UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM 10-Q

[ X ]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934.

       For the quarterly period ended March 31, 2004
                                      --------------

                                       OR

[   ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

       For the transition period from _______ to _______

       Commission file number 2-89283
                              -------


                           IOWA FIRST BANCSHARES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       STATE  OF  IOWA                                            42-1211285
--------------------------------------------------------------------------------
(State  or  other  jurisdiction                              (IRS  Employer  of
 incorporation or organization)                              Identification No.)

                             300 East Second Street
                             Muscatine, Iowa 52761
                    ----------------------------------------
                    (Address of principal executive offices)

                                  563-263-4221
                        -------------------------------
                        (Registrant's telephone number)

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
requirements for the past 90 days.

Yes [ X ]     No [   ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [ X ]

At March 31, 2004 there were 1,405,917 shares of the  registrant's  common stock
outstanding.

                                       1
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                                                                        PAGE NO.

PART 1   Financial Information

         Item 1.   Financial Statements

                   Consolidated Condensed Balance Sheets,
                   March 31, 2004 and December 31, 2003                        3

                   Consolidated Condensed Statements of Income,
                   Three Months Ended March 31, 2004 and 2003                  4

                   Consolidated Condensed Statements of Cash Flows,
                   Three Months Ended March 31, 2004 and 2003                  5

                   Notes to Consolidated Condensed Financial
                   Statements                                                6-7


         Item 2.   Management's Discussion and Analysis
                   Of Financial Condition and Results of
                   Operations                                               8-14

         Item 3.   Quantitative and Qualitative Disclosures About
                   Market Risk                                                14

         Item 4.   Controls and Procedures                                    14

PART II   Other Information

         Item 1.   Legal Proceedings                                          14

         Item 2.   Changes in Securities, Use of Proceeds and Issuer
                   Purchases of Equity Securities                             14

         Item 3.   Defaults Upon Senior Securities                            15

         Item 4.   Submission of Matters to a Vote of Security Holders        15

         Item 5.   Other Information                                          15

         Item 6.   Exhibits and Reports on Form 8-K                           15

Signatures                                                                    16

                                       2
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
                                                            March 31,   December 31,
                                                              2004         2003
                                                           ----------------------
<S>                                                        <C>          <C>
               ASSETS

Cash and due from banks ................................   $  14,957    $  12,988
Interest-bearing deposits at financial institutions ....       8,551        6,948
Federal funds sold .....................................      44,775       31,414
Investment securities available for sale ...............      32,875       37,157
Loans, net of allowance for loan losses March 31, 2004,
  $3,210; December 31, 2003, $3,180 ....................     269,794      266,925
Bank premises and equipment, net .......................       6,763        6,764
Accrued interest receivable ............................       2,053        2,231
Life insurance contracts ...............................       4,298        4,254
Restricted investment securities .......................       2,962        3,028
Other assets ...........................................         789          705
                                                           ----------------------
   TOTAL ASSETS ........................................   $ 387,817    $ 372,414
                                                           ======================

LIABILITIES AND STOCKHOLDERS' EQUITY
            LIABILITIES

Noninterest bearing deposits ...........................   $  46,368    $  47,549
Interest bearing deposits ..............................     247,043      230,027
                                                           ----------------------
   TOTAL DEPOSITS ......................................     293,411      277,576
Note payable ...........................................       2,700        2,700
Securities sold under agreements to
   repurchase ..........................................       6,089        4,912
Federal Home Loan Bank advances ........................      50,592       52,071
Treasury tax and loan open note ........................         111          556
Junior subordinated debentures .........................       4,125        4,125
Dividends payable ......................................         341          343
Other liabilities ......................................       1,894        1,723
                                                            ---------------------
   TOTAL LIABILITIES ...................................     359,263      344,006
                                                            ---------------------

Redeemable common stock held by employee stock
ownership plan with 401(k) provisions (KSOP) ...........       3,261        2,971
                                                            ---------------------

STOCKHOLDERS' EQUITY
Common stock ...........................................         200          200
Additional paid-in capital .............................       4,251        4,251
Retained earnings ......................................      36,553       36,071
Accumulated other comprehensive income .................         792          788
Less net cost of common shares acquired for the treasury     (13,242)     (12,902)
Less maximum cash obligation related to KSOP shares ....      (3,261)      (2,971)
                                                           ----------------------
   TOTAL STOCKHOLDERS' EQUITY ..........................      25,293       25,437
                                                           ----------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $ 387,817    $ 372,414
                                                           ======================
</TABLE>
See Notes to Consolidated Condensed Financial Statements.

                                       3
<PAGE>


                  Iowa First Bancshares Corp. and Subsidiaries
                   Consolidated Condensed Statements of Income
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)
<TABLE>
                                                               Three Months Ended
                                                                    March 31,
                                                               ------------------
                                                                  2004     2003
                                                               ------------------
<S>                                                            <C>        <C>
INTEREST AND DIVIDEND INCOME:
   Loans, including fees:
     Taxable .................................................   $4,073   $4,482
     Nontaxable ..............................................       43       34
   Investment securities available for sale:
     Taxable .................................................      201      256
     Nontaxable ..............................................      171      193
   Federal funds sold ........................................       82      117
   Restricted investment securities ..........................       11       31
   Other .....................................................       42       22
                                                                 ---------------
      Total interest and dividend income .....................    4,623    5,135
                                                                 ---------------
INTEREST EXPENSE:
   Deposits ..................................................      978    1,257
   Note payable ..............................................       23       61
   Other borrowed funds ......................................      669      930
   Junior subordinated debentures ............................      106      106
                                                                 ---------------
     Total interest expense ..................................    1,776    2,354
                                                                 ---------------

   Net interest income .......................................    2,847    2,781
Provision for loan losses ....................................      170      370
                                                                 ---------------
   Net interest income after provision for
     loan losses .............................................    2,677    2,411
                                                                 ---------------
Other income:
   Trust department ..........................................       92       95
   Service fees ..............................................      429      348
   Investment securities gains, net ..........................       33       10
   Gains on loans sold .......................................       20       68
   Other .....................................................      118      126
                                                                 ---------------
     Total other income ......................................      692      647
                                                                 ---------------
Operating expenses:
   Salaries and employee benefits ............................    1,275    1,266
   Occupancy expenses, net ...................................      191      178
   Equipment expenses ........................................      155      153
   Office supplies, printing, and postage ....................       85      107
   Computer costs ............................................      129      130
   Advertising and business promotion ........................       35       30
   Other operating expenses ..................................      301      336
                                                                 ---------------
     Total operating expenses ................................    2,171    2,200
                                                                 ---------------
   Income before income taxes ................................   $1,198   $  858
Income taxes .................................................      375      241
                                                                 ---------------
Net income ...................................................   $  823   $  617
                                                                 ===============
Net income per common share, basic and diluted ...............   $ 0.58   $ 0.43
                                                                 ===============
Dividends declared per common share ..........................   $ 0.24   $ 0.24
                                                                 ===============

Comprehensive income .........................................   $  827   $  622
                                                                 ===============
</TABLE>
See Notes to Consolidated Condensed Financial Statements.

                                       4
<PAGE>


                  Iowa First Bancshares Corp. and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
               For The Three Months Ended March 31, 2004 and 2003
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
                                                                           2004        2003
                                                                         --------------------
<S>                                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...........................................................   $    823    $    617
Adjustments to reconcile net income to net cash
provided by operating activities:
   Proceeds from loans sold ..........................................      2,872       4,532
   Loans underwritten ................................................     (2,972)     (4,239)
   Gains on loans sold ...............................................        (20)        (68)
   Provision for loan losses .........................................        170         370
   Investment securities gains, net ..................................        (33)        (10)
   Depreciation ......................................................        140         118
   Amortization of premiums and accretion of discounts
     on investment securities available for sale, net ................         69          39
   Net decrease in accrued interest receivable .......................        178         344
   Net (increase) in other assets ....................................        (59)       (100)
   Net increase in other liabilities .................................        169         182
                                                                         --------------------
Net cash provided by operating activities ............................   $  1,337    $  1,785
                                                                         --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Net increase in interest-bearing deposits at financial institutions   $ (1,603)   $ (3,789)
   Net increase in federal funds sold ................................    (13,361)    (20,422)
   Proceeds from sales of available for sale securities ..............      1,151         257
   Proceeds from maturities, calls and paydowns of available
     for sale securities .............................................      6,135       1,636
   Purchases of available for sale securities ........................     (3,034)     (2,078)
   Net (increase) decrease in loans ..................................     (2,944)      2,626
   Purchases of bank premises and equipment ..........................       (139)       (855)
   Increase in cash value of life insurance contracts ................        (44)        (50)
   Proceeds from sales of restricted investment securities ...........         66          --
                                                                         --------------------
   Net cash (used in) investing activities ...........................   $(13,773)   $(22,675)
                                                                         --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in noninterest-bearing deposits ...........   $ (1,181)   $    122
   Net increase in interest-bearing deposits .........................     17,016      21,753
   Net increase (decrease) in securities sold under
     agreements to repurchase ........................................      1,177        (579)
   Net (decrease) in treasury tax and loan open note .................       (445)       (290)
   Advances from Federal Home Loan Bank ..............................         --       5,150
   Payments of advances from Federal Home Loan Bank ..................     (1,479)     (5,149)
   Cash dividends paid ...............................................       (343)       (335)
   Purchases of common stock for the treasury ........................       (340)         --
                                                                         --------------------
   Net cash provided by financing activities .........................   $ 14,405    $ 20,672
                                                                         --------------------
   Net increase (decrease) in cash and due from banks ................      1,969        (218)
   Beginning cash and due from banks .................................   $ 12,988    $ 17,283
                                                                         --------------------
   Ending cash and due from banks ....................................   $ 14,957    $ 17,065
                                                                         ====================

Supplemental Disclosures of Cash Flow Information, cash payments for:
      Interest .......................................................   $  1,711    $  2,285
      Income taxes ...................................................        150          --
Supplemental Schedule of Noncash Investing and Financing Activities:
  Change in accumulated other comprehensive income, unrealized
    gains on investment securities available for sale, net ...........          4           5
  (Increase) in maximum cash obligations related to KSOP shares ......       (290)         --
  Transfer of loans to other real estate owned .......................         25          --
</TABLE>

See notes to Consolidated Condensed Financial Statements.

                                       5
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

Iowa  First   Bancshares  Corp.  (the  "Company")  is  a  bank  holding  company
headquartered in Muscatine,  Iowa. The Company owns the outstanding stock of two
national banks, First National Bank of Muscatine  (Muscatine) and First National
Bank in Fairfield  (Fairfield).  First National Bank of Muscatine has a total of
five  locations in  Muscatine,  Iowa.  First  National Bank in Fairfield has two
locations in  Fairfield,  Iowa.  Each bank is engaged in the general  commercial
banking   business  and  provides  full  service   banking  to  individuals  and
businesses, including checking, savings, money market and time deposit accounts,
commercial loans,  consumer loans,  real estate loans, safe deposit  facilities,
transmitting of funds,  trust services,  and such other banking  services as are
usual and customary for commercial  banks.  Some of these other services include
sweep  accounts,  lock-box  deposits,  debit  cards,  credit-related  insurance,
internet  banking,  automated teller machines,  telephone banking and investment
services  through  a  third-party   arrangement.   The  Company  also  owns  the
outstanding  stock of Iowa First Capital Trust I, which was capitalized in March
2001  for the  purpose  of  issuing  Company  Obligated  Mandatorily  Redeemable
Preferred Securities.

Basis of Presentation:

The consolidated financial statements include the acounts of the Company and all
wholly-owned  subsidiaries,  except  Iowa First  Capital  Trust I,  which  under
current  accounting rules, no longer meets the criteria for  consolidation.  The
consolidated   financial   statements  are  unaudited  and  should  be  read  in
conjunction with the  consolidated  financial  statements  contained in the 2003
Annual Report on Form 10-K.  The  consolidated  financial  statements  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and conform to predominant practices within the banking
industry.  Management  of  the  Company  has  made a  number  of  estimates  and
assumptions  relating  to the  reporting  of  assets  and  liabilities  and  the
disclosure  of contingent  assets and  liabilities  to prepare the  consolidated
financial statements.  In the opinion of management,  all adjustments and normal
recurring accruals  considered  necessary for a fair presentation of the results
of  operations  for the interim  periods  presented  herein have been  included.
Operating  results for the three months ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2004.

Reclassifications:

Certain amounts in the prior year financial  statements have been  reclassified,
with no effect on net income or stockholders' equity, to conform to current year
presentations.

Note 2.  Capital Stock and Earnings Per Share

Common shares and preferred stock  authorized total 6,000,000 shares and 500,000
shares,  respectively.  Basic  earnings  per share is arrived at by dividing net
income by the weighted average number of shares of common stock  outstanding for
the respective period.  Diluted earnings per share is arrived at by dividing net
income  by the  weighted  average  number  of  common  stock  and  common  stock
equivalents  outstanding for the respective period. The average number of shares
of common stock  outstanding  for the three months ended March 31, 2004 and 2003
were  1,413,594  and  1,424,445,   respectively.  There  were  no  common  stock
equivalents in 2004 or 2003.

Note 3.   Commitments and Contingencies

The Banks are parties to financial instruments with  off-balance-sheet risk made
in the normal course of business to meet the financing needs of their customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  These instruments  involve, to varying degrees,  elements of
credit and interest rate risk in excess of the amount  recognized in the balance
sheets.

                                       6
<PAGE>

The Banks' exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instrument for  commitments to extend credit and standby
letters  of  credit  is  represented  by  the   contractual   amounts  of  those
instruments.  The Banks use the same credit  policies in making  commitments and
conditional obligations as they do for on-balance-sheet instruments.
<TABLE>

Financial instruments whose contract amounts              March 31,    December 31,
  represent credit risk:                                    2004            2003
                                                        ---------------------------
<S>                                                     <C>            <C>
Commitments to extend credit                            $46,109,000     $43,843,000
Standby letters of credit                                 2,336,000       2,336,000
</TABLE>

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon  and some of the  commitments  will be sold to other
financial  intermediaries  if drawn upon,  the total  commitment  amounts do not
necessarily  represent  future  cash  requirements.   The  Banks  evaluate  each
customer's creditworthiness on a case-by-case basis.

Standby  letters of credit  are  conditional  commitments  issued by the Bank to
guarantee the performance of a customer to a third party.  Those  guarantees are
primarily  issued to support  public and  private  borrowing  arrangements  and,
generally,  have terms of one year, or less. The credit risk involved in issuing
letters of credit is  essentially  the same as that  involved in extending  loan
facilities to customers.  The Banks hold collateral,  which may include accounts
receivable,  inventory,  property,  equipment, and income-producing  properties,
supporting those commitments if deemed necessary. In the event the customer does
not perform in accordance  with the terms of the agreement with the third party,
the Banks would be required to fund the commitment. The maximum potential amount
of future  payments  the Banks could be required to make is  represented  by the
contractual  amount shown in the summary above. If the commitment is funded, the
Banks would be entitled to seek recovery  from the  customer.  At March 31, 2004
and  December  31, 2003 no amounts  have been  recorded as  liabilities  for the
Banks' potential obligations under these guarantees.

The Company has also executed  contracts  for the sale of mortgage  loans in the
secondary  market in the amount of  $120,000  and none as of March 31,  2004 and
December 31, 2003,  respectively.  These  amounts,  representing  loans held for
sale, are included in loans at the respective balance sheet dates.

                                       7
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations:

Quarter ended March 31, 2004 compared with quarter ended March 31, 2003:

The  Company  recorded  net income of $823,000  for the quarter  ended March 31,
2004, compared with net income of $617,000 for the quarter ended March 31, 2003,
an  increase of $206,000 or 33.4%.  This  increase in net income  resulted  from
higher net interest income, lower provision for loan losses,  higher noninterest
income, and slightly lower noninterest expenses during the first quarter of 2004
compared to the first quarter of 2003.

Basic and diluted  earnings per share were $.58 for the three months ended March
31,  2004,  $.15 or 34.9%  more  than the same  period  in 2003.  The  Company's
annualized  return on  average  assets  for the first  quarter  of 2004 was .89%
compared  to .65%  during the first  quarter of the prior  year.  The  Company's
annualized  return on average  equity for the three  months ended March 31, 2004
and March 31, 2003 was 13.0% and 10.3%, respectively.

The  distribution of average assets,  liabilities and  stockholder's  equity and
interest rates, as well as interest  differential was as follows (dollar amounts
in  thousands  and income and rates on a fully  taxable  equivalent  basis using
statutory tax rates in effect for the year presented):
<TABLE>
                                                           Three Months Ended                Three Months Ended
                                                             March 31, 2004                     March 31, 2003
                                                     ------------------------------    --------------------------------
                                                                            Average                             Average
                                                     Balance     Interest     Rate     Balance     Interest       Rate
                                                     ------------------------------------------------------------------
<S>                                                  <C>         <C>        <C>        <C>         <C>         <C>
Assets
  Taxable loans, net .............................   $261,603    $  4,073     6.23%    $268,640    $  4,482       6.67%
  Taxable investment securities available
    for sale .....................................     20,040         201     4.01%      21,327         256       4.80%
  Nontaxable investment securities and
    loans ........................................     18,848         324     6.88%      19,377         344       7.10%
  Federal funds sold .............................     37,318          82     0.88%      43,098         117       1.09%
  Restricted investment securities ...............      3,002          11     1.47%       3,957          31       3.13%
  Interest-bearing deposits at financial
    institutions .................................      7,538          42     2.23%       3,807          22       2.31%
                                                     --------------------              --------------------
        Total interest earning assets ............    348,349       4,733     5.43%     360,206       5,252       5.83%
                                                                 --------                          --------
  Cash and due from banks ........................     14,255                            14,210
  Bank premises and equipment, net ...............      6,745                             5,762
  Life insurance contracts .......................      4,281                             3,978
  Other assets ...................................      2,934                             3,686
                                                     --------                          --------
        Total ....................................   $376,564                          $387,842
                                                     ========                          ========
Liabilities:
  Deposits:
    Interest-bearing demand ......................   $126,074    $    178     0.57%    $117,692    $    268       0.92%
    Time .........................................    110,039         800     2.95%     116,508         989       3.44%
  Note payable ...................................      2,760          23     3.33%       3,300          61       7.39%
  Other borrowings ...............................     57,087         669     4.75%      72,567         930       5.20%
  Junior subordinated debentures .................      4,125         106    10.32%       4,125         106      10.32%
                                                     --------------------              --------------------
        Total interest-bearing liabilities .......    300,085       1,776     2.40%     314,192       2,354       3.04%
                                                                 --------                          --------
  Noninterest-bearing deposits ...................     45,884                            44,643
  Other liabilities ..............................      1,902                             1,931
                                                     --------                          --------
        Total liabilities ........................    347,871                           360,766
  Redeemable common stock held by KSOP ...........      3,065                             2,717
Stockholders' Equity .............................     25,628                            24,359
                                                     --------                          --------
        Total ....................................   $376,564                          $387,842
                                                     ========                          ========
        Net interest earnings ....................               $  2,957                          $  2,898
                                                                 ========                          ========
        Net Interest Margin (net interest earnings
        divided by total interest-earning assets)                             3.40%                               3.22%
                                                                             ======                              ======
<FN>
Nonaccruing loans are included in the average balance.  Loan fees are not material.
</FN>
</TABLE>
                                       8
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

The net interest  margin  increased  to 3.40%  during the first  quarter of 2004
compared  to 3.22%  during  the first  quarter  of 2003.  The  return on average
interest-earning  assets  decreased 40 basis points (from 5.83% in 2003 to 5.43%
in 2004) and interest paid on average interest-bearing  liabilities decreased 64
basis points (from 3.04% in 2003 to 2.40% in 2004).

The Federal  Reserve  Bank Board and Chairman  Greenspan  during all of 2003 and
through March 31, 2004,  continued to manage  short-term  interest  rates at, or
near,  lows not seen in decades.  The prime lending rate began 2003 at 4.25% and
ended the year at 4.00%,  the same rate in effect as of March 31,  2004.  During
this period of historically  low interest rates,  the Company has emphasized the
utilization  of interest  rate floors on selected  commercial  and  agricultural
loans. During the first quarter of 2004 and 2003 most, if not all, of such loans
subject to  interest  rate  floors were  actually  paying the floor  rate.  This
resulted in the rates  received  on taxable  loans  during the first  quarter of
2004,  versus the first  quarter of 2003,  falling  somewhat less than the rates
paid on  interest-bearing  liabilities (44 basis points versus 64 basis points).
Eventually,   when   market   interest   rates   again   rise,   rates  paid  on
interest-bearing  liabilities may, for a time, increase more than rates received
on taxable loans. This outcome is possible due to the loans which are subject to
floor rate pricing lagging market interest rate increases until such time as the
floor rate has been  exceeded.  The  extent of this  impact  will  depend on the
amount and timing of eventual market interest rate hikes.

Rates  received  on  taxable  investment  securities  available  for  sale  have
decreased  during the first  quarter of 2004,  compared to the first  quarter of
2003,  at a faster  pace than the  rates  paid on  interest-bearing  liabilities
(decreases  of 79 basis  points  and 64  basis  points,  respectively).  This is
largely  due to  maturities  and early  calls of taxable  investment  securities
coupled with  reinvestment at appreciably  lower interest rates. This portfolio,
however,  with an average maturity of less than four years, had an interest rate
return during the quarter similar to that of ten year treasury securities.

Rates received during the quarter ended March 31, 2004, versus the first quarter
of 2003,  on  nontaxable  investment  securities  available  for sale and  loans
decreased  at a much  slower  pace  than  the  rates  paid  on  interest-bearing
liabilities  (decreases of 22 basis points and 64 basis  points,  respectively).
This was due largely to a longer  average  duration  for  nontaxable  investment
securities   available  for  sale  and  loans  than  the  average  duration  for
interest-bearing  liabilities.  Most  of the  nontaxable  investment  securities
available for sale were  purchased  when market  interest rates were higher than
rates  currently  available.  In the current  interest  rate  environment,  when
taxable and nontaxable  investment  securities  mature or are sold,  called,  or
otherwise paid down, the reinvestment rate available is nearly always lower than
the yield of the liquidating security.

The rate received on overnight  federal  funds sold to other banks  decreased 21
basis points during the first quarter of 2004,  compared to the first quarter of
2003.  Given the Company's  relatively  large balance held in federal funds sold
(11.5% of quarter-end assets),  this served to diminish the net interest income.
These  federal  funds sold can be used to fund  future loan  demand,  deposit or
other liability  outflows,  investment  securities  purchases,  or various other
purposes as identified by management.

The  rate  earned  on  interest-bearing   deposits  at  financial   institutions
(primarily FDIC insured  certificates of deposit)  decreased only 8 basis points
during the first  quarter of 2004  versus the first  quarter of 2003,  while the
average balance  increased over  $3,700,000.  Despite the slight decline in rate
received,  this asset category was increased because it yielded 135 basis points
over federal funds sold with little,  if any, credit risk. The average  duration
of interest-bearing  deposits at financial  institutions was less than two years
during the quarter ended March 31, 2004.

The rate paid on the note payable  outstanding  declined a significant 406 basis
points  during the first  quarter of 2004  compared to the same quarter of 2003.
This was the result of refinancing this debt with a different lender at far more
favorable terms.

The  usage of  wholesale  funding  sources  (primarily  Federal  Home  Loan Bank
advances),  while  mitigating  intermediate  and  long-term  interest rate risk,
tended to increase overall interest expense. The Company's average rate paid for
such  Federal  Home Loan Bank  advances  and other funds was reduced by 45 basis
points  when  comparing  the first  quarters  of 2004 and 2003.  Management  has
noticeably  reduced  reliance on wholesale  funding  sources as evidenced by the
average  balance in this category  declining  over $15 million  during the first
quarter of 2004 compared to the first quarter of 2003.

Intense  competition  for all  types of loans  and  deposits  tends to limit the
Company's  ability  to  control  pricing  and  other  terms  when  dealing  with
customers.  Despite  these  limitations,  the Company  was able to increase  the
overall net  interest  margin to 3.40%  during the three  months ended March 31,
2004, compared to 3.22% for the same period last year.

                                       9
<PAGE>

Provisions  for loan losses were  $170,000  for the three months ended March 31,
2004.  This  was  $200,000  less  than  the  first  quarter  of  2003.  Net loan
charge-offs  for the quarter ended March 31, 2004 totaled  $140,000  compared to
net  charge-offs  of $355,000 for the same  quarter in 2003.  The loan losses in
2003 were  primarily  attributable  to two  agricultural  loans at our Fairfield
subsidiary bank, and do not appear to represent an overall  deterioration in the
quality of the loan portfolio.

The allowance  for possible  loan losses is  maintained at the level  considered
adequate  by  management  of the Banks to  provide  for  probable  losses in the
existing loan  portfolio.  The  allowance is increased by provisions  charged to
operating expense and reduced by net charge-offs. In determining the adequacy of
the  allowance  balance  the  Banks  make  continuous  evaluations  of the  loan
portfolio and related  off-balance sheet commitments,  consider current economic
conditions,  the  composition  of  the  loan  portfolio,  historical  loan  loss
experience, review of specific problem loans, the estimated net realizable value
or the fair value of the underlying collateral,  and other factors. There can be
no assurance that loan losses will not exceed the estimated  amounts or that the
company will not be required to make  additional  provisions  for loan losses in
the  future.  Asset  quality  is a constant  priority  for the  Company  and its
subsidiary  banks.  Should  the  economic  climate  deteriorate,  borrowers  may
experience  difficulty,  and  the  level  of  non-performing,  charge-offs,  and
delinquencies could rise thus requiring further increases in the provision.

Nonaccrual  loans totaled  $2,539,000 at March 31, 2004, an increase of $416,000
or 19.6% from  December  31,  2003.  Other real estate  owned  totaled  $25,000,
compared to none at December 31, 2003.  Loans past due 90 days or more and still
accruing  totaled  $397,000,  which was  $182,000 or 84.7% more than at year-end
2003. The allowance for possible loan losses of  $3,210,000,  at March 31, 2004,
represented 1.2% of gross loans and 108% of total nonaccrual  loans,  other real
estate owned, and loans past due 90 days or more and still accruing.

Other income results from the charges and fees collected by the Company from its
customers  for  various  services  performed,  gross trust  department  revenue,
miscellaneous  other  income and gains (or losses)  from the sale of  investment
securities in the available for sale category and loans.  Total other income for
the first  quarter  of 2004 was  $692,000;  $45,000  or 7.0% more than the first
quarter  of 2003.  Service  fees,  particularly  on deposit  accounts,  were the
largest single area of growth in the other income category.

Operating  expenses include all the costs incurred to operate the Company except
for interest expense,  the loan loss provision and income taxes. For the quarter
ended March 31, 2004,  salaries and employee  benefits expense  increased a very
modest  $9,000 or 0.7% as  management  controlled  employee  raises,  hiring and
turnover.  Also, retirement of one key employee assisted in controlling salaries
and  benefits.  Additionally,  health care costs,  while rising much faster than
inflation,  did not rise as much as in recent  years.  Occupancy  and  equipment
expenses increased $15,000 or 4.5% as a new branch facility was in operation for
the entire  quarter ended March 31, 2004, but was not yet operating in the first
quarter of last year. All other operating expenses decreased $53,000 or 8.8% due
largely to lower costs for supplies,  printing,  and postage, as well as a final
settlement of a non-recurring  liability at an amount approximately $20,000 more
advantageous to the Company than  previously  anticipated and accrued for. Total
operating  expenses  decreased  $29,000 or 1.3% during the first quarter of 2004
versus the same quarter last year.

Income tax expense for the quarter ended March 31, 2004 of $375,000  represented
31.3% of income  before  taxes.  The  comparable  quarter last year was 28.1% of
income  before tax.  This  increase in income  taxes as a  percentage  of income
before taxes is mostly the result of a higher portion of pretax income comprised
of nontaxable income in 2003 than 2004.

The efficiency ratio,  defined as noninterest  expense,  excluding the provision
for loan losses,  as a percent of net interest income plus  noninterest  income,
was  61.3%  and  64.2% for the  three  months  ended  March  31,  2004 and 2003,
respectively.  The primary  reasons for this change in the efficiency  ratio are
discussed previously in this report.

Discussion and Analysis of Financial Condition

The  Company's  assets at March 31, 2004  totaled  $387,817,000,  an increase of
$15,403,000  or 4.1% from December 31, 2003.  As of March 31, 2004,  the Company
had  $44,775,000  of federal funds sold compared to  $31,414,000 at December 31,
2003.   Additionally,   interest-bearing   deposits  at  financial  institutions
(primarily  fully  FDIC  insured  certificates  of  deposit)  as  well  as  some
interest-bearing   demand  accounts  at  various  banking  institutions  totaled
$8,551,000  versus  $6,948,000 at December 31, 2003. This increase was primarily
the result of higher yields available on such certificates of deposit than could
be obtained in the federal funds and treasury securities markets.  Federal funds
sold and other liquid assets have been higher the past several quarters than the
Company would historically  consider normal.  These liquid assets may be used to
fund future loan  growth,  deposit or other  liability  outflows,  purchases  of
investment  securities  available  for sale when  interest  rates again rise, or
various other purposes as identified by management.

                                       10
<PAGE>

Total  available for sale  securities  decreased  $4,282,000 or 11.5% during the
first three months of 2004 to total  $32,875,000  at March 31,  2004.  The Banks
emphasize  purchase of securities with maturities of five years and less as such
purchases  typically offer reasonable yields with limited credit risk as well as
limited  interest  rate risk.  Additionally,  selected  securities  with  longer
maturities  are  owned in order  to  enhance  overall  portfolio  yield  without
significantly  increasing  risk.  In the low  interest  rate  environment  which
continued  during  the first  three  months of 2004,  the  banks  limited  their
purchases of  securities  to less than the total of  securities  that were sold,
matured,  called,  or paid down.  Furthermore,  most of the securities that were
purchased had relatively short maturities or likely early call dates. Securities
sold thus far in 2004 totaled $1,151,000 and resulted in net gains recognized of
$33,000.

Net loans totaled  $269,794,000  at March 31, 2004, an increase of $2,869,000 or
1.1% from December 31, 2003.  Competition for high-quality loans remains intense
in  all  loan  categories.  Refinancing  of  home  loans  continued,  fueled  by
historically  low interest rates,  albeit at a slower pace than during the first
quarter of 2003. The Company sells many of these loans in the secondary  market.
Consequently,  the loans which are sold,  as well as the loans  remaining in the
Company's  portfolio  but  refinanced  at lower  rates,  combine to put downward
pressure on loan yields and the volume of home loans on the balance sheet.

Total deposits at March 31, 2004, were $293,411,000,  an increase of $15,835,000
or 5.7%  from  the  balance  at  December  31,  2003.  Certificates  of  deposit
represented on average for the three months ended March 31, 2004,  approximately
39% of total deposits.  Interest-bearing demand deposits,  comprised of savings,
money market and NOW accounts,  represented another 45% of average deposits. The
final 16% of average deposits were in noninterest-bearing  accounts.  Securities
sold under  agreements to repurchase  increased  $1,177,000 to  $6,089,000,  and
advances  borrowed from the Federal Home Loan Bank  declined by $1,479,000  from
year-end 2003, totaling $50,592,000 at quarter end.

The note payable balance of $2,700,000 at March 31, 2004, was unchanged from the
December  31, 2003  balance.  The next annual  principal  payment of $600,000 is
scheduled for the third  quarter of 2004.  This note was  refinanced  during the
second quarter of 2003.  The new variable rate revolving  five-year term note is
priced at Prime less one percent,  with a floor of 3.25% and a ceiling of 5.25%,
considerably lower than the prior fixed rate of over 7.35%.

Interest Rate Sensitivity

The Company  manages its balance  sheet to minimize the impact of interest  rate
movements on its earnings.  The term "rate sensitive" refers to those assets and
liabilities  which are  "sensitive" to  fluctuations  in rates and yields.  When
interest  rates move,  earnings may be affected in many ways.  Interest rates on
assets and liabilities  may change at different  times or by different  amounts.
Maintaining a proper  balance  between rate  sensitive  earning  assets and rate
sensitive   liabilities  is  the  principal  function  of  asset  and  liability
management of a banking organization.

A positive  repricing gap for a given period exists when total  interest-earning
assets exceed total interest-bearing  liabilities and a negative gap exists when
total  interest-bearing  liabilities are in excess of  interest-earning  assets.
Generally a positive  repricing gap will result in increased net interest income
in a rising rate environment and decreased net interest income in a falling rate
environment.  A negative  repricing gap tends to produce  increased net interest
income in a falling rate  environment  and  decreased  net interest  income in a
rising rate environment.  At March 31, 2004, rate sensitive liabilities exceeded
rate sensitive assets within a one year maturity range and, thus, the Company is
theoretically  positioned to benefit from a decline in interest rates within the
next year.

The Company's  repricing gap position is useful for measuring  general  relative
risk  levels.  However,  even with  perfectly  matched  repricing  of assets and
liabilities,  interest rate risk cannot be avoided entirely.  Interest rate risk
remains in the form of prepayment risk of assets and liabilities, timing lags in
adjusting  certain assets and  liabilities  that have varying  sensitivities  to
market interest rates, and basis risk. Basis risk refers to the possibility that
the repricing  behavior of variable-rate  assets could differ from the repricing
characteristics  of  liabilities  which  reprice in the same time  period.  Even
though  these  assets are  match-funded,  the spread  between  asset  yields and
funding costs could change.  Because the repricing gap position does not capture
these risks,  Management  utilizes simulation modeling to measure and manage the
rate sensitivity exposure of earnings. The Company's simulation model provides a
projection  of the  effect on net  interest  income  of  various  interest  rate
scenarios and balance sheet strategies.

                                       11
<PAGE>

Liquidity

For  banks,  liquidity  represents  ability  to meet both loan  commitments  and
deposit withdrawals.  Factors which influence the need for liquidity are varied,
but include general economic  conditions,  asset/liability mix, bank reputation,
future  FDIC  funding  needs,  changes  in  regulatory  environment,  and credit
standing.  Assets which provide liquidity consist principally of loans, cash and
due from banks, interest-bearing deposits at financial institutions,  investment
securities,  and short-term  investments  such as federal  funds.  Maturities of
securities  held for  investment  purposes and loan payments  provide a constant
flow of funds available for cash needs. Additionally, liquidity can be gained by
the sale of loans or securities  prior to maturity if such assets had previously
been designated as available for sale. Interest rates, relative to the rate paid
by the  security or loan sold,  along with the maturity of the security or loan,
are the major determinates of the price which can be realized upon sale.

The  stability  of the  Company's  funding,  and  thus  its  ability  to  manage
liquidity,  is greatly enhanced by its consumer deposit base.  Consumer deposits
tend to be small in size,  diversified  across a large base of individuals,  and
are government  insured to the extent  permitted by law. Total deposits at March
31, 2004, were $293,411,000 or 75.7% of total liabilities and equity.

Federal  funds sold  overnight  totaled  $44,775,000  or 11.5% of March 31, 2004
total  assets.  These  federal  funds  sold may be used to fund loans as well as
deposit withdrawals, or for other purposes as defined by management.

Securities  available  for  sale  with  a fair  value  totaling  $32,875,000  at
quarter-end included net unrealized gains of $1,263,000. These securities may be
sold in whole or in part to increase  liquid  assets,  reposition the investment
portfolio, or for other purposes as defined by management.

Capital

Stockholders'  equity  decreased  $144,000  (0.6%) during the three months ended
March 31,  2004.  The  year-to-date  decrease  included  net income of $823,000,
increase  of $4,000 in  accumulated  other  comprehensive  income,  $341,000  of
dividends  declared to  shareholders,  $340,000 of treasury share  purchases and
$290,000 increase in the maximum obligation related to KSOP shares.

Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the  risk-based  capital  framework  are to  provide  a  consistent  system  for
comparing capital  positions of financial  institutions and to take into account
the  different   inherent  risks  among  financial   institutions'   assets  and
off-balance-sheet items.

Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a financial institution to maintain capital at higher levels.

A comparison of the Company's capital as of March 31, 2004 with the requirements
to be considered adequately capitalized is presented below.

                                                                   For Capital
                                                   Actual      Adequacy Purposes
                                                   -----------------------------

Total capital to risk-weighted assets ......       12.9%             8.00%
Tier 1 capital to risk-weighted assets .....       11.7%             4.00%
Tier 1 capital to average assets ...........        8.3%             4.00%

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America,  which  require the  measurement  of financial  position and  operating
results  in terms of  historical  dollars  without  considering  changes  in the
relative  purchasing  power of money  over time due to  inflation.  Unlike  most
industrial companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature.

As a result,  interest  rates  have a more  significant  impact  on a  financial
institution's  performance  than the  effects  of general  levels of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude  as the price of goods and  services.  In the  current  interest  rate
environment,  liquidity and the maturity  structure of the Company's  assets and
liabilities are critical to the maintenance of acceptable performance levels.

                                       12
<PAGE>

Trends, Events or Uncertainties

Officers  and  Directors of the Company and its  subsidiaries  have had, and may
have in the future,  banking  transactions in the ordinary course of business of
the Company's subsidiaries.  All such transactions are on substantially the same
terms, including interest rates on loans and collateral,  as those prevailing at
the time for comparable  transactions  with others,  involve no more than normal
risk of collectibility, and present no other unfavorable features.

In the normal  course of  business,  the Banks are  involved  in  various  legal
proceedings.  In the current opinion of management, any liability resulting from
such  proceedings  would not have a material  effect on the Company's  financial
statements.

The Company has in the past purchased, and is authorized under an existing stock
repurchase plan to buy in the future, shares of its outstanding common stock for
the treasury as they become  available.  Pursuant to the stock  repurchase  plan
approved by the Board of Directors,  11,643 shares were purchased by the Company
during  the first  quarter  of 2004.  See Part II,  Item 2 of this Form 10-Q for
further detail regarding purchases of equity securities for the treasury.

Current Accounting Developments

The  Financial  Accounting  Standard  Board has issued  Interpretation  (FIN)46,
Consolidation of Variable  Interest  Entities,  an  Interpretation of Accounting
Research  Bulletin No. 51 which,  for the Company,  was  effective  for the year
ended   December  31,  2003.  FIN  46   establishes   accounting   guidance  for
consolidation of variable  interest  entities (VIE) that function to support the
activities of the primary  beneficiary.  The primary beneficiary of a VIE entity
is the entity that absorbs a majority of the VIE's expected  losses,  receives a
majority  of the  VIE's  expected  residual  returns,  or both,  as a result  of
ownership,  controlling  interest,  contractual  relationship  or other business
relationship  with a VIE.  Prior to the  implementation  of FIN 46,  VIE's  were
generally  consolidated  by an enterprise  when the enterprise had a controlling
financial  interest  through  ownership of a majority of voting  interest in the
entity.  Under the provisions of FIN 46 and FIN 46R, Iowa First Capital Trust I,
a 100%  owned  subsidiary  of the  Company,  no longer  meets the  criteria  for
consolidation.  FIN 46 was adopted on a prospective  basis on December 31, 2003.
As a result,  the March 31, 2004 and December 31, 2003  balance  sheets  include
$4,125,000  of junior  subordinated  debentures  which,  in prior  periods,  was
classified in the balance sheet as $4,000,000 of Company  Obligated  Mandatorily
Redeemable Preferred Securities,  after a consolidation elimination of $125,000.
Additionally,  the March 31, 2004 and 2003 income statements include $106,000 of
interest expense on junior subordinated debentures which, for prior periods, was
classified  as  $103,000 of interest  expense on Company  Obligated  Mandatorily
Redeemable Preferred Securities, after a consolidation elimination of $3,000.

In July 2003,  the Board of Governors  of the Federal  Reserve  System  issued a
supervisory letter instructing bank holding companies to continue to include the
trust  preferred  securities  in their  Tier 1 capital  for  regulatory  capital
purposes until notice is given to the contrary.  The Federal  Reserve intends to
review the regulatory  implications of this accounting  change and, if necessary
or warranted, provide further appropriate guidance. No further guidance has been
issued to date and, as such, the $4 million in trust preferred securities issued
by Iowa First  Capital  Trust I, which are no longer  included on the  Company's
consolidated  balance  sheet,  were  included in Tier I capital  for  regulatory
capital  purposes at both March 31, 2004 and December 31, 2003.  There can be no
assurance  that the Federal  Reserve  will  continue to permit  institutions  to
include trust preferred securities in regulatory capital in the future. Assuming
the Company was not permitted to include these securities in regulatory  capital
at March 31,  2004,  the Company  would  still  exceed the  regulatory  required
minimums for capital adequacy purposes.

The Accounting  Standards  Executive  Committee has issued Statement of Position
(SOP)  03-3,  Accounting  for  Certain  Loans or Debt  Securities  Acquired in a
Transfer. This Statement applies to all loans acquired in a transfer,  including
those acquired in the acquisition of a bank or a branch,  and provides that such
loans be accounted for at fair value with no allowance for loan losses, or other
valuation  allowance,  permitted  at the  time of  acquisition.  The  difference
between cash flows  expected at the  acquisition  date and the investment in the
loan  should be  recognized  as interest  income  over the life of the loan.  If
contractually  required  payments  for  principal  and  interest  are less  than
expected cash flows, this amount should not be recognized as a yield adjustment,
a loss accrual,  or a valuation  allowance.  For the Company,  this Statement is
effective for calendar year 2005 and, early adoption although permitted,  is not
planned.  No  significant  impact  is  expected  on the  consolidated  financial
statements at the time of adoption.


                                       13
<PAGE>

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

With the exception of the historical  information  contained in this report, the
matters described herein contain certain forward-looking statements with respect
to the Company's financial condition,  results of operations and business. These
forward-looking  statements are subject to certain risks and uncertainties,  not
all of which can be  predicted  or  anticipated.  Factors  that may cause actual
results to differ  materially  from those  contemplated  by the  forward-looking
statements herein include market conditions as well as conditions  affecting the
banking industry  generally and factors having a specific impact on the Company,
including but limited to fluctuations in interest rates and in the economy;  the
impact of laws and  regulations  applicable to the Company and changes  therein;
the impact of  accounting  pronouncements  applicable to the Company and changes
therein;  competitive  conditions in the markets in which the Company  operates,
including  competition from banking and non-banking companies with substantially
greater resources;  the Company's ability to control the composition of its loan
portfolio without adversely affecting interest income; the Company's  dependence
on third party  suppliers;  and the  Company's  ability to respond to changes in
technology.  Readers of this Form 10-Q should therefore not place undue reliance
on forward-looking statements.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the quantitative and qualitative  market risks
since the prior year-end.  Such risks were described in the Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 2003.

Item 4.  Disclosure Controls and Procedures

As of the end of the period  covered by this  report,  the Company  conducted an
evaluation,  under the supervision and with the  participation  of the principal
executive  officer  (Chairman  of the Board,  President  and CEO) and  principal
financial  officer   (Executive  Vice  President,   Chief  Operating  Officer  &
Treasurer),  of the Company's  disclosure controls and procedures (as defined in
Rules  13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934 (the
"Exchange Act")). Based on this evaluation,  the principal executive officer and
principal financial officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the  Company  in  reports  that it files or submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange  Commission  rules and forms.  There was no change in
the Company's  internal  control over financial  reporting  during the Company's
most recently  completed  fiscal  quarter that has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                            Part II OTHER INFORMATION

Item 1.   Legal Proceedings

The Company has no legal proceedings which are deemed material.

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
          Securities

During the quarter  ended March 31,  2004 the Company  purchased  its own common
stock, detailed as follows:

<TABLE>
                                                              Total
                                                            Number of         Maximum
                                                             Shares          Number of
                                                            Purchased       Shares That
                             Total                          As Part of      May Yet Be
                           Number of        Average         Publicly        Purchased
                             Shares       Price Paid        Announced       Under The
Period                     Purchased       Per Share        Plan (1)         Plan (1)
----------------------------------------------------------------------------------------
<S>                        <C>            <C>               <C>             <C>
Jan. 1 - Jan. 31, 2004       None             N/A              None           49,953

Feb. 1 - Feb. 29, 2004       None             N/A              None           49,953

Mar. 1 - Mar. 31, 2004      11,643          $29.17            11,643          38,310
<FN>
(1)  In May 2002, the Company's board of directors  approved a stock  repurchase
     plan of up to 75,000 shares, or approximately  5.2% of the then outstanding
     shares. This stock repurchase plan has no stated expiration date and is the
     Company's  only current,  publicly-announced  stock  repurchase  plan.  The
     Company anticipates future purchases under this stock repurchase plan.
</FN>
</TABLE>
                                       14
<PAGE>

The above table is required for any equity  securities of the Company which have
been registered by the Company pursuant to section 12 of the Securities Exchange
Act of 1934.  The Company has only filed a  registration  statement with the SEC
under the Securities Act of 1933 and, therefore,  its equity securities are only
registered  under section 15(d) of the Exchange Act. Thus, while the above table
is  not  required,  it  has  been  provided  in  the  interest  of  high-quality
disclosure.

Item 3.  Defaults Upon Senior Securities

There have been no defaults upon senior securities by the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

At the Annual  Meeting of the Company held at its offices on April 15, 2004, the
shareholders elected the following individuals to the Board of Directors for the
indicated terms:

                              Votes in Favor   Votes Withheld      Term
                              -------------------------------------------

Roy J. Carver, Jr.               1,123,063          2,739         3 Years
Stephen R. Cracker               1,125,208            594         3 Years
Dr. Victor G. McAvoy             1,124,038          1,764         3 Years
John "Jay" S. McKee              1,125,208            594         3 Years

Item 5.  Other Information

There has been no new information not previously  disclosed requiring disclosure
under this item.

ITEM 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

              Exhibit 31.1 - Certification pursuant to Rule 13a-15(e) and
                             15d-15(e)

              Exhibit 31.2 - Certification pursuant to Rule 13a-15(e) and
                             15d-15(e)

              Exhibit 32.1 - Certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002

              Exhibit 32.2 - Certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002

         (b)  Reports on Form 8-K.

              A Form 8-k was filed on January 28,  2004 and consisted of a press
              release  discussing  finacnial  results  of the  Company  for  the
              quarter and year ended December 31, 2003.

              A Form 8-K was  filed on April  22,  2004 and  consisted  of a
              press release discussing  financial results of the Company for
              the  first  quarter  ended  March  31,  2004,  as  well as the
              shareholder dividend payable in April 2004.

                                       15
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                                   SIGNATURES

Pursuant  to the  requirements  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.

                             IOWA FIRST BANCSHARES CORP.

                                 (Registrant)





May 14, 2004                                     /s/ D. Scott Ingstad
------------                                     -------------------------------
Date                                             D. Scott Ingstad, Chairman of
                                                 the Board, President and CEO

May 14, 2004                                     /s/ Kim K. Bartling
------------                                     -------------------------------
Date                                             Kim K. Bartling, Executive Vice
                                                 President, Chief Operating
                                                 Officer & Treasurer

                                       16