**EXHIBIT 31.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**
I, Daniel R. Kadolph, Senior Vice President and Chief Financial Officer, certify that:
1)  I have reviewed this quarterly report on Form 10-Q of Midwest Banc Holdings, Inc.; 2)  Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3)  Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in thisreport; 4)  The registrant’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15 (e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a)  designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is beingprepared;  b)  designed such internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples;  c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on suchevaluation; and  d)  disclosed in this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and
5)  The registrant’s other certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing the equivalentfunction(s)):
 a)  all significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely effectthe registrant’s ability to record, process, summarize and report financial information;and  b)  any fraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financial reporting.   Date: May 10, 2005        /s/ Daniel R. Kadolph Daniel R. KadolphSenior Vice President and Chief Financial Officer