As filed with the Securities and Exchange Commission on February 6, 2003

                                                          Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        _________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________________

                         Midland Capital Holdings Corp.
             (Exact name of registrant as specified in its charter)


           Delaware                                             36-4238089
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                            8929 South Harlem Avenue
                           Bridgeview, Illinois 60455
          (Address of principal executive offices, including zip code)

                       ___________________________________

                      1993 Stock Option and Incentive Plan
                            (Full title of the plan)
                       __________________________________

<TABLE>
<CAPTION>
                            <s>                        <c>                     <c>
                   Paul M. Zogas                       Copy to:
        President, Chief Executive Officer                                Kip A. Weissman, Esq.
           Midland Capital Holdings Corp.                                 Michael A. Troy, Esq.
             8929 South Harlem Avenue                      Jenkens & Gilchrist, A Professional Corporation
            Bridgeview, Illinois 60455                          1919 Pennsylvania Ave., N.W., Suite 600
                  (708) 598-9400                                      Washington, D.C. 20006-3404
</TABLE>

  (Name, address, and telephone number including
   area code of agent for service for service)


<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered     be registered(1)         per share            offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>               <C>                         <C>
Common Stock (par value $0.01     6,900 shares              $10.00(2)               $69,000(2)              $6.35
per share)
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     1,725 shares              $16.25(2)               $28,031.25(2)           $2.58
per share)
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     6,900 shares              $28.375(2)              $195,787.50(2)          $18.01
per share)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                            $26.94

</TABLE>

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
registration  statement also covers an indeterminate number of additional shares
of common stock  which,  by reason of certain  events  specified in the employee
benefit plan described herein, may become subject to the employee benefit plan.
(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
the  registration  fee,  based  upon  the  price  at which  the  options  may be
exercised. Of the 15,525 shares being registered, 6,900 shares relate to options
which are  exercisable at $10.00 each,  1,725 shares relate to options which are
exercisable  at $16.25 each and the  remaining  6,900 shares which have not been
awarded are based upon the average of the bid and ask prices of the registrant's
common  stock on the  Electronic  Bulletin  Board  of  $28.375  per  share as of
February 4, 2003.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the 1993 Stock Option and Incentive Plan, which
we refer to as the Plan,  as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

Such documents are not being filed with the Securities and Exchange  Commission,
but  constitute  (along with the documents  incorporated  by reference  into the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

     The following documents previously or concurrently filed by Midland Capital
Holdings  Corp.   with  the  Securities  and  Exchange   Commission  are  hereby
incorporated by reference in this registration statement:

          (a) Midland Capital  Holdings Corp.'s Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 2002 (File No. 14343) filed on September 30,
     2002, with the Securities and Exchange Commission;

          (b) Midland Capital Holdings  Corp.'s  Quarterly Report on Form 10-QSB
     for the fiscal  quarter ended  September 30, 2002 (File No. 14343) filed on
     November 14, 2002, with the Securities and Exchange Commission;

          (c) all other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal
     year covered by audited financial statements contained in the Annual Report
     on Form 10-KSB referred to in Item 3(a) above; and

          (d) the description of the Common Stock, par value $0.01 per share, of
     Midland Capital Holdings Corp. set forth in the  Registration  Statement on
     Form 8-A12B,  filed with the Securities and Exchange Commission on July 27,
     1998,  including  any amendment or report filed for the purpose of updating
     such description.

     All documents subsequently filed by Midland Capital Holdings Corp. with the
Securities and Exchange  Commission  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration  Statement and the Prospectus to the extent that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

Item 4.  Description of Securities
         -------------------------
         Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------
         Not applicable.

<PAGE>

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------
     Section 145 of the Delaware General  Corporation Law inter alia, empowers a
Delaware  corporation  to  indemnify  any  person  who was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding  (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or other  enterprise,  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interest  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Similar  indemnity is authorized for such person against expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  (unless  ordered by a court) may be made only as  authorized in
each specific case by the corporation upon a determination that  indemnification
is proper because the  indemnitee  has met the  applicable  standard of conduct,
which  indemnification shall be made in the case of a director or officer at the
time  of the  determination  by the  shareholders,  disinterested  directors  or
committee  of  disinterested  directors  or by  independent  legal  counsel in a
written opinion.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

     Article  Ninth  of  Midland  Capital   Holdings   Corp.'s   Certificate  of
     Incorporation provides as follows:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  director  or an officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, including, without limitation, any Subsidiary
(as defined in Article EIGHTH  herein),  partnership,  joint  venture,  trust or
other  enterprise,  including  service with respect to an employee  benefit plan
(hereinafter an  "indemnitee"),  whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer,  shall be indemnified  and held harmless
by the  Corporation  to the fullest  extent  authorized by the Delaware  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than such law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such indemnitee in connection therewith;  provided,  however,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final  adjudication"),  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article shall be contract rights
and such  rights  shall  continue  as to an  indemnitee  who has  ceased to be a
director or officer and shall  inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

<PAGE>

     C. If a claim under  Section A or B of this  Article is not paid in full by
the  Corporation  within 60 days after a written  claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the  applicable  period shall be 20 days,  the  indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall also be entitled to be paid the
expense of  prosecuting  or defending  such suit. In (1) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (2) in any suit by the  Corporation  to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  the  Corporation's
Certificate  of  Incorporation,  By-laws,  agreement,  vote of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the disinterested  directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

Item 7.  Exemption From Registration Claimed
         -----------------------------------
         Not applicable.

Item 8.  Exhibits
         -------
         Exhibit           Description of Exhibit
         -------           ----------------------
          4.1  Certificate of  Incorporation  of Midland Capital  Holdings Corp.
               (Previously filed with the Securities and Exchange  Commission on
               June 22, 1998, as Exhibit 3.1 to Midland  Capital Holding Corp.'s
               Registration Statement No. 333-57399 on Form S-4 and incorporated
               herein by reference.)

          4.2  Bylaws of Midland Capital Holdings Corp.  (Previously  filed with
               the  Securities  and Exchange  Commission  on June 22,  1998,  as
               Exhibit  3.2 to  Midland  Capital  Holding  Corp.'s  Registration
               Statement No.  333-57399 on Form S-4 and  incorporated  herein by
               reference.)

          4.3  1993  Stock  Option  and  Incentive  Plan  (Previously  with  the
               Securities  and Exchange  Commission on June 22, 1998, as Exhibit
               10.2 to Midland Capital Holding  Corp.'s  Registration  Statement
               No. 333- 57399 on Form S-4 and incorporated herein by reference.)


<PAGE>

          5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.1 Consent of Jenkens & Gilchrist, A Professional Corporation
               (included in their opinion filed as Exhibit 5.1)

          23.2 Consent of Cobitz, Vandenberg & Fennesy

          24   Power of Attorney*
____________________

*        Contained in Signature Page

<PAGE>

Item 9.  Undertakings.

         A.    The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
         made, a  post-effective  amendment to this  registration  statement to
         include  any  material   information  with  respect  to  the  plan  of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

               (2) that, for the purpose of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment shall be
         deemed to be a new registration  statement  relating to the securities
         offered  therein,  and the  offering of such  securities  at that time
         shall be deemed to be the initial bona fide offering thereof; and

               (3) to  remove  from  registration  by means of a  post-effective
         amendment any of the securities  being  registered which remain unsold
         at the termination of the offering.

         B. The undersigned registrant hereby undertakes  that,  for purposes of
determining  any liability  under the  Securities  Act of 1933 (the  "Securities
Act"),  each filing of the registrant's  annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the Securi-
ties Act may be  permitted to directors, officers and controlling persons of the
registrant  pursuant to the foregoing  provisions, or otherwise, the  registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities (other than the payment by the  registrant of expenses  incurred or
paid  by a  director, officer or  controlling  person of the  registrant  in the
successful  defense of  any  action,  suit or  proceeding) is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled by controlling  precedent, submit  to a court of  appropriate
jurisdiction  the  question  of  whethersuch  indemnification  by it is  against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.



<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Bridgeview, State of Illinois, on February 5, 2003.

                                 Midland Capital Holdings Corp.


                                 By:/s/ Paul M. Zogas
                                    -----------------
                                    Paul M. Zogas
                                    President, Chief Executive Officer and Chief
                                    Financial Officer


<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby  constitutes  and  appoints  Paul M.  Zogas  his true  and  lawful
attorney-in-fact  and agent with full power of substitution  and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might  or  could  do  in  person  hereby  ratifying  and  confirming  that  said
attorney-in-fact  and agent or his  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>

    Signature                        Capacity                              Date
    ---------                        --------                              ----
<S>                         <c>                                    <C>
/s/ Paul M. Zogas           President, Chief Executive             February 5, 2003
-----------------
Paul M. Zogas               Officer, Chief Financial Officer
                            and Chairman of the Board of the
                            Corporation

/s/ Charles A. Zogas        Director of the Corporation,           February 5, 2003
--------------------
Charles A. Zogas            Executive Vice President and
                            Secretary

/s/ Jonas Vaznelis          Director of the Corporation            February 5, 2003
------------------
Jonas Vaznelis


/s/ Richard Taylor          Director of the Corporation            February 5, 2003
------------------
Richard Taylor


/s/ Michael J. Kukanza      Director of the Corporation            February 5, 2003
----------------------
Michael J. Kukanza


/s/ Algerd Brazis           Director of the Corporation            February 5, 2003
-----------------
Algerd Brazis

</TABLE>



                                           Exhibit Index
                                           -------------
        Exhibit            Description of Exhibit
        -------            ----------------------
          4.1  Certificate of  Incorporation  of Midland Capital  Holdings Corp.
               (Previously filed with the Securities and Exchange  Commission on
               June 22, 1998, as Exhibit 3.1 to Midland  Capital Holding Corp.'s
               Registration Statement No. 333-57399 on Form S-4 and incorporated
               herein by reference.)

          4.2  Bylaws of Midland Capital Holdings Corp.  (Previously  filed with
               the  Securities  and Exchange  Commission  on June 22,  1998,  as
               Exhibit  3.2 to  Midland  Capital  Holding  Corp.'s  Registration
               Statement No.  333-57399 on Form S-4 and  incorporated  herein by
               reference.)

          4.3  1993  Stock  Option  and  Incentive  Plan  (Previously  with  the
               Securities  and Exchange  Commission on June 22, 1998, as Exhibit
               10.2 to Midland Capital Holding  Corp.'s  Registration  Statement
               No. 333- 57399 on Form S-4 and incorporated herein by reference.)


          5.1* Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.1*Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in their opinion filed as Exhibit 5.1)

          23.2* Consent of Cobitz, Vandenberg & Fennesy

          24** Power of Attorney

*        Filed herewith
**       Contained in Signature Page
[{"type": "S-8", "sequence": "1", "filename": "forms8-49338_midland.txt", "secsgml_size_bytes": 27563}]
{"company-data": {"conformed-name": "MIDLAND CAPITAL HOLDINGS CORP", "cik": "0001061234", "assigned-sic": "6035", "irs-number": "364238089", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103006", "film-number": "03542179"}, "business-address": {"street1": "8929 SOUTH HARLEM AVENUE", "city": "BRIDGEVIEW", "state": "IL", "zip": "60455", "phone": "7085989400"}}
As filed with the Securities and Exchange Commission on February 6, 2003

                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        _________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________________

                         Midland Capital Holdings Corp.
             (Exact name of registrant as specified in its charter)

           Delaware                                             36-4238089
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                            8929 South Harlem Avenue
                           Bridgeview, Illinois 60455
          (Address of principal executive offices, including zip code)

                       ___________________________________

                      1993 Stock Option and Incentive Plan
                            (Full title of the plan)
                       __________________________________
Paul M. Zogas                       Copy to:
        President, Chief Executive Officer                                Kip A. Weissman, Esq.
           Midland Capital Holdings Corp.                                 Michael A. Troy, Esq.
             8929 South Harlem Avenue                      Jenkens & Gilchrist, A Professional Corporation
            Bridgeview, Illinois 60455                          1919 Pennsylvania Ave., N.W., Suite 600
                  (708) 598-9400                                      Washington, D.C. 20006-3404
(Name, address, and telephone number including
   area code of agent for service for service)
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered     be registered(1)         per share            offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     6,900 shares              $10.00(2)               $69,000(2)              $6.35
per share)
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     1,725 shares              $16.25(2)               $28,031.25(2)           $2.58
per share)
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     6,900 shares              $28.375(2)              $195,787.50(2)          $18.01
per share)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                            $26.94
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
registration  statement also covers an indeterminate number of additional shares
of common stock  which,  by reason of certain  events  specified in the employee
benefit plan described herein, may become subject to the employee benefit plan.
(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
the  registration  fee,  based  upon  the  price  at which  the  options  may be
exercised. Of the 15,525 shares being registered, 6,900 shares relate to options
which are  exercisable at $10.00 each,  1,725 shares relate to options which are
exercisable  at $16.25 each and the  remaining  6,900 shares which have not been
awarded are based upon the average of the bid and ask prices of the registrant's
common  stock on the  Electronic  Bulletin  Board  of  $28.375  per  share as of
February 4, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the 1993 Stock Option and Incentive Plan, which
we refer to as the Plan,  as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

Such documents are not being filed with the Securities and Exchange  Commission,
but  constitute  (along with the documents  incorporated  by reference  into the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

     The following documents previously or concurrently filed by Midland Capital
Holdings  Corp.   with  the  Securities  and  Exchange   Commission  are  hereby
incorporated by reference in this registration statement:

          (a) Midland Capital  Holdings Corp.'s Annual Report on Form 10-KSB for
     the fiscal year ended June 30, 2002 (File No. 14343) filed on September 30,
     2002, with the Securities and Exchange Commission;

          (b) Midland Capital Holdings  Corp.'s  Quarterly Report on Form 10-QSB
     for the fiscal  quarter ended  September 30, 2002 (File No. 14343) filed on
     November 14, 2002, with the Securities and Exchange Commission;

          (c) all other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal
     year covered by audited financial statements contained in the Annual Report
     on Form 10-KSB referred to in Item 3(a) above; and

          (d) the description of the Common Stock, par value $0.01 per share, of
     Midland Capital Holdings Corp. set forth in the  Registration  Statement on
     Form 8-A12B,  filed with the Securities and Exchange Commission on July 27,
     1998,  including  any amendment or report filed for the purpose of updating
     such description.

     All documents subsequently filed by Midland Capital Holdings Corp. with the
Securities and Exchange  Commission  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration  Statement and the Prospectus to the extent that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

Item 4.  Description of Securities
         -------------------------
         Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------
         Not applicable.
Item 6.  Indemnification of Directors and Officers
         -----------------------------------------
     Section 145 of the Delaware General  Corporation Law inter alia, empowers a
Delaware  corporation  to  indemnify  any  person  who was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding  (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the corporation or other  enterprise,  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interest  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Similar  indemnity is authorized for such person against expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  (unless  ordered by a court) may be made only as  authorized in
each specific case by the corporation upon a determination that  indemnification
is proper because the  indemnitee  has met the  applicable  standard of conduct,
which  indemnification shall be made in the case of a director or officer at the
time  of the  determination  by the  shareholders,  disinterested  directors  or
committee  of  disinterested  directors  or by  independent  legal  counsel in a
written opinion.

     Section 145 further  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

     Article  Ninth  of  Midland  Capital   Holdings   Corp.'s   Certificate  of
     Incorporation provides as follows:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  director  or an officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, including, without limitation, any Subsidiary
(as defined in Article EIGHTH  herein),  partnership,  joint  venture,  trust or
other  enterprise,  including  service with respect to an employee  benefit plan
(hereinafter an  "indemnitee"),  whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer,  shall be indemnified  and held harmless
by the  Corporation  to the fullest  extent  authorized by the Delaware  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than such law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such indemnitee in connection therewith;  provided,  however,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final  adjudication"),  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article shall be contract rights
and such  rights  shall  continue  as to an  indemnitee  who has  ceased to be a
director or officer and shall  inure to the benefit of the  indemnitee's  heirs,
executors and administrators.
C. If a claim under  Section A or B of this  Article is not paid in full by
the  Corporation  within 60 days after a written  claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the  applicable  period shall be 20 days,  the  indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall also be entitled to be paid the
expense of  prosecuting  or defending  such suit. In (1) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (2) in any suit by the  Corporation  to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  shall not be exclusive of any other right which any
person  may have or  hereafter  acquire  under any  statute,  the  Corporation's
Certificate  of  Incorporation,  By-laws,  agreement,  vote of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the disinterested  directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

Item 7.  Exemption From Registration Claimed
         -----------------------------------
         Not applicable.

Item 8.  Exhibits
         -------
         Exhibit           Description of Exhibit
         -------           ----------------------
          4.1  Certificate of  Incorporation  of Midland Capital  Holdings Corp.
               (Previously filed with the Securities and Exchange  Commission on
               June 22, 1998, as Exhibit 3.1 to Midland  Capital Holding Corp.'s
               Registration Statement No. 333-57399 on Form S-4 and incorporated
               herein by reference.)

          4.2  Bylaws of Midland Capital Holdings Corp.  (Previously  filed with
               the  Securities  and Exchange  Commission  on June 22,  1998,  as
               Exhibit  3.2 to  Midland  Capital  Holding  Corp.'s  Registration
               Statement No.  333-57399 on Form S-4 and  incorporated  herein by
               reference.)

          4.3  1993  Stock  Option  and  Incentive  Plan  (Previously  with  the
               Securities  and Exchange  Commission on June 22, 1998, as Exhibit
               10.2 to Midland Capital Holding  Corp.'s  Registration  Statement
               No. 333- 57399 on Form S-4 and incorporated herein by reference.)
5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.1 Consent of Jenkens & Gilchrist, A Professional Corporation
               (included in their opinion filed as Exhibit 5.1)

          23.2 Consent of Cobitz, Vandenberg & Fennesy

          24   Power of Attorney*
____________________

*        Contained in Signature Page
Item 9.  Undertakings.

         A.    The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
         made, a  post-effective  amendment to this  registration  statement to
         include  any  material   information  with  respect  to  the  plan  of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

               (2) that, for the purpose of determining  any liability under the
         Securities Act of 1933,  each such  post-effective  amendment shall be
         deemed to be a new registration  statement  relating to the securities
         offered  therein,  and the  offering of such  securities  at that time
         shall be deemed to be the initial bona fide offering thereof; and

               (3) to  remove  from  registration  by means of a  post-effective
         amendment any of the securities  being  registered which remain unsold
         at the termination of the offering.

         B. The undersigned registrant hereby undertakes  that,  for purposes of
determining  any liability  under the  Securities  Act of 1933 (the  "Securities
Act"),  each filing of the registrant's  annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the Securi-
ties Act may be  permitted to directors, officers and controlling persons of the
registrant  pursuant to the foregoing  provisions, or otherwise, the  registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities (other than the payment by the  registrant of expenses  incurred or
paid  by a  director, officer or  controlling  person of the  registrant  in the
successful  defense of  any  action,  suit or  proceeding) is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled by controlling  precedent, submit  to a court of  appropriate
jurisdiction  the  question  of  whethersuch  indemnification  by it is  against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Bridgeview, State of Illinois, on February 5, 2003.

                                 Midland Capital Holdings Corp.

                                 By:/s/ Paul M. Zogas
                                    -----------------
                                    Paul M. Zogas
                                    President, Chief Executive Officer and Chief
                                    Financial Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby  constitutes  and  appoints  Paul M.  Zogas  his true  and  lawful
attorney-in-fact  and agent with full power of substitution  and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might  or  could  do  in  person  hereby  ratifying  and  confirming  that  said
attorney-in-fact  and agent or his  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                        Capacity                              Date
    ---------                        --------                              ----
/s/ Paul M. Zogas           President, Chief Executive             February 5, 2003
-----------------
Paul M. Zogas               Officer, Chief Financial Officer
                            and Chairman of the Board of the
                            Corporation

/s/ Charles A. Zogas        Director of the Corporation,           February 5, 2003
--------------------
Charles A. Zogas            Executive Vice President and
                            Secretary

/s/ Jonas Vaznelis          Director of the Corporation            February 5, 2003
------------------
Jonas Vaznelis

/s/ Richard Taylor          Director of the Corporation            February 5, 2003
------------------
Richard Taylor

/s/ Michael J. Kukanza      Director of the Corporation            February 5, 2003
----------------------
Michael J. Kukanza

/s/ Algerd Brazis           Director of the Corporation            February 5, 2003
-----------------
Algerd Brazis
Exhibit Index
                                           -------------
        Exhibit            Description of Exhibit
        -------            ----------------------
          4.1  Certificate of  Incorporation  of Midland Capital  Holdings Corp.
               (Previously filed with the Securities and Exchange  Commission on
               June 22, 1998, as Exhibit 3.1 to Midland  Capital Holding Corp.'s
               Registration Statement No. 333-57399 on Form S-4 and incorporated
               herein by reference.)

          4.2  Bylaws of Midland Capital Holdings Corp.  (Previously  filed with
               the  Securities  and Exchange  Commission  on June 22,  1998,  as
               Exhibit  3.2 to  Midland  Capital  Holding  Corp.'s  Registration
               Statement No.  333-57399 on Form S-4 and  incorporated  herein by
               reference.)

          4.3  1993  Stock  Option  and  Incentive  Plan  (Previously  with  the
               Securities  and Exchange  Commission on June 22, 1998, as Exhibit
               10.2 to Midland Capital Holding  Corp.'s  Registration  Statement
               No. 333- 57399 on Form S-4 and incorporated herein by reference.)

          5.1* Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.1*Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in their opinion filed as Exhibit 5.1)

          23.2* Consent of Cobitz, Vandenberg & Fennesy

          24** Power of Attorney

*        Filed herewith
**       Contained in Signature Page