UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2001 Commission file number 01-12292

UPBANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3207297
(State or other jurisdiction of incorporation or organization)	(I.R.S. EmployerIdentification No.)

4753 N. Broadway, Chicago, Illinois 60640 (Address of principal executive offices) (zip code)	(773) 878-2000 (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days. Yes ý No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Eight hundred thirty five thousand fifty-five (835,055) common shares were outstanding as of November 9, 2001

PART 1 - Financial Information

Item 1. Financial Statements

UPBANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

*(Unaudited)* *(Dollars in thousands, except share data)*	September 30, 2001			December 31, 2000
Assets
Cash and due from banks	$	25,563		$	16,319
Federal funds sold	5,000			12,600
Securities available-for-sale	55,546			65,517
Mortgages held-for-sale	677			0
Loans (net of allowance for loan losses of $3,818 and $3,817 in 2001 and 2000)	311,135			288,488
Premises and equipment, net	5,670			5,526
Nonmarketable equity securities	1,797			1,909
Accrued interest and other assets	6,233			6,312
Total Assets	$	411,621		$	396,671

Liabilities and Shareholders' Equity
Liabilities
Demand deposits, noninterest bearing	$	73,147		$	65,900
Savings, NOW and money market deposits	135,207			133,345
Other time deposits	141,514			149,303
Total deposits	349,868			348,548
Borrowed funds	26,398			14,849
Note payable	3,000			3,000
Accrued interest and other liabilities	3,736			4,377
Total Liabilities	383,002			370,774

Shareholders' Equity
Common stock, $1 par value: 3,000,000 shares authorized: 1,000,000 issued in 2001 and 2000	1,000			1,000
Additional paid in capital	4,500			4,500
Retained earnings	25,501			23,540
Treasury stock - 164,945 shares in 2001 and 2000	(3,079		)	(3,079		)
Accumulated other comprehensive income (loss)	697			(64		)
Total Shareholders' Equity	28,619			25,897
Total Liabilities and Shareholders' Equity	$	411,621		$	396,671

See accompanying notes to unaudited consolidated financial statements

UPBANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the three and nine months ended September 30,	For the three months ended September 30,						For the nine months ended September 30,
*(Dollars in thousands, except per share data)(Unaudited)*	2001			2000			2001			2000
Interest Income
Interest and fees on loans	$	6,773		$	7,012		$	20,101		$	19,089
Interest on mortgages held-for-sale	9			0			37			0
Interest on federal funds sold	30			240			342			318
Interest and dividends on securities
Taxable	855			697			2,815			2,029
Non-taxable	97			99			279			296
Total interest income	7,764			8,048			23,574			21,732

Interest Expense
Interest on savings, NOW and money market deposits	890			1,221			2,987			3,057
Interest on other time deposits	1,937			1,947			6,833			4,589
Interest on borrowed funds	298			437			883			1,316
Interest on note payable	41			43			150			63
Total interest expense	3,166			3,648			10,853			9,025

Net Interest Income	4,598			4,400			12,721			12,707
Provision for Loan Losses	200			150			500			485

Net Interest Income after Provision for Loan Losses	4,398			4,250			12,221			12,222

Noninterest Income
Service charges on deposit accounts	383			336			1,180			1,257
Other noninterest income	102			95			337			326
Net gains (losses) on sale of loans	0			12			0			39
Net gains (losses) on securities transactions	241			0			494			0
Total noninterest income	726			443			2,011			1,622

Noninterest Expense
Salaries and employee benefits	1,844			2,010			5,737			5,928
Net occupancy expense	138			133			584			467
Equipment expense	231			261			718			710
Outside fees & services	229			205			657			689
Advertising & business development expenses	99			88			308			242
Supplies and postage expense	128			97			389			372
Data processing expense	292			288			968			797
Regulatory fees and insurance	56			95			220			192
Other operating expense	420			338			1,133			1,151
Total noninterest expense	3,437			3,515			10,714			10,548

Income Before Income Taxes	1,687			1,178			3,518			3,296
Income taxes	594			404			1,231			1,152
Net Income	$	1,093		$	774		$	2,287		$	2,144

Basic Earnings Per Share	$	1.31		$	0.93		$	2.74		$	2.56

Weighted Average Shares Outstanding	835,055			836,146			835,055			836,867

Cash Dividends Paid	$	108		$	109		$	217		$	326

Payout Ratio	9.88		%	14.08		%	9.49		%	15.21		%

See accompanying notes to unaudited consolidated financial statements

UPBANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, (Dollars in thousands, except per share data)(Unaudited)		2001				2000
Cash Flows from Operating Activities
Net Income		$		2,287		$	2,144
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		500				485
Depreciation and amortization		986				968
Net (gain) loss on sale of securities		(494			)	0
Net (gain) loss on sale of mortgage loans		0				0
Change in deferred income taxes		(646			)	(113		)
Amortization (Accretion) on securities, net		(478			)	(219		)
Originations of mortgages held-for-sale		(10,324			)	(938		)
Proceeds from sales of mortgages held-for-sale		9,647				2,202
Changes in assets and liabilities:
(Increase) decrease in accrued interest receivable and other assets		51				(337		)
Increase (decrease) in accrued interest payable and other liabilities		(641			)	295
Net cash provided by (used in) operating activities		888				4,487

Cash Flows from Investing Activities
Net (increase) decrease in federal funds sold		7,600				(6,770		)
Purchases of available-for-sale securities		(35,752			)	(27,308		)
Proceeds from maturities and redemptions of available-for-sale securities		39,241				0
Proceeds from sale of available-for-sale securities		8,722				0
Net (increase) decrease in loans		(23,147			)	(42,054		)
Proceeds from sale of other real estate		98				0
Purchases of premises and equipment		(1,061			)	(681		)
Proceeds from redemptions of nonmarketable equity securities		194				0
Purchases of nonmarketable equity securities		(82			)	(568		)
Net cash provided by (used in) investing activities		(4,187			)	(77,381		)

Cash Flows from Financing Activities
Net increase (decrease) in total deposits		1,320				83,457
Net increase (decrease) in borrowed funds		11,549				(2,470		)
Net increase (decrease) in note payable		0				3,000
Cash dividends paid		(326			)	(326		)
Purchase of treasury stock		0				(33		)
Net cash provided by (used in) financing activities		12,543				83,628

Net increase (decrease) in cash and due from banks		9,244				10,734
Cash and due from banks at beginning of period		16,319				11,526
Cash and due from banks at end of period		$		25,563		22,260

Supplemental disclosure of cash flow information:
Cash payments for:	Interest	$	10,173			8,774
	Income taxes	1,655				1,440

Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans		$		264		$	0

See accompanying notes to unaudited consolidated financial statements

UPBANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands, except per share data)(Unaudited)

	Common Stock		Additional Paid In Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance, January 1, 2001	$	1,000	$	4,500	$	23,540		$	(3,079	)	$	(64	)	$	25,897
Comprehensive Income:
Net income for the nine months ended September 30, 2001					2,287									2,287
Unrealized gain (loss) on securities available-for-sale, net of tax of $472											735			735
Reclassification adjustment for gains realized in net income, net of tax of $15											26			26
Comprehensive Income														3,048
Cash dividends: $.39 per share					(326		)							(326		)
Balance September 30, 2001	$	1,000	$	4,500	$	25,501		$	(3,079	)	$	697		$	28,619

See accompanying notes to unaudited consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)(Unaudited)

NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included.

Operating results of the three and nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2000.

Prior period's amounts included in these financial statements have been reclassified to place them on a basis consistent with the current period's financial statements.

Emerging Accounting Standards

In October 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144). This statement addresses the financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business (as previously defined in that Opinion). SFAS 144 also amends ARB No. 51, "Consolidated Financial Statements", to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. Management does not anticipate that the adoption of this Statement will have a significant effect on the Company's financial statements.

In August 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations". This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and(or) the normal operations of a long-lived asset, except for certain obligations of lessees. As used in this statement, a legal obligation is an obligation that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. This statement amends SFAS No. 19, "FinancialAccounting and Reporting by Oil and Gas Producing Companies" and is effective for financial statements issued for fiscal years beginning after June 15, 2002. Management does not anticipate that the adoption of this Statement will have a significant effect on the Company's financial statements.

In July 2001, the FASB issued Statement No. 141, "Business Combinations" (SFAS 141) and Statement No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS No. 141 addresses financial accounting and reporting for business combinations and is effective for all business combinations initiated after June 30, 2001. SFAS No. 142 addresses financial and reporting for acquired goodwill and other intangible assets and is effective for fiscal years beginning after December 15, 2001. The Company has not yet quantified the impact of adopting these statements on its financial position or results of operations.

NOTE B: SECURITIES

Securities available-for-sale

The amortized cost and fair value of these are as follows at September 30, 2001:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U. S. Treasury Securities	$	150	$	0	$	0	$	150
U. S. Government agencies	45,119		1,086		79		46,126
States and political subdivisions	7,634		239		69		7,804
Mortgage-backed securities	0		0		0		0
Total debt securities	52,903		1,325		148		54,080
Equity securities	1,500		0		34		1,466
Total securities available-for-sale	$	54,403	$	1,325	$	182	$	55,546

NOTE C: LOANS AND NONPERFORMING ASSETS

The following summarizes loans at the dates indicated:

	Sep. 30, 2001				Dec. 31, 2000
Commercial - Aircraft related	$	56,053			$	54,614
Commercial - Other	61,721				58,404
Secured by real estate - Construction	67,930				52,637
Secured by real estate - Residential (1 to 4 family)	34,290				32,431
Secured by real estate - Residential (5 or more)	33,252				30,264
Secured by real estate - Non-Residential	58,453				58,467
Consumer and all other	3,753				5,986
Deferred loan fees, net	(499			)	(498			)
Total loans	314,953				292,305
Less: Allowance for loan losses	(3,818			)	(3,817			)
Total loans, net of allowance for loan losses	$		311,135		$		288,488

The following summarizes the analysis of the allowance for loan losses for the nine months ended:

	Sep. 30, 2001			Sep. 30, 2000
Balance at beginning of year	$	3,817		$	3,114
Charge-offs:
Commercial – Other	418			8
Secured by real estate – Residential (5 or more)	1			0
Secured by real estate – Non-Residential	55			0
Consumer and all other	25			1
Total charge-offs	499			9

Recoveries:
Commercial – Other	0			11
Secured by real estate – Residential (1 to 4 family)	0			3
Consumer and all other	0			3
Total recoveries	0			17

Net recoveries (charge-offs)	(499		)	8
Provision for loan losses	500			485
Balance at end of period	$	3,818		$	3,607

The following summarizes nonperforming assets at the dates indicated:

	Sep. 30, 2001		Dec. 31, 2000
Nonaccrual loans	$	5,850	$	1,299
Restructured loans	404		422
Total nonperforming loans	6,254		1,721
Other real estate owned (OREO)	166		0
Total nonperforming assets	$	6,420	$	1,721

NOTE D: NOTE PAYABLE

The Company had a $5 million line of credit, a secured revolving note payable, with a correspondent bank at September 30, 2001. This note has an outstanding balance of $3 million. Interest is calculated on the basis of 3-month LIBOR plus 150 basis points with interest due and payable quarterly (4.10% at September 30, 2001). The expiration date of the line is April 1, 2002. The note also contains certain covenants which limit changes in capital structure, the purchase of, or merger with other banks and/or businesses, and the guarantees of other liabilities and obligations. In addition, the Company must meet certain financial ratios. The Company was in compliance with all covenants of the agreement at September 30, 2001.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ON FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Dollars in thousands, except per share data)(Unaudited)

The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and results of operations during the periods included in the consolidated financial statements set forth in this filing. The Company's Form 10-Q for the quarter ended September 30, 2000 is incorporated by reference.

RESULTS OF OPERATIONS

The Company's net income for quarter ended September 30, 2001 was $1,093, compared to $774 in the same period in 2000, an increase of $314, or 41.21%. On a per share basis, earnings increased to $1.31 in the quarter, from $.93 in the previous year. The increase in the third quarter net income results is due primarily to Securities Gains, which is described in its entirety below.

The Company's net income for the nine months ended September 30, 2001 was $2,287 compared to $2,144 in 2000. Basic earnings per share was $2.74, a 7.03% increase from last year's $2.56. Return on average equity was 11.39% in 2001 compared to 11.74% in 2000, a 2.98% decrease. Return on average assets was .76% for 2001 compared to .82% in the previous year, a 7.31% decrease, due in part to the 3.77% increase in assets and the decrease in our interest margin.

The Company's net interest income was $12,721 for the first nine months of 2001, compared with the $12,707 registered in the same period of 2000. The increase in average earning assets was effectively neutralized by a lower net margin of 4.58% in 2001 as compared to 5.26% for 2000, as average rates paid on deposits increased .16 percentage points, while rates earned on loans decreased .51 percentage points. The results for the first nine months of 2001, when compared to the same period in 2000, reflect a greater reliance on time deposits to continue funding the growth in the loan portfolio, particularly in construction related real estate lending.

The provision for loan losses was $500 in 2001 and $485 in 2000, reflecting management's assessment of overall risk in the loan portfolio. Net charge-offs were $499 for the first nine months of 2001, compared to $8 in net recoveries during the same period in 2000. The allowance for loan losses as a percent of total loans was 1.21% at September 30, 2001 and 1.31% at December 31, 2000. Total nonperforming assets as a percent of total assets were 1.56% at September 30, 2001 and .43% at December 31, 2000.

Total noninterest income, excluding securities gains of $494, decreased 6.47% to $1,517, for the first nine months of 2001 over the previous year, due to regular seasonal fluctuations in client activity subject to service charges. Securities gains of $452, of the $494 total, arose because the Chicago branch held an investment in common stock in Cash Station (an ATM consortium), the cost basis of which was $0. Cash Station entered into a merger transaction with a listed public company, Concord EFS, Inc. (Concord), whereby the shareholders of Cash Station received common stock of Concord in exchange for their common stock. The fair value of the

Concord stock at the merger date was $253 and is included as a part of gains on securities transactions. The stock was sold in the third quarter and the remaining $199 recognized at that time.

Total noninterest expense for the first nine months of 2001 increased 1.57% to $10,714 from the year earlier total of $10,548. The decrease in salaries and employee benefits in 2001 to $5,737 from $5,928 in 2000, is a direct result of heavier staffing needs at start-up for the new Chicago branches, due to training expenses, temporary help, etc., required for the initial push in 2000, than were required in 2001. Net occupancy and equipment expense increased $125 to $1,302 from $1,177 in 2000, due primarily to full period rental and other related expenses at the new Chicago branches, as well as higher maintenance costs at the main Chicago branch. Other noninterest expense increased 6.74% to $3,675 in the first three quarters of 2001 from $3,443 in the comparable 2000 period, due primarily to one-time merger related data processing costs.

FINANCIAL CONDITION CHANGES

Total assets were $411,621 at September 30, 2001 compared to $396,671 at December 31, 2000. The overall increase in cash and due from banks and federal funds sold are a function of regular deposit activity and seasonal fluctuation. The decrease in the securities portfolio is a reflection of active funds management and the calendar timing of investment maturities and sales and the reinvestment of those funds. The increase in the loan portfolio was funded by investment sales and maturities and greater use of borrowed funds.

Total deposits increased $1,320 or .38% from year-end. Noninterest bearing deposits increased 11% or $7,247, due to core growth, as well as seasonal fluctuations at each of the branches. Interest bearing deposits decreased $5,927 as a result of high volatility Certificates of Deposit purchased in 2000, and not renewed at Uptown's currently offered rates. Borrowed funds increased $11,549 from year-end levels as a result of a leveraging strategy employed by the Company.

The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance when management believes that the full collection of the loan principal is unlikely The level of the provision for loan losses charged to operating expense as well as the balances maintained in the allowance for loan losses is dependent upon many factors, including loan growth, changes in the composition of the loan portfolio, net charge-off levels, delinquencies, collateral values and management's assessment of current and prospective economic conditions in the Company's primary market areas.

The Subsidiary Bank measures the allowance for loan losses on a quarterly or more frequent basis using three measures of reserve adequacy. the first measurement compares the allowance as a percentage of the total loan, the second test measures the allowance against various loan pools, or types, using historical reserve percentages for expectations of possible loan losses in each category. The third is a detailed evaluation by all loan officers of classified or nonperforming loans to ensure that an adequate allowance has been established for these individual assets.

The allowance for loan losses is comprised of both allocated and unallocated allowances in order to quantify future loss potential. The allocated position represents management's assessment as to potential loss exposure based on both actual loan losses experienced historically and independent credit ratings on individual credits. The unallocated portion is that which is not specifically allocated to a particular loan or general loan category.

LIQUIDITY AND CAPITAL RESOURCES

The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customer's loan demands and deposit withdrawal requests. The banking subsidiary's liquidity sources consist of investment securities, maturing loans and other short-term investments. Liquidity can also be obtained through liabilities such as core deposits, borrowed funds, certificates of deposit and public fund deposits.

The Company's cash flows are composed of three classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. Net cash provided by operating activities, consisting primarily of earnings, was $981 for the nine months ended September 30, 2001 and $4,487 for the same period in 2000. A significant component in the net fluctuation of net cash provided by or used in operating activities is the timing of the sale of loans held-for-sale to permanent investors. Net cash used in investing activities, consisting primarily of loan and investment funding was $4,279 and $77,381 for the nine months ended September 30, 2001 and 2000, respectively. Net cash provided by financing activities, consisting of deposit growth and increased borrowed funds and note payable, was $12,543 and $83,628 for the nine months ended September 30, 2001 and 2000, respectively.

At September 30, 2001, Shareholders' Equity was $28,619 compared to $25,897 at December 31, 2000, an increase of $2,722, or 10.51%. Accumulated other comprehensive income at September 30, increased $761 due to unrealized gains in securities available-for-sale, net of tax. Shareholders' Equity as a percentage of total assets at September 30, 2001 was 6.95%. The following table represents the Company's consolidated regulatory capital position as of September 30, 2001.

Regulatory capital at September 30, 2001:

	Leverage Ratio		Tier 1 Risk-Based Capital		Total Risk-Based Capital
Upbancorp, Inc. ratio	6.8	%	8.3	%	9.4	%
Regulatory minimum ratio	4.0	%	4.0	%	8.0	%

The Company operates a full-service community bank through eight banking offices and one loan production

office in the Chicagoland area and metropolitan Phoenix area. Uptown's branches in the Phoenix area operate under

the name of Heritage Bank ("Heritage"). Heritage will continue to retain its name in the Phoenix area.

FORWARD LOOKING STATEMENTS

Statements made about the Company's future economic performance, strategic plans or objectives, revenue or

earnings projections, or other financial items and similar statements are not guarantees of future performance,

but are forward looking statements. By their nature, these statements are subject to numerous uncertainties that

could cause actual results to differ materially from those in the statements. Important factors that might cause the

Company's actual results to differ materially include, but are not limited to, the following:

• Federal and state legislative and regulatory developments;

• Changes in management's estimate of the adequacy of the allowance for loan losses(and/or other significant estimates
such as OREO, deferred tax valuation allowance, etc.);

• Changes in the level and direction of loan delinquencies and write-offs;

• Interest rate movements and their impact on customer behavior and Upbancorp's net interest margin;

• The impact of repricing and competitors' pricing initiatives on loan and deposit products;

• Upbancorp's ability to adapt successfully to technological changes to meet customers' needs and developments in the
market place;

• Upbancorp's ability to access cost effective funding;

• Economic conditions and

• Recently enacted financial modernization legislation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK

Management, to augment static gap analysis, uses an additional measurement tool to evaluate its asset/liability sensitivity, which determines exposure to changes in interest rates by measuring the change in net interest income as a percentage of Capital, due to changes in rates over a one-year horizon.

Management measures such change assuming an immediate and sustained parallel shift in rates of 50, 100 and 200 basis points, both upward and downward. The model uses scheduled amortization, call date or final maturity as appropriate on all non-rate sensitive assets. The model uses repricing frequency on all variable rate assets and liabilities, it also uses a 5-year decay analysis on all non-rate sensitive deposits. Prepayment rates on fixed rate loans have been adjusted up or down by 10% per year to incorporate historical experience in both an up-rate and down-rate environment.

Utilizing this measurement concept, the interest rate risk of the Company, expressed as change in net interest income as a percentage of capital over a 1-year time horizon due to changes in interest rates is as follows:

	Basis Point Change
	+200		+100		+50		-50		-100		-200
At September 30, 2001	-1.28	%	-0.61	%	-0.43	%	-0.03	%	-0.03	%	-0.05	%
At December 31, 2000	-0.70	%	-0.28	%	-0.23	%	0.13	%	0.11	%	-0.26	%

Based upon these analyses, management has determined that there has been no material change at September 30, 2001 in interest rate risk for the Company, from the December 31, 2000 calculated results.

PART 2. - Other Information

Item 1 -	Legal Proceedings
	None required


Item 2 -	Changes in Securities
	None required


Item 3 -	Defaults upon Senior Securities
	None required


Item 4 -	Submission of Matters to a Vote of Security Holders
	None required


Item 5 -	Other Information
	None required


Item 6 -	Exhibits and Reports on Form 8-K
	None required

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 9, 2001	UPBANCORP, INC.
	(The Registrant)


	\s\Richard K. Ostrom
	Richard K. Ostrom
	Chairman of the Board,
	President and Chief
	Executive Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

Delaware

4753 N. Broadway, Chicago, Illinois 60640

Emerging Accounting Standards

Securities available-for-sale

Basis Point Change

UPBANCORP INC 10-Q