<PAGE>
<PAGE>
_________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549
                        --------------------
                          FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [No fee required]
     For the fiscal year ended September 30, 1998
                           OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [No fee required]
     For the transition period from _________ to __________

     Commission file number 0-20464

                   MID-IOWA FINANCIAL CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)

           DELAWARE                            42-1389053         
-------------------------------             ------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

123 WEST SECOND STREET NORTH, NEWTON, IOWA          50208
---------------------------------------------------------------- 
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:(515) 792-6236

Securities Registered Pursuant to Section 12(b) of the Act:

                         None

Securities Registered Pursuant to Section 12(g) of the Act:

            Common Stock, par value $.01 per share
            --------------------------------------
                     (Title of Class)

     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past twelve months (or for such shorter period
that the Registrant was required to file such reports), and (2)
has been subject to such requirements for the past 90 days.  
YES  X    NO      

     Check if there is no disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B contained herein, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [X]

     Issuer's revenues for its most recent fiscal year ended
September 30, 1998 were $2.8 million.

     As of December 15, 1998, the Registrant had issued and
outstanding 1,746,148 net shares of Common Stock.  The aggregate
market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average of the closing
price of such stock on the Nasdaq Smallcap Market as of December
15, 1998, was $23.4 million.  (The exclusion from such amount of
the market value of the shares owned by any person shall not be
deemed an admission by the Registrant that such person is an
affiliate of the Registrant.)

          DOCUMENTS INCORPORATED BY REFERENCE

     PART II of Form 10-KSB--Portions of 1998 Annual Report to
Stockholders.

     PART III of Form 10-KSB--Portions of Proxy Statement for
the 1999 Annual Meeting of Stockholders.
================================================================  
<PAGE>
                        PART I

ITEM 1.   DESCRIPTION OF BUSINESS
---------------------------------
GENERAL

     Mid-Iowa Financial Corp. (the "Company" or "Mid-Iowa") is
a Delaware corporation which was organized in 1992 by Mid-Iowa
Savings Bank, FSB (the "Bank") for the purpose of becoming a
savings and loan holding company.  The Company owns all of the
outstanding stock of the Bank issued on October 13, 1992, in
connection with the completion of the Bank's conversion from the
mutual to the stock form of organization (the "Conversion"). 
The Company issued 408,000 (not restated for stock dividends)
shares of Common Stock at a price of $10.00 per share in the
Conversion.  The Bank was initially chartered as an Iowa state
chartered savings and loan association in 1913.  The Bank
converted to a federal mutual charter in 1991 and changed its
name to Mid-Iowa Savings Bank, FSB. The Bank amended its charter
in October 1992 in connection with the Conversion to become a
federal stock savings bank.  All references to the Company,
unless otherwise indicated refer to the Bank and its
subsidiaries on a consolidated basis.  The Company's Common
Stock is quoted on the Nasdaq SmallCap Market under the symbol
"MIFC".

     The Company and the Bank are subject to comprehensive
regulation, examination and supervision by the Office of Thrift
Supervision, Department of the Treasury ("OTS") and by the
Federal Deposit Insurance Corporation ("FDIC").  The Bank is a
member of the Federal Home Loan Bank ("FHLB") System and its
deposits are backed by the full faith and credit of the United
States Government and are insured by the Savings Association
Insurance Fund ("SAIF") to the maximum extent permitted by the
FDIC.

     Mid-Iowa's primary market area of Jasper County and West
Des Moines, Iowa is serviced by its two offices in Newton and
offices in Baxter, Colfax, Monroe, Prairie City and West Des
Moines.  The Company opened a branch facility in West Des
Moines, Iowa in September of 1997.  At September 30, 1998, Mid-
Iowa had assets of $147.5 million, deposits of $96.4 million and
stockholders' equity of $13.8 million.

     The Company, through its wholly-owned subsidiary, Mid-Iowa
Security Corporation ("Mid-Iowa Security") offers real estate
brokerage services and is involved in the development of a
residential subdivision located in Newton, Iowa.  The Bank,
through its wholly-owned subsidiary, Center of Iowa Investments,
Limited ("CII"), offers mutual funds, annuities, discount
securities brokerage services, credit reporting and collection
services.  See "-- Subsidiary Activities."

     Mid-Iowa has been, and intends to continue to be, a
financial corporation that offers a variety of financial
services to meet the needs of the families in the communities it
serves.  The Company attracts retail deposits from the general
public and uses such deposits, together with borrowings and
other funds, to invest in primarily one- to four-family
residential mortgage loans and mortgage-backed and related
securities, and to a lesser extent, consumer, commercial real
estate, and commercial business loans.  Most loans are presently
originated in the Company's primary market area, Jasper County
and West Des Moines, Iowa; to a lesser extent loans are also
originated in other parts of Iowa.  See "-- Lending Activities"
and "-- Non-Performing Assets and Classified Loans."

     The Company also invests in U.S. Government and agency
obligations and other permissible investments and occasionally
purchases loan participations.
     
     The Company's revenues are derived from interest on
mortgage loans, mortgage-backed and related securities,
investments and consumer loans, income from service charges and
loan originations, loan servicing fee income and income from the
sale of mutual funds, annuities, discount securities brokerage
services, real estate brokerage services, real estate
development and credit reporting and collection services through
the service corporation subsidiaries of the Company and the
Bank.  Mid-Iowa's operations are materially affected by general
economic conditions, the monetary and fiscal policies of the
federal government and the policies of the various regulatory
authorities, including the OTS and the Board of Governors of the
Federal Reserve System ("Federal Reserve Board").  Its results
of operations are 
                            1<PAGE>
<PAGE>
largely dependent upon its net interest income, which is the
difference between the interest it receives on its loan portfolio
and its investment securities portfolio and the interest it pays
on its deposit accounts and borrowings. 

     Mid-Iowa's main office is located at 123 West Second
Street North, Newton, Iowa.  The Company's telephone number is
(515) 792-6236.
     
RECENT DEVELOPMENTS

     On August 17, 1998, the Company and the Bank entered into
a definitive agreement to be acquired by First Federal
Bankshares, M.H.C. ("Bancorp")( a federally-chartered mutual
holding company) and First Federal Savings Bank of Siouxland
("First Federal") (53.8% owned by Bancorp), headquartered in
Sioux City, Iowa.  The terms of the acquisition call for First
Federal to pay $15.00 in cash, subject to upward price
adjustment, for each outstanding share of Company common stock. 
The transaction, with an aggregate value of approximately $29.0
million, will be accounted for as a purchase.  The acquisition
is subject, among other conditions, to regulatory approval, the
approval of the Company's stockholders and the successful
completion of First Federal's second step conversion.

MARKET AREA

     Mid-Iowa offers a range of retail banking services
primarily to the residents of Jasper County and West Des Moines,
Iowa, through the Company's two offices located in Newton and
offices in Baxter, Colfax, Monroe, Prairie City and West Des
Moines.  Mid-Iowa considers its primary market area to be Jasper
County and West Des Moines.

     Newton, Iowa, is a city located approximately 35 miles
east of the Iowa capital of Des Moines, in the center of Jasper
County, Iowa.  Jasper County has a population of approximately
35,000 persons.  Newton is an industrial community with a
population of approximately 15,000 people.  The major employer
is the Maytag Corporation, headquartered in Newton, which
employs approximately 3,000 employees in Newton.  Other major
employers are Newton Manufacturing Company, the Vernon Company,
Cline Tool and Service Company, Thombert, Inc., Walmart and
Skiff Medical Center.

     At September 30, 1998, 84.8% of the Company's real estate
mortgage loans (excluding mortgage-backed and related
securities) were secured by properties located in Iowa.  The
remaining loans, a mix of single family and commercial real
estate loans, are primarily located throughout the United
States, including the midwest, the northwest, the middle-
Atlantic states, and the pacific northwest.  At September 30,
1998, all of these out-of-state loans and loan participations
were performing in accordance with their repayment terms.  See
"- Non-Performing Assets and Classified Assets" and "-
Originations, Purchases, Sales and Servicing of Loans and
Mortgage-Backed and Related Securities."

RECENT DEVELOPMENTS

     Proposed Regulatory and Legislative Changes.  On May 13,
1998, the U.S. House of Representatives passed H.R. 10 (the
"Act"), the "Financial Services Competition Act of 1998," which
calls  for a sweeping modernization of the banking system that
would permit affiliations between commercial banks, securities
firms, insurance companies and, subject to certain limitations,
other commercial enterprises.  The stated purposes of the Act
are to enhance consumer choice in the financial services
marketplace, level the playing field among providers of
financial services and increase competition.

     H.R. 10 removes the restrictions contained in the
Glass-Steagall Act of 1933 and the Bank Holding Company Act of
1956, thereby allowing qualified financial holding companies to
control banks, securities firms, insurance companies, and other
financial firms.  Conversely, securities firms, insurance
companies and financial firms would be allowed to own or
affiliate with a commercial bank.  Under the new framework, the
Federal Reserve would serve as an umbrella regulator to oversee
the new financial holding company structure.  Securities
affiliates would be required to 
                             2<PAGE>
<PAGE>
comply with all applicable federal securities laws, including
registration and other requirements applicable to broker-dealers. 
The Act also provides that insurance affiliates be subject to
applicable state insurance regulations and supervision.  The Act
preserves the thrift charter and all existing thrift powers, but
restricts the activities of new unitary thrift holding companies.

     The Senate is now considering the legislation and has
further modified the Act.  At the adjournment of Congress in
October 1998, the Act had been recommitted to the Senate Banking
Committee.  At this time, it is unknown whether the Act will be
enacted, or if enacted, what form the final version of such
legislation might take.

LENDING ACTIVITIES

     General.  Historically, the Company has originated fixed-
rate one- to four-family mortgage loans.  In the mid 1980s, the
Company introduced adjustable rate mortgage ("ARM") loans and
short-term loans for retention in its portfolio, in order to
increase the percentage of loans with more frequent repricing or
shorter maturities, and in some cases higher yields, than fixed-
rate mortgage loans.  The Company has continued, however, to
originate fixed-rate mortgage loans in response to customer
demand.

     While the Company primarily focuses its lending activities
on the origination of loans secured by first mortgages on owner-
occupied, one- to four-family residences, it also originates
consumer, commercial real estate, commercial business, and a
limited amount of residential construction loans in its primary
market area.  At September 30, 1998, the Company's gross real
estate loan and mortgage-backed and related securities portfolio
totaled $102.3 million, of which $47.3 million were comprised of
one- to four- family first mortgage loans and $29.7 million were
comprised of mortgage-backed and related securities held for
investment and available for sale.  

     Senior lending officers have authority to approve up to
$10,000 of consumer and commercial business loans.  Otherwise,
the approval of the reviewing loan officer and one of two senior
officers of the Company is required.  First mortgage residential
mortgage loans require the approval of two officers, one of whom
must be the Company's President or Executive Vice President. 
Loans in excess of $100,000, up to the Company's lending limit,
require the approval of the reviewing loan officer and the
President.  Loans in excess of $500,000 require the approval of
the Board of Directors.

     The aggregate amount of loans that the Company is
permitted to make under applicable federal regulations to any
one borrower, including related entities, is generally the
greater of 15% of unimpaired capital and surplus or $500,000. 
See "Regulation -- Federal Regulation of Savings Associations." 
At September 30, 1998, the maximum amount which the Company
could have lent to any one borrower and the borrower's related
entities was approximately $2.0 million.  At September 30, 1998,
the Company had no loans with outstanding balances in excess of
this amount.  At September 30, 1998, the principal balance of
the largest amount outstanding to any one borrower, or group of
related borrowers, was approximately $1.1 million which
consisted of one commercial real estate loan secured by property
located in the Company's primary market area.  Each of these
loans was performing in accordance with its respective repayment
terms at September 30, 1998.  At that date, there was one other
loan with a principal balance in excess of $500,000.
                             3<PAGE>
<PAGE>
     Loan Portfolio Composition.  The following information
sets forth the composition of the Company's loan and mortgage-
backed and related securities portfolios in dollar amounts and
in percentages (before deductions for loans in process, deferred
fees and discounts and allowance for losses on loans) as of the
dates indicated.

<TABLE>
<CAPTION>

                                                    At September 30,
                                    ---------------------------------------------------
                                         1998            1997               1996
                                    ---------------  ---------------   ---------------- 
                                    Amount      %    Amount      %     Amount       %
                                    ------    -----  ------    -----   ------      ----  
                                                 (Dollars in thousands)
<S>                                 <C>       <C>    <C>       <C>     <C>        <C>
Real Estate Loans and mortgage-
backed and related securities:
-----------------------------
 One- to four-family . . . . . . . $ 47,283   46.2%  $ 46,107   47.2%  $ 45,986   50.4%
 Commercial. . . . . . . . . . . .   13,461   13.2     10,150   10.4      7,708    8.5
 Construction. . . . . . . . . . .    1,058    1.0      1,339    1.4        884    1.0
 Mortgage-backed securities 
   available for sale. . . . . . .    3,878    3.8      4,368    4.5      4,373    4.8
 Mortgage-backed and related 
   securities. . . . . . . . . . .   25,862   25.3     26,180   26.8     23,974   26.3
                                   --------  -----   --------  -----   --------  -----
     Total real estate loans 
      and mortgage-backed and 
      related securities held
        for investment . . . . . .   91,542   89.5     88,144   90.3     82,925   90.9
                                   --------  -----   --------  -----   --------  -----
Other Loans:
-----------
 Consumer Loans:
  Second mortgage. . . . . . . . .    4,967    4.9      4,498    4.6      3,143    3.4
  Automobile . . . . . . . . . . .    1,736    1.7      1,407    1.4      1,342    1.5
  Home equity. . . . . . . . . . .    1,537    1.5      1,177    1.2        740     .8
  Student. . . . . . . . . . . . .      328     .3        306     .3        479     .5
  Unsecured. . . . . . . . . . . .      156     .2        175     .2        161     .2
  Deposit account. . . . . . . . .      110     .1        181     .2        142     .2
  Other. . . . . . . . . . . . . .      276     .3        351     .4        297     .3
                                   --------  -----   --------  -----   --------  -----
     Total consumer loans. . . . .    9,110    8.9      8,095    8.3      6,304    6.9
 Commercial business loans . . . .    1,600    1.6      1,394    1.4      1,982    2.2
                                   --------  -----   --------  -----   --------  -----
     Total other loans . . . . . .   10,710   10.5      9,489    9.7      8,286    9.1
                                   --------  -----   --------  -----   --------  -----
     Total loans and mortgage-
       backed and related 
       securities. . . . . . . . .  102,277  100.0%            100.0%            100.0%
                                             =====             =====             =====
Less:
----
 Loans in process. . . . . . . . .      647               276               550
 Deferred fees and discounts . . .       72                89                72          
 Allowance for losses on loans . .      337               302               274          
                                   --------          --------          --------
     Total loans and mortgage-
       backed securities 
       receivable, net . . . .     $101,252          $ 96,966          $ 90,315          
                                   ========          ========          ========
</TABLE>

                               4<PAGE>
<PAGE>
     The following table shows the composition of the Company's
loan and mortgage-backed and related securities portfolios by
fixed and adjustable rate at the dates indicated.

<TABLE>
<CAPTION>

                                                    At September 30,
                                    ---------------------------------------------------
                                         1998            1997               1996
                                    ---------------  ---------------   ---------------- 
                                    Amount      %    Amount      %     Amount       %
                                    ------    -----  ------    -----   ------      ----  
                                                 (Dollars in thousands)
<S>                                 <C>       <C>    <C>       <C>     <C>         <C>
Fixed-Rate Loans:
---------------- 
 Real Estate:
  One- to four-family. . . . . . . $ 17,863   17.5%   $ 15,526   15.9%  $ 12,340   13.5%
  Commercial . . . . . . . . . . .    6,378    6.2       5,280    5.4      6,319    6.9
  Mortgage-backed and related 
    securities . . . . . . . . . .    4,507    4.4       2,256    2.3      1,873    2.1
                                   --------  -----    --------  -----   --------  -----
     Total fixed-rate real estate 
       loans and mortgage-backed 
       and related securities. . .   28,748   28.1      23,062   23.6     20,532   22.5
 Consumer. . . . . . . . . . . . .    7,573    7.4       6,918    7.1      5,403    5.9
 Commercial business . . . . . . .    1,600    1.6       1,394    1.4      1,982    2.2
                                   --------  -----    --------  -----   --------  -----
     Total fixed-rate loans and 
      mortgage-backed and 
      related securities. . . . .    37,921   37.1      31,374   32.1     27,917   30.6
                                   --------  -----    --------  -----   --------  -----
Adjustable-Rate Loans:
---------------------
 Real estate:
  One- to four-family. . . . . . .   29,420   28.8      30,581   31.3     33,646   36.9
  Commercial . . . . . . . . . . .    7,083    6.9       4,870    5.0      1,389    1.5
  Construction . . . . . . . . . .    1,058    1.0       1,339    1.4        884    1.0
  Mortgage-backed securities held 
    for sale . . . . . . . . . . .    3,878    3.8       4,368    4.5      4,373    4.8
  Mortgage-backed and related 
    securities held for 
    investment . . . . . . . . . .   21,355   20.9      23,924   24.5     22,101   24.2
                                   --------  -----    --------  -----   --------  -----
    Total adjustable-rate real 
      estate loans and mortgage-
      backed and related 
      securities . . . . . . . . .   62,794   61.4      65,082   66.7     62,393   68.4
                                   --------  -----    --------  -----   --------  -----
 Consumer. . . . . . . . . . . . .    1,537    1.5       1,177    1.2        901    1.0
                                   --------  -----    --------  -----   --------  -----
    Total adjustable-rate loans
      and mortgage-backed and 
      related securities . . . . .   64,331   62.9      66,259   67.9     63,294   69.4
                                   --------  -----    --------  -----   --------  -----
    Total loans and mortgage-
      backed and related 
      securities . . . . . . . . .  102,252  100.0%     97,633  100.0%    91,211  100.0%
                                   --------  =====    --------  =====   --------  =====
Less:
----
 Loans in process. . . . . . . . .      647                276               550         

 Deferred fees and discounts . . .       72                 89                72         

 Allowance for losses on loans . .      307                302               274         
                                   --------           --------          --------
   Total loans and mortgage-
     backed securities 
     receivable, net . . . . . . . $101,226           $ 96,966          $ 90,315
                                   ========           ========          ========

</TABLE>

                               5<PAGE>
<PAGE>
     The following schedule illustrates the interest rate
sensitivity of the Company's gross loan and mortgage-backed and
related securities portfolio at September 30, 1998.  Mortgages
and mortgage-backed and related securities which have adjustable
or renegotiable interest rates are shown as maturing in the
period during which the contract is due.  The schedule
does not reflect the effects of possible prepayments or
enforcement of due-on-sale clauses.


<TABLE>
<CAPTION>
                           Real Estate
             -------------------------------------
              One- to four-family
                 and mortgage-                                                             Commercial
              backed securities      Commercial       Construction        Consumer          Business         Total
             -------------------  ---------------- -----------------  ----------------  ---------------- --------------
                       Weighted           Weighted          Weighted          Weighted          Weighted       Weighted
                       Average            Average           Average           Average           Average         Average
             Amount     Rate     Amount    Rate    Amount     Rate    Amount    Rate    Amount   Rate    Amount   Rate
             ------------------- ----------------- -----------------  ----------------  ---------------- --------------
<S>          <C>        <C>      <C>      <C>       <C>     <C>       <C>      <C>       <C>     <C>      <C>    <C>
Due During
Years Ending
September 30,
-------------
1999 (1). . . $ 1,685    8.21%   $   192    9.57%  $1,058     8.61%   $2,722    9.06%   $  659    9.37% $  6,316  8.81%
2000 and 2001     346    6.92        477    9.75       --       --     1,784    9.07       302    9.16     2,909  8.94
2002 and 2003   2,910    8.30        568    8.49       --       --     3,875    8.69       345    8.94     7,698  8.54
2004 and 2008   7,475    7.95      1,941    8.74       --       --       313    8.87       294    9.55    10,023  8.18
2009 and 2018  20,842    7.57      7,665    8.73       --       --       441    9.53        --     --     28,948  7.91
2019 and
  thereafter   43,765    7.66      2,618    8.70       --       --        --     --         --     --     46,383  7.72
              -------            -------           ------             ------            ------          --------
              $77,023            $13,461           $1,058             $9,135            $1,600          $102,277
              =======            =======           ======             ======            ======          ========

<FN>
___________
(1)   Includes demand loans, loans having no stated maturity and overdraft loans.
</FN>
</TABLE>
                                     6<PAGE>
<PAGE>
     The total amount of loans and mortgage-backed securities
due after September 30, 1998 which have predetermined interest
rates is $43.6 million, while the total amount of loans due
after such dates which have floating or adjustable interest
rates is $58.6 million.

     One- to Four-Family Residential Mortgage Lending. 
Residential loan originations are generated by the Company's
marketing efforts, its present customers, walk-in customers and
referrals from real estate agents, builders and loan brokers. 
The Company focuses its lending efforts primarily on the
origination of loans secured by first mortgages on owner-
occupied, one- to four-family residences  See "- Originations,
Purchases, Sales and Servicing of Loans and Mortgage-Backed and
Related Securities."  At September 30, 1998, the Company's one-
to four-family residential mortgage loans and mortgage-backed
and related securities (all of which are collateralized by one-
to four-family loans) totaled $47.3 million, or approximately
46.2%, of the Company's gross loan and mortgage-backed and
related securities portfolio.

     The Company currently originates fixed-rate monthly
payment loans and ARM loans.  During the year ended September
30, 1998, the Company originated $9.6 million of fixed-rate real
estate loans.  During the same period, the Company originated
$4.9 million of adjustable-rate, one- to four-family real estate
loans.  The Company's one- to four-family residential mortgage
originations are primarily in its market area.  

     The Company generally makes ARMs in amounts up to 80% of
the appraised value of the security property although the
Company will loan in amounts up to 97% provided that private
mortgage insurance is obtained in an amount sufficient to reduce
the Company's exposure at or below the 80% loan-to-value level. 
The Company currently offers one, three and five year ARM loans
with an interest rate margin over the one-year Treasury Bill
Index.  These loans provide for up to a 2.0% annual cap and a
lifetime cap and floor of 6.0% from the initial rate.  As a
consequence of using caps, the interest rates on these loans may
not be as rate sensitive as is the Company's cost of funds. 
Historically, the initial rate used for the loan has been below
the fully-indexed rate and is established by the Company in
accordance with market and competitive factors.  The Company has
not experienced difficulty with the payment history for these
loans.  

     From time to time the Company has originated ARMs which
are convertible into fixed-rate loans during stated time
periods.  Presently, the Company originates only nonconvertible
ARMs.  The Company's ARMs do not permit negative amortization of
principal.  Borrowers of adjustable rate loans are qualified at
the fully-indexed rate.

     Due to consumer demand, the Company also offers fixed-
rate, 15- and 30-year mortgage loans that conform to secondary
market sales standards (i.e., Federal National Mortgage
Association ("FNMA"), Government National Mortgage Association
("GNMA") or Federal Home Loan Mortgage Corporation ("FHLMC")
standards).  Interest rates charged on these fixed-rate loans
are competitively priced on a daily basis according to market
conditions.  Residential loans generally do not include
prepayment penalties.  Federal Housing Administration ("FHA")
and Veterans' Administration ("VA") fixed rate loans have been
originated to be sold in the secondary market.  The Company
generally sells such loans servicing released.  The Company
reserves the right to discontinue, adjust or create new lending
programs to respond to its needs and to competitive factors.

     In underwriting one- to four-family residential real
estate loans, Mid-Iowa evaluates (among other factors)  both the
borrower's ability to make monthly payments and the value of the
property securing the loan.  Most properties securing real
estate loans made by Mid-Iowa are appraised by an independent
fee appraiser approved and qualified by management.  Mid-Iowa
generally requires borrowers to obtain an attorney's title
opinion, and fire and casualty insurance in an amount not less
than the amount of the loan.  Real estate loans originated by
the Company generally contain a "due on sale" clause allowing
the Company to declare the unpaid principal balance due and
payable upon the sale of the security property.

     Construction Lending.  The Company engages in limited
amounts of construction lending to individuals for the
construction of their residences and, on rare occasions, to
builders for the construction of single family homes in 

                              7<PAGE>
<PAGE>
the Company's primary market area.  At September 30, 1998, the
Company had $1.1 million of outstanding construction loans.

     Construction loans to individuals for their residences are
structured to be converted to permanent loans at the end of the
construction phase, which typically runs for six to 12 months. 
During the construction phase, the borrower pays interest only. 
These construction loans have rates and terms which match the
one- to four-family permanent loans then offered by the Company,
except that a higher loan fee is typically charged to the
construction borrower.  Residential construction loans are
generally underwritten pursuant to the same guidelines used for
originating permanent residential loans.  At September 30, 1998,
the Company had seven construction loans for one- to four-family
residences totaling $590,000 and one construction loans for
commercial real estate totaling $468,000.

     Construction loans are generally made up to a maximum
loan-to-value ratio of 80% based upon an appraisal.  Because of
the uncertainties inherent in estimating construction costs and
the market for the project upon completion, however, it is
relatively difficult to evaluate accurately the total loan funds
required to complete a project, the related loan-to-value ratios
and the likelihood of ultimate success of the project.
Construction loans to borrowers other than owner occupants also
involve many of the same risks discussed below regarding
commercial real estate loans and tend to be more sensitive to
general economic conditions than many other types of loans.

     Prior to making a commitment to fund a construction loan,
the Company requires an appraisal of the property.  The
Company's construction loan policy provides for the inspection
of properties by Company personnel at the commencement of
construction and prior to disbursement of funds during the term
of the construction loan.

     Mortgage-backed and related securities.  Mid-Iowa has a
substantial portfolio of mortgage-backed and related securities
which it holds for investment.  Such securities can serve as
collateral for borrowings and, through repayments, as a source
of liquidity.  For information regarding the carrying and market
values of Mid-Iowa's mortgage-backed and related securities
portfolio, see Notes 2 and 3 of the Notes to Consolidated
Financial Statements in the Annual Report to Stockholders
attached hereto as Exhibit 13.  Under the Company's risk-based
capital requirement, mortgage-backed and related securities have
a risk weight of 20% (or 0% in the case of GNMA securities) in
contrast to the 50% risk weight assigned to residential loans. 
See "Regulation -- Regulatory Capital Requirements."

     At September 30, 1998, the Company's holdings of mortgage-
backed and related securities, including those available for
sale, totaled $29.7 million, or 29.1%, of the Company's gross
loan and mortgage-backed and related securities portfolio. 
Consistent with the Company's asset/liability policy, most of
the mortgage-backed and related securities purchased by the
Company in recent periods carry adjustable interest rates or are
for short or intermediate effective terms.  

     As part of its mortgage-backed and related security
portfolio, the Company has also purchased investment grade or
federal agency guaranteed collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs")
having adjustable interest rates or effective terms to maturity
of seven years or less.  Such securities are derived by
reallocating cash flows from mortgage pass-through securities or
from pools of mortgage loans.  The CMOs and REMICs acquired by
the Company are not interest only, or principal only or residual
interests.

     Because federal agency mortgage-backed and related
securities generally carry a yield approximately 50 to 100 basis
points below that of the corresponding type of residential loan,
in the event that these purchases increase, the Company's asset
yields could be adversely affected.  Due to the existence of the
federal agency guarantee on the Company's mortgage-backed and
related securities and the availability of adjustable rate
mortgage-backed and related securities, the Company's interest
rate risk and credit risk would not necessarily be increased by
a future increase in mortgage-backed and related securities
volume.  The Company will evaluate mortgage-backed and related
securities acquisitions in the future based on its
asset/liability objectives, market conditions and its alternate
investment opportunities.
                              8<PAGE>
<PAGE>
     The following table sets forth the balance outstanding on
the Company's mortgage-backed and related securities at the
dates indicated.
<TABLE>
<CAPTION>
                                            
                                                     At September 30,  
                                            -------------------------------
                                             1998         1997        1996
                                            ------       ------      ------
                                                   (In thousands)
<S>                                          <C>         <C>         <C>
Federal Home Loan Mortgage Corporation. . .  $ 3,359     $ 1,788     $ 1,163
Federal National Mortgage Association . . .    4,597       5,360       6,251
Government National Mortgage Association. .   10,679      14,004      10,785
Collateralized Mortgage Obligations . . . .   11,105       9,396      10,148
                                             -------     -------     -------
    Total . . . . . . . . . . . . . . . . .  $29,740     $30,548     $28,347
                                             =======     =======     =======
</TABLE>

     Commercial Real Estate Lending.  The Company has from time
to time engaged in commercial real estate lending, including
multi-family lending, in its market area and has purchased whole
commercial loans and participation interests in loans from other
financial institutions secured by properties located in Iowa,
Colorado, Tennessee and Wisconsin.  At September 30, 1998, the
Company had $13.5 million of commercial real estate loans, which
represented 13.2% of the Company's gross loan and mortgage-
backed and related securities portfolio.  At September 30, 1998,
all of the Company's commercial real estate portfolio was
performing in accordance with its terms.   At September 30,
1998, 76.0% of the Company's commercial real estate loan
portfolio was secured by properties located in the State of
Iowa.

     The Company originates commercial real estate loans and
purchases whole loans and participation interests in commercial
real estate loans.  The Company's commercial real estate loan
portfolio is secured primarily by apartment buildings, office
buildings, retail stores, nursing homes, churches and
warehouses.  Commercial real estate loans may have terms up to
30 years.  Generally, the loans are made in amounts up to 75% of
the appraised value of the security property.  The underwriting
standards employed by the Company for commercial real estate
loans include a review of the financial condition of the
borrower, the borrower's credit history, and the reliability and
predictability of the net income generated by the property
securing the loan.  The Company generally requires the
submission of personal financial statements and personal
guarantees of the borrowers.  Appraisals on properties securing
commercial real estate loans originated by the Company are
performed by independent appraisers selected by Mid-Iowa.

     Loans secured by commercial real estate properties are
generally larger and involve a greater degree of credit risk
than one- to four-family residential mortgage loans.  Because
payments on loans secured by commercial real estate properties
are often dependent on the successful operation or management of
the properties, repayment of such loans may be subject to
adverse conditions in the real estate market or the economy.  If
the cash flow from the project is reduced (for example, if
leases are not obtained or renewed), the borrower's ability to
repay the loan may be impaired.

     Consumer Lending.  Mid-Iowa offers a variety of secured
consumer loans, including home equity, second mortgage
(including home improvement) and automobile loans and loans
secured by savings deposits.  In addition, Mid-Iowa offers other
secured and unsecured consumer loans, including Visa and
Mastercard credit cards.  At September 30, 1998, the Company's
consumer loan portfolio totaled $9.1 million, or 8.9%, of its
gross loan and mortgage-backed and related securities portfolio. 
The Company currently originates most of its consumer loans in
its primary market area. The Company originates consumer loans
on both a direct and indirect basis.  Direct loans are made when
the Company extends credit directly to the borrower.  Indirect
loans are obtained when the Company purchases loan contracts
from retailers of goods or services which have extended credit
to their customers.  The only indirect lending by Mid-Iowa is
with selected automobile dealers located in the Company's
lending area.  The Company underwrites each indirect loan in
accordance with its normal consumer loan standards.
                              9<PAGE>
<PAGE>
     Consumer loan terms vary according to the type and value
of collateral.  The underwriting standards employed by the
Company for consumer loans include an application, a
determination of the applicant's payment history on other debts
and an assessment of ability to meet existing obligations and
payments on the proposed loan.  Although creditworthiness of the
applicant is a primary consideration, the underwriting process
also includes a comparison of the value of the security, if any,
in relation to the proposed loan amount.

     The largest component of Mid-Iowa's consumer loan
portfolio consists of second mortgage loans.  At September 30,
1998, second mortgage loans totaled $5.0 million, or
approximately 4.9%, of the Company's gross loan and mortgage-
backed and related securities portfolio.  Loans secured by
second mortgages, together with loans secured by all prior
liens, are limited to 100% or less of the appraised value of the
property securing the loan and generally have maximum terms that
do not exceed seven years. 

     Consumer loans may entail greater credit risk than do
residential mortgage loans, particularly in the case of consumer
loans which are unsecured or are secured by rapidly depreciable
assets, such as automobiles.  In such cases, any repossessed
collateral for a defaulted consumer loan may not provide an
adequate source of repayment of the outstanding loan balance as
a result of the greater likelihood of damage, loss or
depreciation.  In addition, consumer loan collections are
dependent on the borrower's continuing financial stability, and
thus are more likely to be affected by adverse personal
circumstances.  Furthermore, the application of various federal
and state laws, including bankruptcy and insolvency laws, may
limit the amount which can be recovered on such loans.  At
September 30, 1998, $43,000, or .47%, of the consumer loan
portfolio was non-performing.  There can be no assurance that
delinquencies will not increase in the future.

     Commercial Business Lending.  The Company originates a
limited number of commercial business loans.  At September 30,
1998, approximately $1.6 million, or 1.6%, of the Company's
total loans and mortgage-backed and related securities portfolio
was comprised of commercial business loans.  Mid-Iowa's
commercial business lending activities consist primarily of
loans to agricultural borrowers in its primary market area. 

     The Company recognizes the generally increased risks
associated with commercial business lending.  Mid-Iowa's
commercial business lending policy emphasizes credit file
documentation and analysis of the borrower's character, capacity
to repay the loan, the adequacy of the borrower's capital and
collateral as well as an evaluation of the industry conditions
affecting the borrower.  Analysis of the borrower's past,
present and future cash flows is also an important aspect of
Mid-Iowa's credit analysis.

     Unlike residential mortgage loans, which generally are
made on the basis of the borrower's ability to make repayment
from his or her employment and other income and which are
secured by real property whose value tends to be more easily
ascertainable, commercial business loans typically are made on
the basis of the borrower's ability to make repayment from the
cash flow of the borrower's business.  As a result, the
availability of funds for the repayment of commercial business
loans may be substantially dependent on the success of the
business itself (which, in turn, is likely to be dependent upon
the general economic environment).  The Company's commercial
business loans are generally secured by business assets. 
However, the collateral securing the loans may depreciate over
time, may be difficult to appraise and may fluctuate in value
based on the success of the business.  At September 30, 1998,
all of Mid-Iowa's commercial business loan portfolio was
performing in accordance with its terms.  
<PAGE>
ORIGINATIONS, PURCHASES, SALES AND SERVICING OF LOANS AND
MORTGAGE-BACKED AND RELATED SECURITIES

     Real estate loans are primarily originated by Mid-Iowa's
staff of salaried loan officers.  In addition, Mid-Iowa
originates residential loans through brokers secured by
properties located in other markets.  The Company reviews the
underlying documentation and relies on its own underwriting
process in determining whether to grant or deny a loan.
                              10<PAGE>
<PAGE>
     While the Company originates both adjustable-rate and
fixed-rate loans, its ability to generate loans is dependent
upon the relative customer demand for loans in its market. 
Customer demand is affected primarily by the interest rate
environment.

     Mid-Iowa has a substantial portfolio of fixed-rate and
adjustable-rate mortgage-backed and related securities which it
purchases and holds for investment consistent with its
asset/liability objectives.  At September 30, 1998, mortgage-
backed and related securities, including securities held for
sale, totaled $29.7 million, or 29.1% of Mid-Iowa's total loan
and mortgage-backed and related securities portfolio.  See
"- Mortgage-backed and related securities."

     At September 30, 1998, the Company had 19 groups of whole
loans and loan participations totaling $9.5 million secured by
property primarily located outside the Company's primary market
area.  These loans and participation interests are secured
primarily by properties located in the midwest, Colorado and
Wisconsin.  At September 30, 1998, none of these loans was
included in the Company's non-performing assets as a non-
performing loan.   See "- Non-Performing Assets and Classified
Assets."

     From time to time, the Company has sold whole loans and
loan participations.  Sales of whole loans and loan
participations generally have been beneficial to the Company
since these sales usually generate income at the time of sale
and provide funds for additional lending and other investments. 
Otherwise, the Company typically retains its fixed rate one- to
four-family loans because such loans are originated for
retention consistent with the Company's asset/liability
objectives.

     With the exception of FHA and VA loans, when loans are
sold the Company typically retains the responsibility for
collecting and remitting loan payments, making certain that real
estate tax payments are made on behalf of borrowers, and
otherwise servicing the loans.  The Company receives a servicing
fee for performing these services.  The amount of servicing fees
received by the Company varies but is generally calculated on
the basis of the outstanding principal amount of the loans
serviced.  The servicing fees are earned and recognized as
income as each loan payment is received. The Company services
for others mortgage loans that it originated and sold amounting
to approximately $1.3 million at September 30, 1998. 

     In periods of economic uncertainty, the Company's ability
to originate large dollar volumes of real estate loans may be
substantially reduced or restricted, with a resultant decrease
in related loan origination fees, other fee income and operating
earnings.
                              11<PAGE>
<PAGE>
     The following table shows the loan origination, purchase
and repayment activities of the Company for the periods
indicated.
<TABLE>
<CAPTION>
                                               Year Ended September 30,  
                                            -------------------------------
                                             1998         1997        1996
                                            -----        ------      ------
                                                   (In thousands)
<S>                                          <C>         <C>         <C>
Originations by type:
--------------------
 Adjustable rate:
  Real estate - one- to four-family. . . . . $ 4,872     $ 3,944     $ 7,397
              - commercial . . . . . . . . .   3,013          --          80
  Non-real estate consumer . . . . . . . . .   1,458       1,117         630
         Total adjustable-rate . . . . . . .   9,343       5,061       8,107
 Fixed rate:
  Real estate - one- to four-family. . . . .   9,597       5,977       4,149
              - commercial . . . . . . . . .   1,423       2,284       2,155
  Non-real estate - consumer . . . . . . . .   6,068       5,602       3,831
                  - commercial business. . .     978       2,137       2,535
         Total fixed-rate. . . . . . . . . .  18,066      16,000      12,670
         Total loans originated. . . . . . .  27,409      21,061      20,777

Purchases:
---------
 Fixed rate mortgage-backed and  related 
    securities . . . . . . . . . . . . . . .   3,307       1,010          --
 Adjustable rate mortgage-backed and 
    related securities . . . . . . . . . . .   2,999       4,861       3,937
         Total purchased . . . . . . . . . .   6,307       5,871       3,937

Sales and Repayments:
--------------------
  Real estate loans. . . . . . . . . . . . .     265          --       2,415
  Mortgage-backed and related  securities. .      --          --          --
         Total sales . . . . . . . . . . . .     265          --       2,415
  Principal repayments . . . . . . . . . . .      --      20,965      18,822
         Total reductions. . . . . . . . . .      --      20,965      21,237
  Increase (decrease) in other items, net. .      --         684          16
                                             -------     -------     -------
         Net increase. . . . . . . . . . . . $ 4,260     $ 6,651     $ 3,493
                                             =======     =======     =======
</TABLE>
NON-PERFORMING ASSETS AND CLASSIFIED ASSETS

     When a borrower fails to make a required payment on real
estate secured loans, consumer loans and commercial business
loans within 20, 11 and ten days, respectively, after the
payment is due, the Company generally institutes collection
procedures by mailing a notice and calling the customer.  The
customer is contacted again when the payment continues to be an
additional five to ten days past due and in the case of real
estate loans, when 60 days past due, a "right-to-cure" notice is
sent.  In most cases, delinquencies are cured promptly; however,
the Company will meet with the borrower in order to determine
the reason for the delinquency and to effect a cure, and, where
appropriate, review the condition of the property and the
financial circumstances of the borrower.  Based upon the results
of any such investigation, the Company may:  (i) accept a
repayment program which under appropriate circumstances could
involve an extension for the arrearage from the borrower; (ii)
seek evidence, in the form of a listing contract, of efforts by
the borrower to sell the property if the borrower has stated
that he is attempting to sell; (iii) attempt to involve the
private mortgage insurer in a work-out of the loan; or (iv)
initiate foreclosure proceedings.

     Generally, when a loan becomes delinquent 90 days or more
or when the collection of principal and/or interest become
doubtful, the Company will place the loan on a non-accrual
status and, as a result, interest income receivable is charged
to an allowance which is established by a charge to interest
income.  Future interest income is recognized
                              12<PAGE>
<PAGE>
on a cash basis only, until, in management's opinion, the
borrower's ability to make periodic interest and principal
payments has been normalized.

     The following table sets forth information concerning
delinquent mortgage and other loans at September 30, 1998.  The
amounts presented represent the total remaining principal
balances of the related loans, rather than the actual payment
amounts which are overdue and are reflected as a percentage of
loans in the related portfolio.
<TABLE>
<CAPTION>
                                                     Loans Delinquent For:                                
                       -------------------------------------------------------------------------------
                              30-59 days                  60-89 days               90 days and over
                       -------------------------    -----------------------    -----------------------
                       Number   Amount   Percent    Number  Amount  Percent    Number  Amount  Percent
                       -------------------------    -----------------------    -----------------------
                                                     (Dollars in thousands)
<S>                     <C>      <C>     <C>        <C>     <C>      <C>       <C>      <C>    <C>
One- to four-family. .    5      $124    .26%        --     $ --      --%       1      $ 83   .18%
Consumer . . . . . . .   10        71    .78          5        7     .01       13        43   .47
                        ---      ----               ---     ----              ---      ----   
Total. . . . . . . .     15      $195    .35%         5     $  7      --%      14      $126   .22%
                        ===      ====               ===     ====              ===      ====   
</TABLE>

     The table below sets forth the gross amounts and
categories of non-performing assets in the Company's loan
portfolio.   For all years presented, the Company has had no
troubled debt restructurings (which involve forgiving a portion
of interest or principal on any loans or making loans at a rate
materially less than that of market rates) or accruing loans
delinquent more than 90 days.  Foreclosed assets include assets
acquired in settlement of loans.
<TABLE>
<CAPTION>
                                                       At September 30,
                                        --------------------------------------------
                                          1998     1997     1996     1995     1994
                                        -------- -------- -------- -------- --------
                                                   (Dollars in Thousands)
<S>                                      <C>     <C>      <C>      <C>      <C>
Non-performing assets
Non-accruing loans:
 One- to four-family . . . . . . .      $ 83    $ --      $142     $138     $ --
 Commercial real estate. . . . . .        --      --        --       --       --
 Consumer. . . . . . . . . . . . .        43      17         9        3       33
                                        ----    ----      ----     ----     ----
   Total . . . . . . . . . . . . .       126      17       151      141       33
                                        ----    ----      ----     ----     ----
Foreclosed assets:
 One- to four-family . . . . . . .        92      --        --       --       --
 Commercial real estate. . . . . .        --      --        --       --       --
                                        ----    ----      ----     ----     ----
   Total . . . . . . . . . . . . .        92      --        --       --       --
                                        ----    ----      ----     ----     ----
   Total non-performing assets . .      $218    $ 17      $151     $141     $ 33
                                        ====    ====      ====     ====     ====
Total non-performing assets as a
   percentage of total assets. . .       .15%    .01%      .13%     .13%     .03%
                                        ====    ====      ====     ====     ====
</TABLE>

     For the year ended September 30, 1998, net interest income
which would have been recorded had the non-accruing loans been
current in accordance with their original terms amounted to
$4,400.  No interest income was recognized on such loans for the
year ended September 30, 1998. 

     Non-accruing loans.  As of September 30, 1998, the Company
had $126,000 in net book value of non-accruing loans consisting
of one- to four-family and consumer loans.

     Foreclosed Assets.  The Company had one foreclosed loan in
real estate owned totaling $92,000 at September 30, 1998.
                              13<PAGE>
<PAGE>
     Other Loans of Concern.  In addition to the non-performing
loans set forth in the tables above, as of September 30, 1998
there was also an aggregate of $165,000 in net book value of
loans classified by the Company with respect to which known
information about the possible credit problems of the borrowers
or the cash flows of the security properties have caused
management to have some doubts as to the ability of the
borrowers to comply with present loan repayment terms and which
may result in the future inclusion of such items in the non-
performing asset categories.  The balance of these loans "of
concern" consisted of consumer loans. 

     As of September 30, 1998, there were no other loans not
included on the table or discussed above where known information
about the possible credit problems of borrowers caused
management to have serious doubts as to the ability of the
borrower to comply with present loan repayment terms and which
may result in disclosure of such loans in the future.  

     Classified Assets.  Federal regulations provide for the
classification of loans and other assets such as debt and equity
securities considered by the OTS to be of lesser quality as
"substandard," "doubtful" or "loss."  An asset is considered
"substandard" if it is inadequately protected by the current
retained earnings and paying capacity of the obligor or of the
collateral pledged, if any.  "Substandard" assets include those
characterized by the "distinct possibility" that the savings
association will sustain "some loss" if the deficiencies are not
corrected.  Assets classified as "doubtful" have all of the
weaknesses inherent in those classified "substandard," with the
added characteristic that the weaknesses present make
"collection or liquidation in full," on the basis of currently
existing facts, conditions, and values, "highly questionable and
improbable."  Assets classified as "loss" are those considered
"uncollectible" and of such little value that their continuance
as assets without the establishment of a specific loss reserve
is not warranted.

     When a savings association classifies problem assets as
either substandard or doubtful, it may establish general
allowances for loan losses in an amount deemed prudent by
management.  General allowances represent loss allowances which
have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances,
have not been allocated to particular problem assets.  When a
savings association classifies problem assets as "loss," it is
required either to establish a specific allowance for losses
equal to 100% of that portion of the asset so classified or to
charge-off such amount.  A savings association's determination
as to the classification of its assets and the amount of its
valuation allowances is subject to review by the savings
association's Regional Director at the regional OTS office, who
may order the establishment of additional general or specific
loss allowances.

     In accordance with its classification of assets policy,
the Company regularly reviews the loans and other assets in its
portfolio to determine whether any loans require classification
in accordance with applicable regulations.  On the basis of
management's monthly review of its assets, at September 30,
1998, the Company had classified $165,000 of its assets as
substandard, no assets classified as doubtful and $25,000 of
assets classified as loss.  Such classified assets at September
30, 1998 included $126,000 of non-performing loans and $14,000
of the other loans of concern, discussed above.

     Allowance for Losses on Loans. The allowance for loan
losses is established through a provision for loan losses based
on management's evaluation of the risk inherent in its loan
portfolio and changes in the nature and volume of its loan
activity.  Such evaluation, which includes a review of all loans
of which full collectibility may not be reasonably assured,
considers among other matters, the estimated fair value of the
underlying collateral, economic conditions, historical loan loss
experience and other factors that warrant recognition in
providing for an adequate loan allowance.

     Real estate properties acquired through foreclosure are
recorded at the lower of the related loan balance, net of any
specific loan loss provision (which is charged-off at the time
of transfer), or fair value at the date of foreclosure. 
Valuations are periodically updated by management and a specific
provision for losses on such property is established by a charge
to operations if the carrying value of the property exceeds its
estimated fair value.
                              14<PAGE>
<PAGE>
     Although management believes that it uses the best
information available to determine the allowances, unforeseen
market conditions could result in adjustments and net earnings
could be significantly affected if circumstances differ
substantially from the assumptions used in making the final
determination.  Future additions to the Company's allowances are
the result of periodic loan, property and collateral reviews and
thus cannot be predicted in advance.  At September 30, 1998, the
Company had a total allowance for losses on loans of $307,000,
or .46%, of total loans (excluding mortgage-backed and related
securities).  See "Regulation - Federal Regulation of Savings
Associations".

     The following table sets forth an analysis of the
Company's allowance for loan losses.
<TABLE>
<CAPTION>
                                               Year Ended September 30,  
                                            ------------------------------
                                             1998         1997       1996
                                            -----        ------     ------
                                                   (In thousands)
<S>                                          <C>         <C>        <C>
Balance at beginning  of period. . . . . . . $301,952    $273,819   $248,028

Charge-offs:
  One- to four-family. . . . . . . . . . . .       --          --         --
  Commercial . . . . . . . . . . . . . . . .   16,287          --         --
  Consumer . . . . . . . . . . . . . . . . .   42,635      54,387     19,390
                                             --------    --------   --------
 Total Chargeoffs. . . . . . . . . . . . . .   58,922      54,387     19,390

Recoveries:
  One- to four-family. . . . . . . . . . . .       --          --         --
  Consumer . . . . . . . . . . . . . . . . .    4,198       1,520      9,181
                                             --------    --------   --------
  Total Recoveries . . . . . . . . . . . . .    4,198       1,520      9,181
                                             --------    --------   --------
Net charge-offs. . . . . . . . . . . . . . .   54,724      52,867     10,209
Additions charged to operations. . . . . . .   60,000      81,000     36,000
                                             --------    --------   --------
Balance at end of period . . . . . . . . . . $307,228    $301,952   $273,819
                                             ========    ========   ========

Ratio of net charge-offs during the 
 period to average loans outstanding 
 during the period . . . . . . . . . . . . .      .08%        .09%       .02%

Allowance for loan losses to  total
 non-performing assets  at end of period . .   152.29    1,776.19     181.34

Allowance for loan losses to non-performing
 loans at end of period. . . . . . . . . . .   263.49    1,766.19     181.34

Allowance for loan losses to total loans at
 end of  period. . . . . . . . . . . . . . .      .46         .45        .44
</TABLE>
                              15<PAGE>
<PAGE>
     The distribution of the Company's allowance for losses on
loans at the dates indicated is summarized as follows:

<TABLE>
<CAPTION>
                                                                At September 30,
                                    ----------------------------------------------------------------------
                                         1998                       1997                    1996
                                    ---------------------   ---------------------   --------------------- 
                                              Percent of              Percent of              Percent of
                                              Loans in                Loans in                Loans in
                                              Category to             Category to             Category to
                                    Amount    Total Loans    Amount   Total Loans    Amount   Total Loans
                                    ---------------------    ---------------------   ---------------------
                                                             (Dollars in thousands)
<S>                                 <C>       <C>           <C>       <C>           <C>        <C>
One- to four-family. . . . . . .    $167,691   65.18%       $160,142   68.73%       $139,173    73.17%
Commercial real estate . . . . .      54,787   18.56          55,869   15.13          50,943    12.26
Construction or development. . .       1,000    1.46           1,000    2.00           1,000     1.41
Consumer . . . . . . . . . . . .      71,350   12.59          73,399   12.07          68,571    10.03
Commercial  business . . . . . .      12,400    2.21          11,542    2.08          14,132     3.13
                                    --------  ------        --------  ------        --------   ------
    Total. . . . . . . . . . . .    $307,228  100.00%       $301,952  100.00%       $273,819   100.00%
                                    ========  ======        ========  ======        ========   ======
</TABLE>

INVESTMENT ACTIVITIES 

     Mid-Iowa must maintain minimum levels of investments that
qualify as liquid assets under OTS regulations.  Liquidity may
increase or decrease depending upon the availability of funds
and comparative yields on investments in relation to the return
on loans.  Historically, the Company has maintained its liquid
assets above the minimum requirements imposed by the OTS
regulations and at a level believed adequate to meet
requirements of normal daily activities, repayment of maturing
debt and potential deposit outflows.  As of September 30, 1998,
the Company's liquidity ratio (liquid assets as a percentage of
net withdrawable savings deposits and current borrowings) was
42.4%.  See "Regulation - Liquidity."

     Federally chartered savings institutions have the
authority to invest in various types of liquid assets, including
United States Treasury obligations, securities of various
federal agencies, certain certificates of deposit of insured
banks and savings institutions, certain bankers' acceptances,
repurchase agreements and federal funds.  Subject to various
restrictions, federally chartered savings institutions may also
invest their assets in commercial paper, investment grade
corporate debt securities and mutual funds whose assets conform
to the investments that a federally chartered savings
institution is otherwise authorized to make directly.

     Generally, the investment policy of the Company is to
invest funds among various categories of investments and
maturities based upon the Company's asset/liability management
policies, investment quality and marketability, liquidity needs
and performance objectives.

     At September 30, 1998, the Company's interest-bearing
deposits in other financial institutions totaled $15.1 million,
or 10.2% of its total assets, and investment securities totaled
$25.0 million, or 16.9% of its total assets.  As of such date,
the Company also had a $1.8 million investment in the common
stock of the FHLB of Des Moines in order to satisfy the
requirement for membership in such institution.  It is the
Company's general policy to purchase investment securities which
are U.S. Government securities and federal agency obligations,
state and local government obligations, commercial paper, short-
term corporate debt securities and overnight federal funds.  At
September 30, 1998, the average term to maturity or repricing of
the investment securities portfolio was 2.0 years.

                              16<PAGE>
<PAGE>
     The following table sets forth the composition of the
Company's investment portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                    At September 30,
                                    --------------------------------------------------
                                         1998            1997               1996
                                    ---------------  ---------------   ---------------
                                    Book      % of   Book      % of    Book      % of
                                    Value     Total  Value     Total   Value     Total
                                    ------    -----  ------    -----   ------    ----  
                                                 (Dollars in thousands)
<S>                                 <C>       <C>    <C>        <C>     <C>       <C>
Interest-bearing deposits with other
 financial institutions. . . . . . . $15,072  100.00% $ 3,445   100.00% $   810   100.0%
                                     =======  ======  =======   ======  =======   =====

Investment securities:
 Federal agency obligations. . . . . $20,046   74.66% $18,974    79.55% $17,991    81.1%
 State and local government 
   obligations . . . . . . . . . . .   5,002   18.63    3,227    13.53    2,867    12.9
                                     -------  ------  -------   ------  -------   -----
     Subtotal. . . . . . . . . . . .  25,048   93.30   22,201    93.08   20,858    94.0

FHLB stock . . . . . . . . . . . . .   1,800    6.70    1,650     6.92    1,325     6.0
                                     -------  ------  -------   ------  -------   -----
Total investment securities 
   and FHLB stock. . . . . . . . . . $26,848  100.00% $23,851   100.00% $22,183   100.0%
                                     =======  ======  =======   ======  =======   =====
Average remaining life or term to
 repricing, excluding FHLB stock 
 and other marketable equity 
 securities. . . . . . . . . . . . . 2.0 years        4.1 years         3.8 years        
                     
</TABLE>
     The composition and maturities of the investment
securities portfolio, excluding FHLB of Des Moines stock are
indicated in the following table.
<TABLE>
<CAPTION>
                                                                 At September 30,
                                    ---------------------------------------------------------------------------
                                                  Over         Over  
                                       1 Year     1 to 5      5 to 10      Over            Total Investment
                                      or Less     Years        Years      10 Years            Securities
                                    ----------  ----------   ----------   ----------   ------------------------
                                    Book Value  Book Value   Book Value   Book Value   Book Value  Market Value
                                    ----------  ----------   ----------   ----------   ----------  ------------
                                                             (Dollars in thousands)
<S>                                 <C>         <C>           <C>         <C>           <C>        <C>

Federal agency obligations . . . . . $15,956    $ 3,104       $  986      $  --        $20,046     $20,245
State and local government 
  obligations. . . . . . . . . . . .      50      1,883        2,484        585          5,002       5,183
                                     -------    -------       ------      -----        -------     -------
Total investment securities. . . . . $16,006    $ 4,987       $3,470      $ 585        $25,048     $25,428
                                     =======    =======       ======      =====        =======     =======
Weighted average yield . . . . . .      6.01%      5.95%        6.00%      5.95%          6.00%     
                                     =======    =======       ======      =====        =======     
</TABLE>
     The Company's investment securities portfolio at September
30, 1998 contained neither tax-exempt securities nor securities
of any issuer with an aggregate book value in excess of 10% of
the Company's stockholder equity, excluding those issued by the
United States Government, or its agencies. 

     Mid-Iowa's investment security portfolio is managed in
accordance with a written investment policy adopted by the Board
of Directors and implemented by its Investment Committee,
consisting of the Company's President and Treasurer.  At the
present time, Mid-Iowa does not have any investments that are
held for trading purposes. 

     The OTS maintains guidelines regarding management
oversight and accounting treatment for securities, including
investment securities, loans, mortgage-backed and related
securities and derivative securities.  The guidelines require
thrift institutions to reduce the carrying value of securities
to the lesser of cost or market value unless it can be
                            17<PAGE>
<PAGE>
demonstrated that a class of securities is intended to be held
to maturity.  As of September 30, 1998, the Company held $25.9
million and $23.9 million, respectively, of principal amount of
mortgage-backed and related securities and investment securities
which the Company intends to hold until maturity.  As of such
date, these securities had a market value of $26.1 million and
$24.3 million, respectively.

SOURCES OF FUNDS 

     General.  The Company's primary sources of funds are
deposits, amortization and prepayment of loan principal
(including interest earned on mortgage-backed and related
securities), interest earned on or maturation of investment
securities and short-term investments, and funds provided from
operations.

     Borrowings will be used to compensate for reductions in
deposits or deposit inflows at less than projected levels, and
may be used on a longer-term basis to support expanded lending
activities.

     Deposits.  Mid-Iowa offers a variety of deposit accounts
having a wide range of interest rates and terms.  The Company's
deposits consist of passbook accounts, club accounts, money
market deposit accounts, NOW and checking accounts, and
certificate accounts ranging in terms from three months to eight
years.  The Company primarily solicits deposits from its market
area and does not use brokers to obtain deposits.  The Company
relies primarily on competitive pricing policies, advertising,
and customer service to attract and retain these deposits.

     The flow of deposits is influenced significantly by
general economic conditions, changes in money market and
prevailing interest rates, and competition.

     The variety of deposit accounts offered by the Company has
allowed it to be competitive in obtaining funds and to respond
with flexibility to changes in consumer demand.  The Company has
become more susceptible to short-term fluctuations in deposit
flows, as customers have become more interest rate conscious. 
The Company manages the pricing of its deposits in keeping with
its asset/liability management and profitability objectives. 
Based on its experience, the Company believes that its passbook
savings, money market deposit accounts, and NOW accounts are
relatively stable sources of deposits.  However, the ability of
the Company to attract and maintain certificates of deposits,
and the rates paid on these deposits, has been and will continue
to be significantly affected by market conditions.

     The following table sets forth the savings flows of the
Company during the periods indicated.
<TABLE>
<CAPTION>
                                               Year Ended September 30,  
                                            ------------------------------
                                             1998         1997       1996
                                            -----        ------     ------
                                                   (In thousands)
<S>                                          <C>         <C>        <C>
Opening balance. . . . . . . . . . . . . . .$ 89,378     $ 82,872   $ 78,671
Deposits . . . . . . . . . . . . . . . . . . 195,532      165,470    130,584
Withdrawals. . . . . . . . . . . . . . . . . 191,374      161,419    128,746
Interest credited. . . . . . . . . . . . . .   2,817        2,455      2,363
                                            --------     --------   --------
Ending balance . . . . . . . . . . . . . . .$ 96,353     $ 89,378   $ 82,872
                                            ========     ========   ========
Net increase (decrease). . . . . . . . . . .$  6,975     $  6,506   $  4,201
                                            ========     ========   ========
Percent increase (decrease). . . . . . . . .    7.80%        7.85%      5.34%
                                            ========     ========   ========
</TABLE>
                            18<PAGE>
<PAGE>
     The following table sets forth the dollar amount of
deposits in the various types of deposit programs offered by the
Company for the periods indicated.
<TABLE>
<CAPTION>

                                                    At September 30,
                                    ---------------------------------------------------
                                         1998            1997               1996
                                    ---------------  ---------------   ---------------- 
                                    Amount      %    Amount      %     Amount       %
                                    ------    -----  ------    -----   ------      ----  
                                                 (Dollars in thousands)
<S>                                 <C>       <C>    <C>       <C>     <C>        <C>
Interest Rate Range:
-------------------
Market Rate Accounts . . . . . .    $17,941   18.62% $17,572    19.66% $13,421    16.10%
Passbook Accounts 2.15-2.25%          5,473    5.68    5,798     6.49    6,050     7.30
NOW Accounts 0-1.05% . . . . . .      5,832    6.05    5,992     6.70    4,951     6.07
                                    -------  ------  -------   ------  -------   ------
Total Non-Certificates . . . . .     29,246   30.35   29,362    32.85   24,422    29.47
                                    -------  ------  -------   ------  -------   ------

Certificates of Deposit:
------------------------
 0.00 -  3.99% . . . . . . . . .      4,187    4.35    4,590     5.14    6,408     7.73
 4.00 -  5.99% . . . . . . . . .     46,737   48.50   43,982    49.21   49,285    59.47
 6.00 -  7.99% . . . . . . . . .     16,183   16.80   11,444    12.81    2,756     3.33
 8.00 -  9.99% . . . . . . . . .         --      --       --       --        1       --
                                    -------  ------  -------   ------  -------   ------
Total Certificates of Deposit. .     67,107   69.65   60,016    67.15   58,450    70.53
                                    -------  ------  -------   ------  -------   ------
Total Deposits . . . . . . . . .    $96,353  100.00% $89,378   100.00% $82,872   100.00%
                                    =======  ======  =======   ======  =======   ======
</TABLE>
     The following table shows rate and maturity information
for the Company's certificates of deposit as of September 30,
1998.

<TABLE>
<CAPTION>
                                    0.00-     4.00-    6.00-    8.00-            Percent
                                    3.99%     5.99%    7.99%    9.99%   Total   of Total
                                    -----     -----    -----    -----   -----   --------
                                                 (Dollars in thousands)
<S>                                 <C>       <C>      <C>      <C>      <C>     <C>
December 31, 1998. . . . . . . .    $1,222    $14,789  $ 4,581  $ --    $20,592   30.69%
March 31, 1999 . . . . . . . . .     1,409     15,813    3,484    --     20,706   30.86
June 30, 1999. . . . . . . . . .       471      4,093    4,359    --      8,923   13.30
September 30, 1999 . . . . . . .       730      4,448    2,714    --      7,892   11.76
December 31, 1999. . . . . . . .        13      2,111      168    --      2,292    3.42
March 31, 2000 . . . . . . . . .        93      1,245      112    --      1,450    2.16
June 30, 2000. . . . . . . . . .        50        743       62    --        855    1.27
September 30, 2000 . . . . . . .       148        418       16    --        582     .87
December 31, 2000. . . . . . . .        16        267       73    --        356     .53
March 31, 2001 . . . . . . . . .         7        470       84    --        561     .84
June 30, 2001. . . . . . . . . .         3         29      422    --        454     .68
September 30, 2001 . . . . . . .        25        838       --    --        863    1.29
December 31, 2001. . . . . . . .        --        341       28    --        369     .55
Thereafter . . . . . . . . . . .        --      1,132       80    --      1,212    1.81
                                    ------    -------  -------  ----    -------  ------
     Total . . . . . . . . . . .    $4,187    $46,737  $16,183  $ --    $67,107  100.00%
                                    ======    =======  =======  ====    =======  ======
     Percent of total. . . . . .      6.24%     69.65%   24.12%   --%
                                    ======    =======  =======  ==== 
</TABLE>
                            19<PAGE>
<PAGE>
     The following table indicates the amount of the Company's
certificates of deposit by time remaining until maturity as of
September 30, 1998.

<TABLE>
<CAPTION>

                                           Over      Over
                              3 Months    3 to 6    6 to 12      Over
                              or Less     Months     Months    12 Months   Total
                              --------    ------    -------    ---------   -----
                                      (Dollars in thousands)
<S>                           <C>         <C>       <C>        <C>         <C>
Certificates of deposit less 
  than $100,000 . . . . . . . $15,688     $14,491   $14,445    $8,274      $52,898
Certificates of deposit of 
  $100,000 or more. . . . . .   3,569       4,909     2,270       720       11,468
Public funds (1). . . . . . .   1,335       1,306       100        --        2,741
                              -------     -------   -------    ------      -------
Total certificates of 
  deposit. . . . . . . . . .  $20,592     $20,706   $16,815    $8,994      $67,107
                              =======     =======   =======    ======      =======
<FN>
_______________
 (1) Deposits from governmental and other public entities.
</FN>
</TABLE>

     The following tables sets forth the maximum month-end
balance and average balance of FHLB advances and other
borrowings during the periods indicated.
<TABLE>
<CAPTION>
                                               Year Ended September 30,  
                                            ------------------------------
                                             1998         1997       1996
                                            -----        ------     ------
                                                (Dollars in thousands)
<S>                                          <C>         <C>        <C>
Maximum Balance:
---------------
FHLB advances and other borrowings . . . . . $36,000     $25,000    $20,500

Average Balance:
---------------
FHLB advances and other borrowings . . . . . $33,600     $27,625    $19,250

Weighted average interest rate of FHLB 
  advances . . . . . . . . . . . . . . . . .    5.52%       5.64%      5.61%
</TABLE>

     The following table sets forth certain information as to
the Company's FHLB advances and other borrowings at the dates
indicated.

<TABLE>
<CAPTION>
                                               Year Ended September 30,  
                                            ------------------------------
                                             1998         1997       1996
                                            -----        ------     ------
                                                (Dollars in thousands)
<S>                                          <C>         <C>        <C>
FHLB advances. . . . . . . . . . . . . . . . $36,000     $25,000    $20,500
                                             -------     -------    -------
  Total borrowings . . . . . . . . . . . . . $36,000     $25,000    $20,500
                                             =======     =======    =======
Weighted average interest rate
  of FHLB advances . . . . . . . . . . . . .    5.50%       5.70%      5.64%
</TABLE>

                            20<PAGE>
<PAGE>
SUBSIDIARY ACTIVITIES 

     As a federally chartered savings bank, the Bank is
permitted by OTS regulations to invest up to 2% of its assets,
or $2.9 million at September 30, 1998, in the stock of, or loans
to, service corporation subsidiaries.  As of such date, the net
book value of the Bank's investment in and loans to its service
corporations was approximately $92,000.  The Bank may invest an
additional 1% of its assets in service corporations where such
additional funds are used for inner-city or community
development purposes.

     Center of Iowa Investments ("CII"), the Bank's wholly
owned subsidiary, markets mutual funds, annuities, and discount
securities brokerage services to the Company's customer.  CII
recognized net income of $29,000, for the 1998 fiscal year.

     In addition to the Bank, the Company directly owns Mid-
Iowa Security Corp., which conducts real estate brokerage
services and owns Quail Ridge development, a single-family
residential development located in Newton, Iowa, consisting of
36 developed residential lots and 15 acres of additional land. 
At September 30, 1998, residential lots and 4.5 acres of land
remain to be sold.  At September 30, 1998, Mid-Iowa Security's
investment in Quail Ridge development was $90,000.  Mid-Iowa
Security maintains a $12,000 general valuation allowance
allocated to Quail Ridge.  Mid-Iowa Security recognized net
income of $54,000 for the 1998 fiscal year.

COMPETITION 

     Mid-Iowa faces strong competition, both in originating
real estate and other loans and in attracting deposits. 
Competition in originating real estate loans comes primarily
from other commercial banks, savings associations, credit unions
and mortgage bankers making loans secured by real estate located
in the Company's market area.  Commercial banks and finance
companies provide strong competition in consumer lending.  The
Company competes for real estate and other loans principally on
the basis of the quality of services it  provides to borrowers,
interest rates and loan fees it charges, and the types of loans
it originates.

     The Company attracts nearly all of its deposits through
its retail banking offices, primarily from the communities in
which those retail banking offices are located; therefore,
competition for those deposits is principally from other
commercial banks, savings associations and credit unions located
in the same communities.  The Company competes for these
deposits by offering a variety of deposit accounts at
competitive rates, convenient business hours, and convenient
branch locations with interbranch deposit and withdrawal
privileges at each branch.

     The Company serves primarily Jasper County and West Des
Moines, Iowa.  There are ten commercial banks and no other
savings associations which compete for deposits and loans in
Jasper Country.  Mid-Iowa estimates its share of the residential
mortgage loan market to be approximately 30% and its share of
the savings deposit base to be approximately 20% in Jasper
County.  The market share in West Des Moines has not been
determined.

REGULATION

     General.  The Bank is a federally chartered savings bank,
the deposits of which are federally insured and backed by the
full faith and credit of the United States Government. 
Accordingly, the Bank is subject to broad federal regulation and
oversight extending to all its operations.  The Bank is a member
of the FHLB of Des Moines and is subject to certain limited
regulation by the Board of Governors of the Federal Reserve
System ("Federal Reserve Board").  As the savings and loan
holding company of the Bank, the Company also is subject to
federal regulation and oversight.  The purpose of the regulation
of the Company and other holding companies is to protect
subsidiary savings associations.  The Bank is a member of the
SAIF and the deposits of the Bank are insured by the FDIC.  As a
result, the FDIC has certain regulatory and examination
authority over the Bank.  

     Certain of these regulatory requirements and restrictions
are discussed below or elsewhere in this document.
                            21<PAGE>
<PAGE>
     Federal Regulation of Savings Associations.  The OTS has
extensive authority over the operations of savings associations. 
As part of this authority, the Bank is required to file periodic
reports with the OTS and is subject to periodic examinations by
the OTS and the FDIC.  All federal savings associations are
subject to a semi-annual assessment, based upon the
association's total assets, to fund the operations of the OTS. 
The Bank's OTS assessment for the fiscal year ended September
30, 1998 was $41,532.

     The OTS also has extensive enforcement authority over all
savings institutions and their holding companies, including the
Bank and the Company.  This enforcement authority includes,
among other things, the ability to assess civil money penalties,
to issue cease-and-desist or removal orders and to initiate
injunctive actions.  In general, these enforcement actions may
be initiated for violations of laws and regulations and unsafe
or unsound practices.  Other actions or inactions may provide
the basis for enforcement action, including misleading or
untimely reports filed with the OTS.  Except under certain
circumstances, public disclosure of final enforcement actions by
the OTS is required.

     In addition, the investment, lending and branching
authority of the Bank is prescribed by federal laws, and it is
prohibited from engaging in any activities not permitted by such
laws.  For instance, no savings institution may invest in non-
investment grade corporate debt securities.  In addition, the
permissible level of investment by federal associations in loans
secured by non-residential real property may not exceed 400% of
total capital, except with approval of the OTS.  Federal savings
associations are also generally authorized to branch nationwide. 
At September 30, 1998, the Bank was in compliance with the noted
restrictions.  

     The Bank's general permissible lending limit for loans-to-
one-borrower is equal to the greater of $500,000 or 15% of
unimpaired capital and surplus (except for loans fully secured
by certain readily marketable collateral, in which case this
limit is increased to 25% of unimpaired capital and surplus). 
At September 30, 1998, the Bank's lending limit under this
restriction was $1.7 million.  The Bank is in compliance with
the loans-to-one-borrower limitation. 

     The OTS, as well as the other federal banking agencies,
has adopted guidelines establishing safety and soundness
standards on such matters as loan underwriting and
documentation, internal controls and audit systems, interest
rate risk exposure and compensation and other employee benefits. 
Any institution which fails to comply with these standards must
submit a compliance plan.  A failure to submit a plan or to
comply with an approved plan will subject the institution to
further enforcement action.

     Insurance of Accounts and Regulation by the FDIC.  The
Bank is a member of the SAIF, which is administered by the FDIC. 
Deposits are insured up to applicable limits by the FDIC and
such insurance is backed by the full faith and credit of the
United States Government.  As insurer, the FDIC imposes deposit
insurance premiums and is authorized to conduct examinations of
and to require reporting by FDIC-insured institutions.  It also
may prohibit any FDIC-insured institution from engaging in any
activity the FDIC determines by regulation or order to pose a
serious risk to the FDIC.  The FDIC also has the authority to
initiate enforcement actions against savings associations, after
giving the OTS an opportunity to take such action, and may
terminate the deposit insurance if it determines that the
institution has engaged in unsafe or unsound practices or is in
an unsafe or unsound condition.

     Under the Federal Deposit Insurance Act, the FDIC is
required to set semi-annual assessments for SAIF-insured
institutions to maintain the designated reserve ratio of the
SAIF at 1.25% of estimated insured deposits or at a higher
percentage of estimated insured deposits that the FDIC
determines to be justified for that year by circumstances
raising a significant risk of substantial future losses to the
SAIF.

     Under the risk-based deposit insurance assessment system
adopted by the FDIC, the assessment rate for an insured
depository institution depends on the assessment risk
classification assigned to the institution by the FDIC, which is
determined by the institution's capital level and supervisory
evaluations.   Based on the data reported to regulators for the
date closest to the last day of the seventh month preceding the
semi-annual assessment period, institutions are assigned to one
of three capital groups -- well capitalized, adequately
capitalized or undercapitalized."  Within each capital group,
institutions are assigned to one of three subgroups on the basis
of supervisory evaluations by the institution's primary
supervisory authority and such other information as the FDIC
determines to be relevant to

                            22<PAGE>
<PAGE>
the institution's financial condition and the risk posed to the
deposit insurance fund.  Mid-Iowa currently is classified as
well capitalized under this assessment system. 

     Regulatory Capital Requirements.  Federally insured
savings associations, such as the Bank, are required to maintain
a minimum level of regulatory capital.  The OTS has established
capital standards, including a tangible capital requirement, a
leverage ratio (or core capital) requirement and a risk-based
capital requirement applicable to such savings associations. 
These capital requirements must be generally as stringent as the
comparable capital requirements for national banks.  The OTS is
also authorized to impose capital requirements in excess of
these standards on individual associations on a case-by-case
basis.

     The capital regulations require tangible capital of at
least 1.5% of adjusted total assets (as defined by regulation). 
Tangible capital generally includes common stockholders' equity
and retained income, and certain noncumulative perpetual
preferred stock and related income.  In addition, all intangible
assets, other than a limited amount of purchased mortgage
servicing rights, must be deducted from tangible capital.  At
September 30, 1998, CII, a wholly owned subsidiary of the Bank,
had $5,000 of goodwill qualifying as an intangible asset and
which was deducted from the Bank's tangible capital.

     The OTS regulations establish special capitalization
requirements for savings associations that own subsidiaries.  In
determining compliance with the capital requirements, all
subsidiaries engaged solely in activities permissible for
national banks or engaged in certain other activities solely as
agent for its customers are "includable" subsidiaries that are
consolidated for capital purposes in proportion to the
association's level of ownership.  For excludable subsidiaries
the debt and equity investments in such subsidiaries are
deducted from assets and capital.  As of September 30, 1998, the
Bank did not have any investments or advances to its
subsidiaries that are excluded from regulatory capital.

     At September 30, 1998, the Bank had tangible capital of
$11.2 million, or 7.7%, of adjusted total assets, which is
approximately $9.0 million above the minimum requirement of 1.5%
of adjusted total assets in effect on that date.

     The capital standards also require core capital equal to
at least 3% of adjusted total assets.  Core capital generally
consists of tangible capital plus certain intangible assets,
including a limited amount of purchased credit card
relationships.  As a result of the prompt corrective action
provisions discussed below, however, a savings association must
maintain a core capital ratio of at least 4% to be considered
adequately capitalized unless its supervisory condition is such
to allow it to maintain a 3% ratio.  At September 30, 1998, the
Bank had no intangibles which were subject to these tests. 

     At September 30, 1998, the Bank had core capital equal to
$11.2 million, or 7.7%, of adjusted total assets, which is $6.8
million above the minimum leverage ratio requirement of 3% as in
effect on that date.

      The OTS risk-based requirement requires savings
associations to have total capital of at least 8% of risk-
weighted assets.  Total capital consists of core capital, as
defined above, and supplementary capital.  Supplementary capital
consists of certain permanent and maturing capital instruments
that do not qualify as core capital and general valuation loan
and lease loss allowances up to a maximum of 1.25% of risk-
weighted assets.  Supplementary capital may be used to satisfy
the risk-based requirement only to the extent of core capital. 
The OTS also is authorized to require a savings association to
maintain an additional amount of total capital to account for
concentration of credit risk and the risk of non-traditional
activities.  At September 30, 1998, the Bank had $11.1 million
of capital instruments (none of which qualify as supplementary
capital) and $307,000 of general loss reserves, which was 19.0%
of risk-weighted assets.

     Certain exclusions from capital and assets are required to
be made for the purpose of calculating total capital.  Such
exclusions consist of equity investments (as defined by
regulation) and that portion of land loans and nonresidential
construction loans in excess of an 80% loan-to-value ratio and
reciprocal holdings of qualifying capital instruments.  The Bank
did not have any such exclusions from capital and assets at
September 30, 1998. 
                            23<PAGE>
<PAGE>
     In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet items, will be
multiplied by a risk weight, ranging from 0% to 100%, based on
the risk inherent in the type of asset.  For example, the OTS
has assigned a risk weight of 50% for prudently underwritten
permanent one- to four-family first lien mortgage loans not more
than 90 days delinquent and having a loan to value ratio of not
more than 80% at origination unless insured to such ratio by an
insurer approved by FNMA or FHLMC.

    OTS risk-based capital requirements require savings
institutions with more than a "normal" level of interest rate
risk to maintain additional total capital.  A savings
institution's interest rate risk is measured in terms of the
sensitivity of its "net portfolio value" to changes in interest
rates.  Net portfolio value is defined, generally, as the
present value of expected cash inflows from existing assets and
off-balance sheet contracts less the present value of expected
cash outflows from existing liabilities.  A savings institution
is considered to have a "normal" level of interest rate risk
exposure if the decline in its net portfolio value after an
immediate 200 basis point increase or decrease in market
interest rates (whichever results in the greater decline) is
less than two percent of the current estimated economic value of
its assets.  A savings institution with a greater than normal
interest rate risk is required to deduct from total capital, for
purposes of calculating its risk-based capital requirement, an
amount (the "interest rate risk component") equal to one-half
the difference between the institution's measured interest rate
risk and the normal level of interest rate risk, multiplied by
the economic value of its total assets.

    The OTS calculates the sensitivity of a savings
institution's net portfolio value based on data submitted by the
institution in a schedule to its quarterly Thrift Financial
Report and using the interest rate risk measurement model
adopted by the OTS.  The amount of the interest rate risk
component, if any, to be deducted from a savings institution's
total capital is based on the institution's Thrift Financial
Report filed two quarters earlier.  Institutions with less than
$300 million in assets and a risk-based capital ratio above 12%,
like the Bank, generally are exempt from filing the interest
rate risk schedule with their Thrift Financial Reports. 
However, the OTS will require any exempt institution that it
determines may have a high level of interest rate risk exposure
to file such schedule on a quarterly basis and may be subject to
an additional capital requirement based upon its level of
interest rate risk as compared to its peers.

    On September 30, 1998, the Bank had total capital of $11.5
million (including $11.2 million in core capital and $307,000 in
qualifying supplementary capital) and risk-weighted assets of
$59.8 million; or total capital of 19.0% of risk-weighted
assets.  This amount was $6.6 million above the 8% requirement
in effect on that date.

    The OTS and the FDIC are authorized and, under certain
circumstances required, to take certain actions against savings
associations that fail to meet their capital requirements.  The
OTS generally is required to take action to restrict the
activities of an "undercapitalized association" (generally
defined to be one with less than either a 4% core capital ratio,
a 4% Tier 1 risked-based capital ratio or an 8% risk-based
capital ratio).  Any such association must submit a capital
restoration plan and until such plan is approved by the OTS may
not increase its assets, acquire another institution, establish
a branch or engage in any new activities, and generally may not
make capital distributions.  The OTS is authorized to impose the
additional restrictions that are applicable to significantly
undercapitalized associations.

    Limitations on Dividends and Other Capital Distributions. 
OTS regulations impose various restrictions or requirements on
associations with respect to their ability to pay dividends or
make other distributions of capital.  OTS regulations prohibit
an association from declaring or paying any dividends or from
repurchasing any of its stock if, as a result, the regulatory
capital of the association would be reduced below the amount
required to be maintained for the liquidation account
established in connection with its mutual to stock conversion.

    The OTS utilizes a three-tiered approach to permit
associations, based on their capital level and supervisory
condition, to make capital distributions which include
dividends, stock redemptions or repurchases, cash-out mergers
and other transactions charged to the capital account (see "--
Regulatory Capital Requirements").

    Generally, Tier 1 associations, which are associations
that before and after the proposed distribution meet their fully
phased-in capital requirements, may make capital distributions
during any calendar year equal to the greater of 100% of net
income for the year-to-date plus 50% of the amount by which the
lesser of the association's tangible, core

                            24<PAGE>
<PAGE>
or risk-based capital exceeds its fully phased-in capital
requirement for such capital component, as measured at the
beginning of the calendar year, or the amount authorized for a
Tier 2 association.  However, a Tier 1 association deemed to be
in need of more than normal supervision by the OTS may be
downgraded to a Tier 2 or Tier 3 association as a result of such
a determination.  The Bank meets the requirements for a Tier 1
association and has not been notified of a need for more than
normal supervision.  Tier 2 associations, which are associations
that before and after the proposed distribution meet their
current minimum capital requirements, may make capital
distributions of up to 75% of net income over the most recent
four quarter period.  

    Tier 3 associations (which are associations that do not
meet current minimum capital requirements) that propose to make
any capital distribution and Tier 2 associations that propose to
make a capital distribution in excess of the noted safe harbor
level must obtain OTS approval prior to making such
distribution.  Tier 2 associations proposing to make a capital
distribution within the safe harbor provisions and Tier 1
associations proposing to make any capital distribution need
only submit written notice to the OTS 30 days prior to such
distribution.  As a subsidiary of the Company, the Bank also is
required to give the OTS 30 days' notice prior to declaring any
dividend on its stock.  The OTS may object to the distribution
during that 30-day period based on safety and soundness
concerns.  See "-- Regulatory Capital Requirements."

    Liquidity.  All savings associations, including the Bank,
are required to maintain an average daily balance of liquid
assets equal to a certain percentage of the sum of its average
daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less.  This liquid asset ratio
requirement may vary from time to time (between 4% and 10%)
depending upon economic conditions and savings flows of all
savings associations.  At the present time, the minimum liquid
asset ratio is 4%.

    Penalties may be imposed upon associations for violations
of liquid asset ratio requirement.  At September 30, 1998, the
Bank was in compliance with an overall liquid asset ratio of
42.4%.

    Qualified Thrift Lender Test.  All savings associations,
including the Bank, are required to meet a qualified thrift
lender ("QTL") test to avoid certain restrictions on their
operations.  This test requires a savings association to have at
least 65% of its portfolio assets (as defined by regulation) in
qualified thrift investments on a monthly average for nine out
of every 12 months on a rolling basis.  Such assets primarily
consist of residential housing related loans and investments. 
At September 30, 1998, the Bank met the test and has always met
the test since its inception. 

    Any savings association that fails to meet the QTL test
must convert to a national bank charter, unless it requalifies
as a QTL and thereafter remains a QTL.  If an association does
not requalify and converts to a national bank charter, it must
remain SAIF-insured unless it determines to become a BIF member. 
If such an association has not yet requalified or converted to a
national bank, its new investments and activities are limited to
those permissible for both a savings association and a national
bank, and it is limited to national bank branching rights in its
home state.  In addition, the association is immediately
ineligible to receive any new FHLB borrowings and is subject to
national bank limits for payment of dividends.  If such
association has not requalified or converted to a national bank
within three years after the failure, it must divest of all
investments and cease all activities not permissible for a
national bank.  In addition, it must repay promptly any
outstanding FHLB borrowings, which may result in prepayment
penalties.  If any association that fails the QTL test is
controlled by a holding company, then within one year after the
failure, the holding company must register as a bank holding
company and become subject to all restrictions on bank holding
companies.  See "-- Holding Company Regulation."

    Community Reinvestment Act.  Under the Community
Reinvestment Act ("CRA"), every FDIC-insured institution has a
continuing and affirmative obligation consistent with safe and
sound banking practices to help meet the credit needs of its
entire community, including low and moderate income
neighborhoods.  The CRA does not establish specific lending
requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of
products and services that it believes are best suited to its
particular community, consistent with the CRA.  The CRA requires
the OTS, in connection with the examination of the Bank, to
assess the institution's record of meeting the credit needs of
its community and to take such record into account in its
evaluation of certain

                            25<PAGE>
<PAGE>
applications, such as a merger or the establishment of a branch,
by the Bank.  An unsatisfactory rating may be used as the basis
for the denial of an application by the OTS.

    The federal banking agencies, including the OTS, have
revised the CRA regulations and the methodology for determining
an institution's compliance with the CRA.  Due to the heightened
attention being given to the CRA in the past few years, the Bank
may be required to devote additional funds for investment and
lending in its local community.  The Bank was last examined for
CRA compliance in June 1998 and received a rating of
"satisfactory."

    Transactions with Affiliates.  Generally, transactions
between a savings association or its subsidiaries and its
affiliates are required to be on terms as favorable to the
association as transactions with non-affiliates.  In addition,
certain of these transactions, such as loans to an affiliate,
are restricted to a percentage of the association's capital. 
Affiliates of the Bank include the Company and any company which
is under common control with the Bank.  In addition, a savings
association may not lend to any affiliate engaged in activities
not permissible for a bank holding company or acquire the
securities of most affiliates.  The Bank's subsidiaries are not
deemed affiliates, however; the OTS has the discretion to treat
subsidiaries of savings associations as affiliates on a case by
case basis. 

    Certain transactions with directors, officers or
controlling persons are also subject to conflict of interest
regulations enforced by the OTS.  These conflict of interest
regulations and other statutes also impose restrictions on loans
to such persons and their related interests.  Among other
things, such loans must be made on terms substantially the same
as for loans to unaffiliated individuals.

    Holding Company Regulation.  The Company is a unitary
savings and loan holding company subject to regulatory oversight
by the OTS.  As such, the Company is required to register and
file reports with the OTS and is subject to regulation and
examination by the OTS.  In addition, the OTS has enforcement
authority over the Company and its non-savings association
subsidiaries which also permits the OTS to restrict or prohibit
activities that are determined to be a serious risk to the
subsidiary savings association.

    As a unitary savings and loan holding company, the Company
generally is not subject to activity restrictions.  If the
Company acquires control of another savings association as a
separate subsidiary, it would become a multiple savings and loan
holding company, and the activities of the Company and any of
its subsidiaries (other than the Bank or any other SAIF-insured
savings association) would become subject to such restrictions
unless such other associations each qualify as a QTL and were
acquired in a supervisory acquisition.

    If the Bank fails the QTL test, the Company must obtain
the approval of the OTS prior to continuing after such failure,
directly or through its other subsidiaries, any business
activity other than those approved for multiple savings and loan
holding companies or their subsidiaries.  In addition, within
one year of such failure the Company must register as, and will
become subject to, the restrictions applicable to bank holding
companies.  The activities authorized for a bank holding company
are more limited than are the activities authorized for a
unitary or multiple savings and loan holding company.  See "--
Qualified Thrift Lender Test."

    The Company must obtain approval from the OTS before
acquiring control of any other SAIF-insured association.  Such
acquisitions are generally prohibited if they result in a
multiple savings and loan holding company controlling savings
associations in more than one state.  However, such interstate
acquisitions are permitted based on specific state authorization
or in a supervisory acquisition of a failing savings
association.

    Federal Securities Law.  The stock of the Company is
registered with the SEC under the Securities Exchange Act of
1934, as amended (the "Exchange Act").  The Company is subject
to the information, proxy solicitation, insider trading
restrictions and other requirements of the SEC under the
Exchange Act.

    Company stock held by persons who are affiliates
(generally officers, directors and principal stockholders) of
the Company may not be resold without registration or unless
sold in accordance with certain resale restrictions.  If the

                            26<PAGE>
<PAGE>
Company meets specified current public information requirements,
each affiliate of the Company is able to sell in the public
market, without registration, a limited number of shares in any
three-month period.

    Federal Reserve System.  The Federal Reserve Board
requires all depository institutions to maintain non-interest
bearing reserves at specified levels against their transaction
accounts (primarily checking, NOW and Super NOW checking
accounts).  At September 30, 1998, the Bank was in compliance
with these reserve requirements.  The balances maintained to
meet the reserve requirements imposed by the Federal Reserve
Board may be used to satisfy liquidity requirements that may be
imposed by the OTS.  See "-- Liquidity."

    Savings associations are authorized to borrow from the
Federal Reserve Bank "discount window," but Federal Reserve
Board regulations require associations to exhaust other
reasonable alternative sources of funds, including FHLB
borrowings, before borrowing from the Federal Reserve Bank.

    Federal Home Loan Bank System.  The Bank is a member of
the FHLB of Des Moines, which is one of 12 regional FHLBs, that
administers the home financing credit function of savings
associations.  Each FHLB serves as a reserve or central bank for
its members within its assigned region.  It is funded primarily
from proceeds derived from the sale of consolidated obligations
of the FHLB System.  It makes loans to members (i.e., advances)
in accordance with policies and procedures established by the
board of directors of the FHLB, which are subject to the
oversight of the Federal Housing Finance Board.  All advances
from the FHLB are required to be fully secured by sufficient
collateral as determined by the FHLB.  In addition, all long-
term advances are required to provide funds for residential home
financing.

    Under federal law the FHLBs are required to provide funds
for the resolution of troubled savings associations and to
contribute to low- and moderately priced housing programs
through direct loans or interest subsidies on advances targeted
for community investment and low- and moderate-income housing
projects.  These contributions have affected adversely the level
of FHLB dividends paid and could continue to do so in the
future.  These contributions could also have an adverse effect
on the value of FHLB stock in the future.  A reduction in value
of the Bank's FHLB stock may result in a corresponding reduction
in the Bank's capital.

    As a member of the FHLB, the Bank is required to purchase
and maintain stock in the FHLB of Des Moines.  At September 30,
1998, the Bank had $1.8 million in FHLB stock, which was in
compliance with this requirement.  For the year ended September
30, 1998, dividends paid by the FHLB of Des Moines to the Bank
totaled $122,650.

    Federal and State Taxation.  Savings associations such as
the Bank that meet certain definitional tests relating to the
composition of assets and other conditions prescribed by the
Internal Revenue Code of 1986, as amended (the "Code"), are
permitted to establish reserves for bad debts and to make annual
additions thereto which may, within specified formula limits, be
taken as a deduction in computing taxable income for federal
income tax purposes (for taxable years beginning before December
31, 1995) the amount of the bad debt reserve deduction for "non-
qualifying loans" is computed under the experience method.  The
amount of the bad debt reserve deduction for "qualifying real
property loans" (generally loans secured by improved real
estate) may be computed under either the experience method or
the percentage of taxable income method (based on an annual
election).

    Under the experience method, the bad debt reserve
deduction is an amount determined under a formula based
generally upon the bad debts actually sustained by the savings
association over a period of years.
<PAGE>
    The percentage of specially computed taxable income that
is used to compute a savings association's bad debt reserve
deduction under the percentage of taxable income method (the
"percentage bad debt deduction") is 8%.  The percentage bad debt
deduction thus computed is reduced by the amount permitted as a
deduction for non-qualifying loans under the experience method. 
The availability of the percentage of taxable income method
permits qualifying savings associations to be taxed at a lower
effective federal income tax rate than that applicable to
corporations generally (approximately 31.3% assuming the maximum
percentage bad debt deduction).
                            27<PAGE>
<PAGE>
    Under the percentage of taxable income method, the
percentage bad debt deduction cannot exceed the amount necessary
to increase the balance in the reserve for "qualifying real
property loans" to an amount equal to 6% of such loans
outstanding at the end of the taxable year or the greater of (i)
the amount deductible under the experience method or (ii) the
amount which when added to the bad debt deduction for "non-
qualifying loans" equals the amount by which 12% of the amount
comprising savings accounts at year-end exceeds the sum of
surplus, undivided profits and reserves at the beginning of the
year.  At September 30, 1996, the 6% and 12% limitations did not
restrict the percentage bad debt deduction available to the
Bank.

    Legislation enacted in August 1996 repealed the percentage
of taxable income method of calculating the bad debt reserve. 
Savings institutions, like the Bank, which have previously used
that method are required to recapture into taxable income post-
1987 reserves in excess of the reserves calculated under the
experience method over a six-year period beginning with the
first taxable year beginning after December 31, 1995.  The Bank
will recapture approximately $480,000 of its tax bad debt
reserves.  The recapture will not have any effect on the
Company's net income because the related tax expense has already
been accrued.  

    The start of such recapture may be delayed until the third
taxable year beginning after December 31, 1995 if the dollar
amount of the institution's residential loan originations in
each year is not less than the average dollar amount of
residential loan originated in each of the six most recent years
disregarding the years with the highest and lowest originations
during such period.  For purposes of this test, residential loan
originations would not include refinancings and home equity
loans.

    Beginning with the first taxable year beginning after
December 31, 1995, savings institutions, such as the Bank, are
being treated the same as commercial banks.  Institutions with
$500 million or more in assets will be able to take a tax
deduction only when a loan is actually charged off. 
Institutions with less than $500 million in assets will still be
permitted to make deductible bad debt additions to reserves, but
only using the experience method. 

    In addition to the regular income tax, corporations,
including savings associations such as the Bank, generally are
subject to a minimum tax.  An alternative minimum tax is imposed
at a minimum tax rate of 20% on alternative minimum taxable
income, which is the sum of a corporation's regular taxable
income (with certain adjustments) and tax preference items, less
any available exemption.  The alternative minimum tax is imposed
to the extent it exceeds the corporation's regular income tax
and net operating losses can offset no more than 90% of
alternative minimum taxable income.  For taxable years beginning
after 1986 and before 1996, corporations, including savings
associations such as the Bank, are also subject to an
environmental tax equal to .12% of the excess of alternative
minimum taxable income for the taxable year (determined without
regard to net operating losses and the deduction for the
environmental tax) over $2 million.  

    To the extent earnings appropriated to a savings
association's bad debt reserves for "qualifying real property
loans" and deducted for federal income tax purposes exceed the
allowable amount of such reserves computed under the experience
method and to the extent of the association's supplemental
reserves for losses on loans ("Excess"), such Excess may not,
without adverse tax consequences, be utilized for the payment of
cash dividends or other distributions to a shareholder
(including distributions on redemption, dissolution or
liquidation) or for any other purpose (except to absorb bad debt
losses).  As of September 30, 1998, the Bank's excess for tax
purposes totaled approximately $1.8 million.

    The Company and its subsidiaries, including the Bank, file
consolidated federal income tax returns on a fiscal year basis
using the accrual method of accounting.  Savings associations,
such as the Bank, that file federal income tax returns as part
of a consolidated group are required by applicable Treasury
regulations to reduce their taxable income for purposes of
computing the percentage bad debt deduction for losses
attributable to activities of the non-savings association
members of the consolidated group that are functionally related
to the activities of the savings association member.
                            28<PAGE>
<PAGE>
    The tax returns of the Company and its subsidiaries have
not been audited by the IRS with respect to consolidated federal
income tax returns subsequent to 1988.  With respect to prior
years examined by the IRS, all deficiencies have been satisfied.
In the opinion of management, any examination of still open
returns (including returns of subsidiaries and predecessors of,
or entities merged into, the Company) would not result in a
deficiency which could have a material adverse effect on the
financial condition of the Bank and its consolidated
subsidiaries. 

    Iowa Taxation.  The Bank currently files an Iowa franchise
tax return.  The Company, its non-bank subsidiary and the Bank's
subsidiary file Iowa corporation tax returns on a fiscal year
end basis.

    Iowa imposes a franchise tax on the taxable income of
stock savings banks.  The tax rate is 5%, which may effectively
be increased, in individual cases, by application of a minimum
tax provision.  Taxable income under the franchise tax is
generally similar to taxable income under the federal corporate
income tax, except that, under the Iowa franchise tax, no
deduction is allowed for Iowa franchise tax payments and taxable
income includes interest on state and municipal obligations. 
Interest on U.S. obligations is taxable under the Iowa franchise
tax and under the federal corporate income tax. 

    Taxable income under the Iowa corporate income tax is
generally similar to taxable income under the federal corporate
income tax, except that, under the Iowa tax, no deduction is
allowed for Iowa income tax payments; interest from state and
municipal obligations is included in income; interest from U.S.
obligations is excluded from income; and 50% of federal
corporate income tax is excluded from income.  The Iowa
corporate income tax rates range from 6% to 12% and may be
effectively increased, in individual cases, by application of a
minimum tax provision. 

    Delaware Taxation.  As a Delaware holding company, the
Company is exempted from Delaware corporate income tax but is
required to file an annual report with and pay an annual fee to
the State of Delaware.  The Company is also subject to an annual
franchise tax imposed by the State of Delaware. 

EMPLOYEES

    At September 30, 1998, the Company and its subsidiaries
had a total of 42 employees, including eight part-time
employees.  The Company's employees are not represented by any
collective bargaining group.  Management considers its employee
relations to be satisfactory.
                            29<PAGE>
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY

    The executive officers of the Company, each of whom is
currently an executive officer of the Bank, are identified
below. The executive officers of the Company are elected
annually by the Company's Board of Directors.  The Bank has
entered into employment agreements with both of its executive
officers.  

   Name                   Position With Holding Company
   ----                   -----------------------------          
    

Kevin D. Ulmer            President and Chief Executive Officer
Gary R. Hill              Executive Vice President, Secretary
                            and Treasurer

ITEM 2.  PROPERTIES
-------------------

     The Company conducts its business at its main office and
five other locations in its primary market area.  The following
table sets forth information relating to each of the Company's
offices as of September 30, 1998.

     The Company owns each of its offices except Prairie City,
which is leased.  The total net book value of the Company's
premises and equipment (including land, building and leasehold
improvements and furniture, fixtures and equipment) at September
30, 1998 was $2.6 million.  See Note 6 of Notes to Consolidated
Financial Statements in the Annual Report to Stockholders
attached hereto as Exhibit 13.

<TABLE>
<CAPTION>
                                                       Square        Net Book
                                            Total      Footage       Value at
                                   Date     Square    Leased to    September 30,
Location                         Acquired   Footage     Others         1998
--------                         --------   -------   ---------    ------------- 
<S>                              <C>        <C>       <C>            <C>
Main Office:

123 W. 2nd St. North             1955       18,400     6,800         $445,796

215-217 W. 2nd St. North         1984        5,800    11,600          138,068

Branch Offices:

1907 1st Avenue E.
Newton, Iowa                     1977        1,270        --          145,489

15 E. Howard St.
Colfax, Iowa                     1978        1,080        --           30,731

108 E. Washington
Monroe, Iowa                     1979        2,500        --           64,222

100 State St.
Baxter, Iowa                     1982          770        --           28,278

101 W. Jefferson
Prairie City, Iowa                (1)          600        --            2,560

West Des Moines Branch
3900 Westown Parkway
West Des Moines, Iowa            1997       15,000    12,000        1,775,222
                                                                   ----------
                                                                   $2,630,366
                                                                   ==========
<FN>
_______________
(1)  This building is leased through July 1, 2000.
</FN>
</TABLE>
                             30<PAGE>
<PAGE>
     The Company uses a service bureau for an on-line data base
of depositor and borrower customer information.  The net book
value of the data processing and computer equipment utilized by
the Company at September 30, 1998 was $110,000.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is involved as plaintiff or defendant in
various legal actions arising in the normal course of its
business.  While the ultimate outcome of these proceedings
cannot be predicted with certainty, it is the opinion of
management, after consultation with counsel representing Company
in the proceedings, that the resolution of these proceedings
should not have a material effect on Company's consolidated
financial position or results of operations.

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

     No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
quarter ended September 30, 1998. 


                        PART II

ITEM  5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS
----------------------------------------------------------

     Information under the caption "Price Range of Common
Stock" in the Company's 1998 Annual Report to Stockholders is
herein incorporated by reference.

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
          OPERATION
---------------------------------------------------------

     Information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in
the Company's 1998 Annual Report to Stockholders is herein
incorporated by reference.

ITEM  7.  FINANCIAL STATEMENTS
------------------------------

     Information under the caption "Consolidated Financial
Statements" in the Company's 1998 Annual Report to Stockholders
is herein incorporated by reference.

ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------------

     There has been no current report on Form 8-K filed within
24 months prior to the date of the most recent financial
statements reporting a change in accountants and/or reporting
disagreements on any matter of accounting principle or financial
statement disclosure. 


                       PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
         ACT
---------------------------------------------------------------

     Information concerning directors, executive officers,
promoters and control persons of the Registrant is incorporated
herein by reference from the Company's definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders, a copy of
which will be filed not later than 120 days after the close of
the fiscal year.

                             31<PAGE>
<PAGE>
     Section 16(a) of the Exchange Act requires the Company's
directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to
file with the SEC reports of ownership and reports of changes in
ownership of common stock and other equity securities of the
Company.  Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

     To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written
representations that no other reports were required, during the
fiscal year ended September 30, 1998, the Registrant complied
with all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10 percent beneficial
owners. 

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

     Information concerning executive compensation is
incorporated herein by reference from the Company's definitive
Proxy Statement for the 1999 Annual Meeting of Stockholders, a
copy of which will be filed not later than 120 days after the
close of the fiscal year.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT
-------------------------------------------------------------

     Information concerning security ownership of certain
beneficial owners and management is incorporated herein by
reference from the Company's definitive Proxy Statement for the
1999 Annual Meeting of Stockholders, a copy of which will be
filed not later than 120 days after the close of the fiscal
year.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     Information concerning certain relationships and
transactions is incorporated herein by reference from the
Company's definitive Proxy Statement for the 1999 Annual Meeting
of Stockholders, a copy of which will be filed not later than
120 days after the close of the fiscal year.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------ 

     (a)  EXHIBITS:
<TABLE>
<CAPTION>                                                                 Reference to
Regulation                                                               Prior Filing or
S-B Exhibit                                                              Exhibit Number
Number          Document                                                 Attached Hereto
-----------     --------                                                 ---------------
<S>             <C>                                                         <C>
  2             Plan of acquisition, reorganization arrangement, 
                liquidation or succession                                    *
  3             Articles of Incorporation and Bylaws                         *
  4             Instruments defining the rights of security
                holders, including indentures:
                   Common Stock Certificate                                  *
  9             Voting trust agreement                                      None
 10             Material contracts:
                   Agreement and Plan of Reorganization dated
                   August 17, 1998                                           ***
                   1992 Stock Option and Incentive Plan                      *
                   Management Recognition and Retention Plan                 *
                   1997 Stock Option Plan                                    **
                Employment Agreements:
                   Kevin D. Ulmer                                            *
                   Gary R. Hill                                              *
 11             Statement re: computation of per share earnings             None
</TABLE>
                                  32<PAGE>
<PAGE>
<TABLE>
<CAPTION>                                                                 Reference to
Regulation                                                               Prior Filing or
S-B Exhibit                                                              Exhibit Number
Number          Document                                                 Attached Hereto
-----------     --------                                                 ---------------
<S>             <C>                                                         <C>
 13             Annual Report to Security Holders                           13
 16             Letter on change in certifying accountant                   None 
 18             Letter on change in accounting principles                   None
 21             Subsidiaries of Registrant                                  21
 22             Published report regarding matters submitted to
                vote of security holders                                    None
 23             Consent of Accountants                                      23
 24             Power of Attorney                                           None
 27             Financial Data Schedule                                     27
 99             Additional exhibits                                         None
<FN>
_______________
 *     Filed as exhibits to the Company's S-1 registration statement filed on June
       24, 1992, (File No. 33-48838) pursuant to Section 5 of the Securities Act of
       1933.  All of such previously filed documents are hereby incorporated herein
       by reference in accordance with Item 601 of Regulation S-B.
**     Filed as an exhibit to the Company's Form S-8 registration statement filed on
       March 27, 1997 (File No. 333-24049).
***    Filed as an exhibit to the Current Report on Form 8-K filed on August 17,
       1998.
</FN>
</TABLE>


     (b)  REPORTS ON FORM 8-K:

         On August 17, 1998, the Company filed a Current
Report on Form 8-K with the Securities and Exchange Commission
in which the Company entered into an Agreement and Plan of
Reorganization, providing for the acquisition of the Company by
First Federal Savings Bank of Siouxland.

                                  33<PAGE>
<PAGE>
                      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.

                             MID-IOWA FINANCIAL CORP.


Date: December 17, 1998      By: /s/ Kevin D. Ulmer
                                 -----------------------------
                                 Kevin D. Ulmer (Duly
                                 Authorized Representative)

     Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.


By: /s/ Kevin D. Ulmer           By:/s/ Gary R. Hill 
    ---------------------------     ------------------------
    Kevin D. Ulmer, President,      Gary R. Hill, Executive Vice
    Chief Executive Officer and     President, Secretary, 
    Director (Principal Executive   Treasurer and Director
    and Operating Officer)          (Principal Financial and
                                    Accounting Officer)

Date: December 17, 1998          Date: December 17, 1998


By: /s/ John E. Carl             By: 
    ---------------------------     ------------------------
    John E. Carl, Director          David E. Sandeen, Director

Date: December 17, 1998          Date: December __, 1998


By: /s/ Carey D. Loucks
    --------------------------- 
    Carey D. Loucks, Director

Date: December 17, 1998