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1998 ANNUAL REPORT
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               MID-IOWA FINANCIAL CORP.<PAGE>
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TABLE OF CONTENTS
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     President's Message. . . . . . . . . . . . . . . . . .  1
     Selected Consolidated Financial Information. . . . . .  2
     Management's Discussion and Analysis of Financial
       Condition and Results of Operations. . . . . . . . .  4
     Consolidated Financial Statements. . . . . . . . . . . 18
     Stockholder Information. . . . . . . . . . . . . . . . 46
     Corporate Information. . . . . . . . . . . . . . . . . 47

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                 [MID-IOWA FINANCIAL LETTERHEAD]


   

February 10, 1999
    


Dear Stockholder:

     I am pleased to report to you that our fiscal year ended
September 30, 1998, our sixth year as a publicly held company,
was another year of growth and profitability.  Net income for
the fiscal year was $1.3 million, while total assets grew to
$147.5 million.

     Our strong performance has provided for growth and
development of new products and services.  This past year marked
the first full year of operation of our new branch at 39th and
Westown Parkway in West Des Moines.  We are quite pleased with
the success of this branch.

     Director John Switzer passed away in September of 1998. 
John served proudly on our board for 26 years and all of us at
Mid-Iowa are grateful to have known John and for his many years
of dedicated service on our board.

     In August of 1998, Mid-Iowa entered into a definitive
agreement for sale of the company to First Federal Bankshares,
M.H.C.  I encourage you to review the accompanying information
regarding that transaction.  We are pleased to be associated
with First Federal which shares our philosophy of community
banking and personal customer service.  Like Mid-Iowa, First
Federal is a company with a strong commitment to the needs of
its customers and communities.

     On behalf of our Board of Directors, thank you for your
continued support and your investment in Mid-Iowa.

Sincerely,


/s/ Kevin D. Ulmer

Kevin D. Ulmer
President and Chief
 Executive Officer
<PAGE>
<PAGE>
      SELECTED CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                      At September 30,
                                    -----------------------------------------------------
                                       1998       1997       1996       1995       1994
                                    -----------------------------------------------------
                                                     (Dollars in thousands)
<S>                                 <C>        <C>        <C>        <C>        <C>
Selected Financial Condition Data:
---------------------------------
Total assets . . . . . . . . . . .  $147,517   $128,017   $115,804   $108,221   $100,562
Loans receivable, net. . . . . . .    71,436     66,418     62,123     57,847     54,269
Securities available for sale. . .     4,994      4,983      4,974        837        851
Mortgage-backed and related
 securities held for investment. .    25,862     26,180     23,974     28,139     29,497
Investment securities. . . . . . .    23,932     21,587     20,258     16,787     11,310
Deposits . . . . . . . . . . . . .    96,353     89,378     82,872     78,671     78,883
Total borrowings . . . . . . . . .    36,000     25,000     20,500     18,000     10,750
Stockholder's equity - partially 
  restricted . . . . . . . . . . .    13,760     12,061     10,601     10,261      9,770
</TABLE>

<TABLE>
<CAPTION>
                                                 Year Ended September 30,
                                    -----------------------------------------------------
                                       1998       1997       1996       1995       1994
                                    -----------------------------------------------------
                                       (Dollars in thousands, except per share amounts)
<S>                                 <C>        <C>        <C>        <C>        <C>
Selected Operations Data:
------------------------
Total interest income. . . . . . .  $ 9,806    $ 8,963    $ 8,227     $ 7,330    $ 6,211
Total interest expense . . . . . .    6,081      5,345      4,939       4,492      3,347
                                    -------    -------    -------     -------    -------
   Net interest income . . . . . .    3,725      3,618      3,288       2,838      2,864
Provision for losses on loans. . .       60         81         36          33         46
                                    -------    -------    -------     -------    -------
   Net interest income after 
     provision for losses on 
     loans . . . . . . . . . . . .    3,665      3,537      3,252       2,805      2,818
Fees and service charges . . . . .      395        365        325         314        428
Gain on loans, mortgage-backed
  and investment securities. . . .       25         24         33          14         25
Other noninterest income . . . . .      928      1,073        741         650        449
Total noninterest expense. . . . .    3,081      2,658      3,115       2,394      2,247
                                    -------    -------    -------     -------    -------
Income before taxes on income 
  and cumulative effect of 
  accounting changes . . . . . . .    1,932      2,341      1,236       1,389      1,473
Taxes on income. . . . . . . . . .      600        791        411         462        470
Cumulative effect of accounting 
  changes. . . . . . . . . . . . .       --         --         --          --         64
                                    -------    -------    -------     -------    -------
Net income . . . . . . . . . . . .  $ 1,332    $ 1,550    $   825     $   927    $ 1,067
                                    =======    =======    =======     =======    =======

Earnings per common share- 
  diluted (1). . . . . . . . . . .  $   .73    $   .89    $   .47     $   .52    $   .58
Cash dividends per common 
  share(1) . . . . . . . . . . . .  $   .08    $   .08    $   .08     $   .08    $   .07
</TABLE>
                                     2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                                 Year Ended September 30,
                                    -----------------------------------------------------
                                       1998       1997       1996       1995       1994
                                    -----------------------------------------------------
                                                   (Dollars in thousands)
<S>                                   <C>         <C>        <C>        <C>        <C>
Other Data:
----------
Average interest rate spread . . . .    2.38%       2.63%       2.54%      2.32%     2.72%
Net interest margin(2) . . . . . . .    2.77        3.04        2.97       2.74      3.07
Ratio of operating expense to
 average total assets(3) . . . . . .    1.62        1.57        2.16       1.79      1.97

Average interest-earning assets to
 average interest-bearing 
 liabilities . . . . . . . . . . . .  108.51      108.95      109.55     109.61    109.81

Non-performing assets to total
 assets at end of period . . . . . .     .15         .01         .13        .13       .03

Stockholder's equity to total 
 assets at end of period . . . . . .    9.33        9.42        9.15       9.48      9.72
Return on assets (net income to
 average total assets) . . . . . . .     .96        1.27         .73        .88      1.14
Return on stockholder's equity
 (net income to average
 stockholder's equity) . . . . . . .   10.26       13.70        7.79       9.25     11.38
Stockholder's equity-to-assets ratio
 (average stockholder's equity to
 average total assets) . . . . . . .    9.37        9.27        9.36       9.61      9.98
Number of full-service offices . . .       7           7           6          6         6
<FN>
_________                    
(1)  As adjusted for Mid-Iowa Financial Corp.'s 100% stock dividends paid on February 24,
     1995 and January 25, 1996.
(2)  Net interest income divided by average interest-earning assets.
(3)  Excludes the expenses of the subsidiaries of Mid-Iowa Savings Bank, F.S.B.  Such
     ratios, including such expenses would be 2.22%, 2.18%, 2.76%, 2.30% and 2.39% for the
     years ended September 30, 1998, 1997, 1996, 1995, and 1994, respectively.
</FN>
</TABLE>

                               3<PAGE>
<PAGE>
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Mid-Iowa Financial Corp. ("Mid-Iowa" or the "Company") was
formed in June of 1992 by Mid-Iowa Savings Bank, F.S.B. (the
"Bank") to become the thrift institution holding company of the
Bank.  The acquisition of the Bank by the Company was
consummated on October 13, 1992 in connection with the Bank's
conversion from the mutual to the stock form (the "Conversion").

     The primary business of the Company has historically
consisted of attracting deposits from the general public and
providing financing for the purchase of residential properties. 
The operations of the Company are significantly affected by
prevailing economic conditions as well as by government policies
and regulations relating to monetary and fiscal affairs, housing
and financial institutions.

     The Company's net income is primarily dependent upon the
difference (or "spread") between the average yield earned on
loans, mortgage-backed and related securities and investments,
and the average rate paid on deposits and borrowings, as well as
the relative amounts of such assets and liabilities.  The
interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand
and deposit flows.  The Company, like other thrift institutions,
is subject to interest rate risk to the degree that its
interest-bearing liabilities mature or reprice at different
times, or on a different basis, than its interest-earning
assets.

     The Company's net income is also affected by, among other
things, gains and losses on sales of loans and foreclosed
assets, provisions for possible loan losses, service charges and
other fees, commissions received from subsidiary operations,
operating expenses and income taxes.  Mid-Iowa Security
Corporation, a wholly-owned subsidiary of the Company, generates
revenues primarily by providing real estate brokerage services. 
Center of Iowa Investments, Limited, a wholly-owned subsidiary
of the Bank, generates revenues by providing credit reporting,
collection services and by sale of insurance, annuities, mutual
fund and other investment products to its customers as well as
providing discount securities brokerage services.  The Company
also opened a new branch at 39th and Westown Parkway in West Des
Moines, Iowa during the fiscal year ended September 30, 1997.

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.

FINANCIAL CONDITION
   
     Total assets increased by $19.5 million to $147.5 million
for the year ended September 30, 1998 compared to $128.0 million
for the year ended September 30, 1997.  Total loans receivable
increased to $71.4 million at September 30, 1998 from $66.4
million at September 30, 1997.  In response to customer demand,
the Company originated $27.4 million of loans during fiscal year
1998, including $18.1 million in fixed-rate mortgage loans and
$9.3 million in adjustable-rate mortgage ("ARM") loans.  The
Company's customers refinancing existing mortgage loans
accounted for approximately $5.5 million of these originations. 
Total mortgage-backed and related securities decreased to $29.7
million (including mortgage-backed securities available for
sale) at September 30, 1998, from $30.5 million at September 30,
1997.  Investment securities increased, as the Company invested
funds from deposit growth into agency securities, by $2.8
million to $25.0 million at September 30, 1998 from $22.2
million at September 30, 1997.  The increases in loans
receivable and investment securities were funded primarily by 
    
                               4<PAGE>
<PAGE>
   
proceeds received from an increase in deposits of $7.0 million
from $89.4 million at September 30, 1997 to $96.4 million at
September 30, 1998 and by an increase in Federal Home Loan Bank
(FHLB) borrowings of $9.0 million from $25.0 million at
September 30, 1997 to $36.0 million at September 30, 1998. The
increase in deposits was primarily attributable to deposit
growth in the West Des Moines branch.
    
     Stockholders' equity increased $1.7 million to $13.8
million at September 30, 1998 from $12.1 million at September
30, 1997.

RESULTS OF OPERATIONS

     The Company's results of operations depend primarily on
the level of its net interest income and noninterest income and
the level of its operating expenses.  Net interest income
depends upon the volume of interest-earning assets and interest-
bearing liabilities and interest rates earned or paid on them.

     During the year ended September 30, 1998, the Company's
operating strategy to improve its profitability and capital
position continued to emphasize (i) maintenance of the Company's
asset quality, (ii) asset-liability management, (iii) management
of operating expenses to improve operating income, and (iv)
expanding loan originations.  

COMPARISON OF FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND
SEPTEMBER 30, 1997

     General.  The Company's net income decreased by $218,000
to $1.3 million in fiscal year 1998 from net income of $1.5
million in fiscal 1997.  The primary reasons for this decrease
were the increase in non-interest expense of $422,000, a
decrease of $115,000 in non-interest income offset by an
increase of $107,000 in net interest income.  The increase in
non-interest expense was due primarily to additional operating
expense for the West Des Moines branch which opened in September
of 1997 and an increase in legal and accounting expenses
relating to the merger with First Federal of Siouxland.

     Interest Income.  Interest income increased $843,000 to
$9.8 million for fiscal 1998 from $9.0 million for fiscal 1997
primarily as a result of an increase in interest-earning assets
of $10.8 million at September 30, 1998.  The increase was
partially offset by a decrease in the average yield on interest
earning assets from 7.52% at September 30, 1997 to 7.28% at
September 30, 1998.

     Interest Expense.  Interest expense increased $736,000 to
$6.1 million in fiscal 1998 from $5.3 million in fiscal 1997 due
primarily to an increase in the average balances of the
Company's deposits and FHLB borrowings and an increase in
interest rates paid on deposits to 4.54% at September 30, 1998
from 4.50% at September 30, 1997.

     Net Interest Income.  Net interest income increased
$107,000 to $3.7 million at September 30, 1998 from $3.6 million
at September 30, 1997.  The Company's average spread (the
mathematical difference between the yield on interest-earning
assets and the cost of interest-bearing liabilities) decreased
to 2.38% for the year ended September 30, 1998 from 2.63% for
the year ended September 30, 1997.  The Company's net interest
margin (net interest income divided by average interest-earning
assets) decreased to 2.77% at September 30, 1998 from 3.04 at
September 30, 1997.

     While the interest rate environment of recent years has
proven beneficial to most financial institutions, including the
Company, increases in market rates of interest generally
adversely affect the net income of most financial institutions. 
Because the Company's assets reprice more quickly than its
liabilities, interest margins will likely decrease if interest
rates fall.
<PAGE>
     Non-Performing Assets and Provision for Losses on Loans. 
Management establishes specific reserves for estimated losses on
loans when it determines that losses are anticipated on these
loans.  The Company calculates any allowance for possible loan
losses based upon its ongoing evaluation of pertinent factors
underlying the types and quality of its loans.  These factors
include but are not limited to the current and anticipated
economic conditions, including uncertainties in the national
real estate market which may affect the Company's purchased
loans, the level

                              5<PAGE>
<PAGE>
of classified assets, historical loan loss experience, a
detailed analysis of individual loans for which full
collectibility many not be assured, a determination of the
existence and fair value of the collateral, the ability of the
borrower to repay and the guarantees securing such loans.
   
     Management, as a result of this review process, recorded
provisions for losses on loans in the amount of $60,000 for the
year ended September 30, 1998 as compared to $81,000 for the
year ended September 30, 1997.  The Company's allowance for
losses on loans at September 30, 1998 was $307,000 as compared
to $302,000 at September 30, 1997.  Total non-performing assets
at September 30, 1998 increased to $218,000, or 0.15% of total
assets, from $17,000, or .01% of total assets, at September 30,
1997.  Subsequent to September 30, 1998 the Company sold a
residential non-performing property at a gain of $11,000
reducing total non-performing assets to $126,000, most of which
represented one single family residential loan.
    
     The Company will continue to monitor and adjust its
allowance on loans as management's analysis of its loan
portfolio and economic conditions dictate.  However, although
the Company maintains its allowance for losses on loans  at a
level which it considers to be adequate to provide for potential
losses, in view of the continued uncertainties in the economy
generally and the regulatory uncertainty pertaining to reserve
levels for the thrift industry generally, there can be no
assurance that such losses will not exceed the estimated amounts
or that the Company will not be required to make additional
substantial additions to its allowance for losses on loans in
the future.

     Noninterest Income.  Noninterest income, consisting
primarily of income generated from the Bank's subsidiaries,
decreased $115,000 to 1.3 million for the year ended September
30, 1998 from $1.5 million for the year ended September 30,
1997.  The decrease was due primarily to restitution paid in the
year ended September 30, 1997 in the amount of $221,000 paid to
the Company from certain outside investors found by the Office
of Thrift Supervision  to have violated the OTS Change in
Control Laws and Regulations partially offset by increased
commissions income of the real estate brokerage operation
conducted through a subsidiary of the Company for the fiscal
year ending September 30, 1998.  Other noninterest income
generated by the subsidiaries totaled $854,000 and $820,000 for
the years ended September 30, 1998 and 1997, respectively.

     Noninterest Expenses.  Noninterest expenses increased
$420,000 to $3.1 million for the year ended September 30, 1998
as compared to $2.7 million for the year ended September 30,
1997.  The increase was primarily due to increased operating
expense for the West Des Moines branch which opened in September
of 1997 of approximately $300,000 and an increase in legal and
other merger related expenses of $65,000 in the year ended
September 30, 1998.  Non-interest expense attributable to the
Bank's subsidiaries totaled $736,000 and $702,000 in fiscal 1998
and 1997, respectively.

     Income Taxes.  Income taxes for fiscal year 1998 decreased
to $600,000 due to a $235,000 decrease in taxable income.

COMPARISON OF FISCAL YEARS ENDED SEPTEMBER 30, 1997 AND
SEPTEMBER 30, 1996

     General. The Company's net income increased by $725,000 to
$1.5 million in fiscal year 1997 from net income of $825,000 in
fiscal 1996.  The primary reasons for this increase were the
decrease in non-interest expense of $455,000, an increase of
$330,000 in net interest income and an increase of $360,000 in
non-interest income.  The decrease in non-interest expense was
due primarily to a one time FDIC assessment of $530,000 in the
year ended September 30, 1996 and a decrease in the FDIC
insurance rate from .23% of deposits to .06% of deposits
effective January 1, 1997.
<PAGE>
   
     Interest Income.  Interest income increased $800,000 to
$9.0 million for fiscal 1997 from $8.2 million for fiscal 1996
primarily as a result of an increase in interest-earning assets
of $10.1 million at September 30, 1997.  This increase was
primarily attributable to growth in the Company's loan portfolio
in the ordinary course.    The increase was partially offset by
a decrease in the average yield on interest earning assets from
7.62% at September 30, 1996 to 7.52% at September 30, 1997.
    
                           6<PAGE>
<PAGE>
     Interest Expense.  Interest expense increased $400,000 to
$5.3 million in fiscal 1997 from $4.9 million in fiscal 1996 due
primarily to an increase in the average balances of the
Company's deposits and FHLB borrowings and an increase in
interest rates paid on deposits to 4.89% at September 30, 1997
from 4.48% at September 30, 1996.

     Net Interest Income.  Net interest income increased
$300,000 to $3.6 million at September 30, 1997 from $3.3 million
at September 30, 1996.  The Company's average spread (the
mathematical difference between the yield on interest-earning
assets and the cost of interest-bearing liabilities) decreased
to 2.63% for the year ended September 30, 1997 from 2.64% for
the year ended September 30, 1996.  The Company's net interest
margin (net interest income divided by average interest-earning
assets) increased to 3.04% at September 30, 1997 from 3.01% at
September 30, 1996.

     While the interest rate environment of recent years has
proven beneficial to most financial institutions, including the
Company, increases in market rates of interest generally
adversely affect the net income of most financial institutions. 
Because the Company's liabilities generally reprice more quickly
than its assets, interest margins will likely decrease if
interest rates rise.
   
     Non-Performing Assets and Provision for Losses on Loans. 
Management establishes specific reserves for estimated losses on
loans when it determines that losses are anticipated on these
loans.  The Company calculates any allowance for loan losses
based upon its ongoing evaluation of pertinent factors
underlying the types and quality of its loans.  These factors
include but are not limited to the current and anticipated
economic conditions, including uncertainties in the national
real estate market which may affect the Company's purchased
loans, the level of classified assets, historical loan loss
experience, a detailed analysis of individual loans for which
full collectibility may not be assured, a determination of the
existence and fair value of the collateral, the ability of the
borrower to repay and the guarantees securing such loans.
    
   
     Management, as a result of this review process, recorded
provisions for losses on loans in the amount of $81,000 for the
year ended September 30, 1997 as compared to $36,000 for the
year ended September 30, 1996.  The Company increased the
provision in light of growth in the loan portfolio.  The
Company's allowance for losses on loans on September 30, 1997
was $302,000 as compared to $274,000 at September 30, 1996. 
Total nonperforming assets at September 30, 1997 decreased to
$17,000, or .1% of total assets, from $151,000, or .13% of total
assets, at September 30, 1996.
    
   
     The Company will continue to monitor and adjust its
allowance on loans as management's analysis of its loan
portfolio and economic conditions dictate.  However, although
the Company maintains its allowance for losses on loans at a
level which it considers to be adequate to provide for losses,
in view of the continued uncertainties in the economy generally
and the regulatory uncertainty pertaining to reserve levels for
the thrift industry generally, there can be no assurance that
such losses will not exceed the estimated amounts or that the
Company will not be required to make additional substantial
additions to its allowance for losses on loans in the future.
    
     Noninterest Income.  Noninterest income, consisting
primarily of income generated from the Bank's subsidiaries,
increased $400,000 to $1.5 million for the year ended September
30, 1997 from $1.1 million for the year ended September 30,
1996.  The increase was due primarily to restitution in the
amount of $221,000 paid to the Company from certain outside
investors found by the Office of Thrift Supervision to have
violated the OTS Change in Control Laws and Regulations and from
increased commissions income of the real estate brokerage
operation conducted through a subsidiary of the Company.  Other
noninterest income generated by the subsidiaries totaled
$820,000 and $692,000 for the years ended September 30, 1997 and
1996, respectively.

     Noninterest Expenses.  Noninterest expenses decreased
$400,000 to $2.7 million for the year ended September 30, 1997
as compared to $3.1 million for the year ended September 30,
1996.  The decrease was primarily due to a one time assessment
of $530,000 by the FDIC in the year ended September 30, 1996 and
a $130,000 increase in other noninterest expense in the year
ended September 30, 1997.  The assessment was levied by the FDIC
on all institutions with deposits insured by the Savings
Association Insurance Fund (the "SAIF") in order to recapitalize
the SAIF.  The
                             7<PAGE>
<PAGE>
assessment, set by the FDIC at .65% of SAIF-insured deposits as
of March 31, 1995, was paid on November 27, 1996.  As a result
of the SAIF recapitalization legislation, the Company's deposit
insurance premiums declined from the current .23% of insured
deposits to .06% of insured deposits commencing on January 1,
1997.  Noninterest expense attributable to the Bank's
subsidiaries totaled $702,000 and $625,000 in fiscal 1997
and 1996, respectively.

     Income Taxes.  Income taxes for fiscal 1997 increased to
$791,000 due to a $1.1 million increase in taxable income.
   
ASSET LIABILITY MANAGEMENT - MARKET RISK ANALYSIS

     Qualitative Analysis. The matching of assets and
liabilities may be analyzed by examining the extent to which
such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap."  An
asset or liability is said to be interest rate sensitive within
a specific time period if it will mature or reprice within that
time period.  The interest rate sensitivity gap is defined as
the difference between the amount of interest-earning assets
anticipated, based upon certain assumptions, to mature or
reprice within a specific time period and the amount of
interest-bearing liabilities anticipated, based upon certain
assumptions, to mature or reprice within that time period.  A
gap is considered positive when the amount of interest rate
sensitive assets exceed the amount of interest rate sensitive
liabilities.  A gap is considered negative when the amount of
interest rate sensitive liabilities exceeds the amount of
interest rate sensitive assets.  During a period of rising
interest rates, a negative gap would tend to adversely affect
net interest income while a positive gap would tend to result in
an increase in net interest income.  During a period of falling
interest rates, a negative gap would tend to result in an
increase in net interest income while a positive gap would tend
to adversely affect net interest income.  Management believes
that the Company will experience more favorable results during
periods of declining (or low) interest rates than during periods
of rising (or high) interest rates.      

     Since the mid 1980's, the Company's asset-liability
management strategy has been directed toward reducing the
Company's exposure to fluctuations in interest rates.  In order
to properly monitor interest rate risk, the Board of Directors
in 1989 created an Asset/Liability Committee composed
principally of its President and savings and finance department
officers, which meets quarterly to review the Company's interest
rate risk position.  The principal responsibilities of this
Committee are to assess the Company's asset/liability mix and
recommend strategies to the Board that will enhance income while
managing the Company's vulnerability to changes in interest
rates.

     At September 30, 1998, total interest-earning assets
maturing or repricing within one year exceeded total interest-
bearing liabilities maturing or repricing in the same period by
$4.3 million, representing a positive cumulative one-year gap
ratio of 2.94% as compared to a negative cumulative gap ratio of
7.65% and 1.10% at September 30, 1997 and 1996, respectively.

     The Company's asset liability management strategy
emphasizes the purchase of mortgage-backed and related
securities and investment securities with adjustable rates or
estimated maturities of seven years or less, and the origination
of adjustable rate loans and short- and intermediate-term non-
residential loans.  These types of loans and investment products
have shorter terms to maturity and tend to reprice more
frequently than do longer term fixed-rate mortgage loans, yet
can provide a positive margin over the Company's cost of funds.

     In the future, the Company intends, subject to market
conditions, to continue to stress the origination of
intermediate-term and ARM loans and commercial business and
consumer loans.
<PAGE>
     As part of its asset-liability management strategy, the
Company has also emphasized low-rate, long-term core deposits. 
Consumer passbook savings accounts, money market deposit
accounts and NOW accounts amounted to $29.2 million, or 30.4% of
the Company's total deposits, as of September 30, 1998.  Based
on its experience, the Company's certificates of deposit have
been a relatively stable source of long-term funds as such
certificates are generally renewed upon maturity since the
Company has established long-term banking relationships with its
customers.  The Company also maintains a substantial portfolio
of short-term liquid assets.  As of September 30, 1998, the
Company had $40.0 
                             8<PAGE>
<PAGE>
million of investment securities and interest-bearing deposits
with other financial institutions that mature within one year.

     In managing its asset-liability mix, Mid-Iowa may, at
times, depending on the relationship between long and short term
interest rates, market conditions and consumer preference, place
greater emphasis on maximizing its net interest margin than on
better matching the interest rate sensitivity of its assets and
liabilities in an effort to improve its spread.  Management
believes that the increased net income resulting from a mismatch
in the maturity of its asset and liability portfolios can,
during periods of declining or stable interest rates, provide
high enough returns to justify the increased vulnerability to
sudden and unexpected increases in interest rates which can
result from such a mismatch. 

     The following table sets forth the repricing dates of the
Company's interest-earning assets and interest-bearing
liabilities at September 30, 1998.  The Company's interest rate
sensitivity "gap" is defined as the amount by which assets
repricing within the respective periods exceed liabilities
repricing within such periods.  One- to four-family fixed-rate
mortgage loans are assumed to prepay at an annual rate of 6% for
the first five years and from 7% to 30% per year during the
subsequent periods, depending on the stated interest rate. 
Adjustable-rate mortgage loans are assumed to prepay at a rate
of 12% per year.  Second mortgage loans and all other loans are
assumed to prepay at annual rates of 12%.  Passbook accounts are
assumed to be withdrawn at annual rates of 17%, 17%, 17% and
17%, respectively, during the period shown.  Money market
deposit accounts are assumed to decay at annual rates of 79% in
the first period shown and 31% per period during the subsequent
periods.  Finally, transaction accounts are assumed to decay at
annual rates of 37%, 32%, 17% and 17% respectively, in each of
the periods shown.
<PAGE>
<TABLE>
<CAPTION>                                          Maturing or Repricing
                                   ------------------------------------------------------
                                                     Over 1-3  Over 3-5  Over 5
                                   Within One Year    Years     Years    Years    Total
                                   ----------------  --------  -------- -------- --------
                                    Amount    Rate    Amount    Amount   Amount   Amount
                                   --------  ------  --------  -------- -------- --------
                                                  (Dollars in Thousands)
<S>                                <C>       <C>     <C>       <C>      <C>      <C>

Fixed rate one- to four-family 
 (including mortgage-backed and 
 related securities),  commercial 
 real estate and construction 
 loans . . . . . . . . . . . . . . $ 3,003   8.21%   $ 8,405   $11,185  $11,838  $ 34,431
Adjustable rate one- to four- 
 family (including mortgage-
 backed and related securities), 
 mortgage-backed securities
 held for sale, commercial real 
 estate and construction loans . .  50,761   7.41      6,350        --       --    57,111
Other securities . . . . . . . . .  26,006   6.45      2,684     3,485    2,871    35,048
Commercial loans . . . . . . . . .     448   9.32        478       448      226     1,600
Consumer loans . . . . . . . . . .   4,712   8.71      4,395        28       --     9,135
                                   -------   ----    -------   -------  -------  --------
     Total interest-earning 
       assets. . . . . . . . . . .  84,930   7.22     22,314    15,146   14,935   137,325
                                   -------   ----    -------   -------  -------  --------
Transaction accounts . . . . . . .   2,158    .88      2,216       879      579     5,832
Savings deposits . . . . . . . . .  15,284   3.40      3,427     1,850    2,853    23,414
Certificates of Deposit. . . . . .  58,155   5.46      7,362     1,472      118    67,107
Borrowings . . . . . . . . . . . .   5,000   5.55      8,000     6,000   17,000    36,000
                                   -------   ----    -------   -------  -------  --------
    Total interest-bearing 
      liabilities. . . . . . . . .  80,597   4.95     21,005    10,201   20,550   132,353
                                   -------   ----    -------   -------  -------  --------
Interest-earning assets less
 interest-bearing liabilities. . . $ 4,333   2.27%   $ 1,309   $ 4,945  $(5,615) $  4,972
                                   =======   ====    =======   =======  =======  ========
Difference as a percent of 
 interest-earning assets . . . . .    3.16%              .95      3.60%   (4.09)%    3.62%
                                   =======           =======   =======  =======  ========
Cumulative interest rate 
  sensitivity gap. . . . . . . . . $ 4,333           $ 5,642   $10,587  $ 4,972  $  4,972
                                   =======           =======   =======  =======  ========
Cumulative interest rate 
 sensitivity gap as a percent 
 of total assets . . . . . . . . .    2.94%             3.82%     7.18%    3.37%     3.37%
                                   =======           =======   =======  =======  ========
</TABLE>
                             9<PAGE>
<PAGE>
   
     Quantitative Analysis.  The following table sets forth the
interest rate sensitivity of the Company's assets and
liabilities, at the periods presented on the basis of the
factors and assumptions set forth above.     
<TABLE>
<CAPTION>
                                                         September 30,
                                                ----------------------------------
                                                   1998        1997        1996
                                                ----------  ----------  ----------
                                                      (Dollars in thousands)
<S>                                             <C>         <C>         <C>
Fixed rate residential (including mortgage-
 backed and related securities), commercial
 real estate and construction loans. . . . . .  $ 3,003     $ 3,040     $ 3,103
Adjustable rate residential (including
 mortgage-backed and related securities and
 mortgage-backed securities held for sale),
 commercial real estate and construction
 loans . . . . . . . . . . . . . . . . . . .     50,761      55,989      56,836
Commercial business loans. . . . . . . . . .        448       1,612         570
Consumer loans . . . . . . . . . . . . . . .      4,712       4,412       3,331
Investment securities and other. . . . . . .     26,006       6,155       4,930
                                                -------     -------     -------
     Total interest rate sensitive assets
      repricing within one year. . . . . . .     84,930      71,208      68,770
                                                -------     -------     -------
NOW accounts . . . . . . . . . . . . . . . .      2,158       2,213       2,970
Savings deposits . . . . . . . . . . . . . .     15,284      14,315      10,522
Certificates of deposit. . . . . . . . . . .     58,155      48,479      45,049
                                                -------     -------     -------
     Total deposits. . . . . . . . . . . . .     75,597      65,007      58,541

Borrowings . . . . . . . . . . . . . . . . .      5,000      16,000      11,500
                                                -------     -------     -------
     Total interest rate sensitive
      liabilities repricing within 
      one year . . . . . . . . . . . . . . .     80,597      81,007      70,041
                                                -------     -------     -------
Gap. . . . . . . . . . . . . . . . . . . . .    $ 4,333     $(9,799)    $(1,271)
                                                =======     =======     =======
Interest rate sensitive assets repricing
 within one year/interest rate sensitive
 liabilities repricing within one year . . .     105.38%      87.90%      98.19%
Gap as a percent of total interest-earning 
  assets . . . . . . . . . . . . . . . . . .       3.16%      (8.61)%     (1.12)%
Gap as a percent of total assets . . . . . .       2.94%      (7.65)%     (1.10)%
</TABLE>

     Net Portfolio Value.  The Office of Thrift Supervision
(the "OTS") provides a Net Portfolio Value ("NPV") approach to
the quantification of interest rate risk.  This approach
calculates the difference between the present value of expected
cash flows from assets and the present value of expected cash
flows from liabilities, as well as cash flows from off-balance
sheet contracts.

     OTS regulations use net market value methodology to
measure the interest rate risk exposure of thrift institutions. 
Under OTS regulations, an institution's "normal" level of
interest rate risk in the event of an assumed change in interest
rates is a decrease in the institution's NPV in an amount not
exceeding 2% of the present value of its assets.  Thrift
institutions with greater than "normal" interest rate exposure
must take a deduction from their total capital available to meet
their risk-based capital requirement.  The amount of that
deduction is one-half of the difference between (i) the
institution's actual calculated exposure to a 200 basis point
interest rate increase or decrease (whichever 
                              10<PAGE>
<PAGE>
results in the greater pro forma decrease in NPV) and (ii) its
"normal" level of exposure which is 2% of the present value of
its assets.  Because of the Bank's asset size and level of
risk-based capital, the Bank is exempt from this requirement. 
As of September 30, 1998, a change in interest rates of positive
200 basis points would have resulted in a 3% increase in NPV (as
a percentage of the net present value of the Bank's assets),
while a change in interest rates of negative 200 basis points
would have resulted in a 7% decrease in NPV (as a percentage of
the net present value of the Bank's assets).

     Presented below, as of September 30, 1998, is an analysis
of the Bank's interest rate risk as calculated by the OTS,
measured by changes in NPV for instantaneous and sustained
parallel shifts in the yield curve, in 100 basis point
increments, up and down 400 basis points.  As illustrated in the
table, NPV is more sensitive to rising rates than declining
rates. This occurs principally because, as rates rise, the
market value of fixed-rate loans declines due to both the rate
increase and slowing prepayments.  When rates decline, the Bank
does not experience a significant rise in market value for these
loans because borrowers prepay at relatively high rates.
<TABLE>
<CAPTION>

               Change in               At September 30, 1998
              Interest Rate           -----------------------
             (Basis Points)           $ Change       % Change
             -------------            --------       --------
                         (Dollars in Thousands)
             <S>                      <C>            <C>
              +400                    $(404)          (3)
              +300                      116            1
              +200                      384            3
              +100                      313            3
                 0                                     
              -100                     (461)          (4)
              -200                     (832)          (7)
              -300                   (1,061)          (9)
              -400                   (1,221)         (10)

</TABLE>
     Management reviews the OTS measurements on a quarterly
basis.  In addition to monitoring selected measures on NPV,
management also monitors effects on net interest income
resulting from increases or decreases in rates.  This measure is
used in conjunction with NPV measures to identify excessive
interest rate risk.

     Certain shortcomings are inherent in the method of
analysis presented in the foregoing tables.  For example,
although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in different
degrees to changes in market interest rates.  Also, the interest
rates on certain types of assets and liabilities may fluctuate
in advance of changes in market interest rates, while interest
rates on other types may lag behind changes in market rates. 
Additionally, certain assets, such as ARM loans, have features
which restrict changes in interest rates on a short-term basis
and over the life of the asset.  Further, in the event of a
change in interest rates, prepayment and early withdrawal levels
would likely deviate significantly from those assumed in
calculating the table.  Finally, the ability of many borrowers
to service their debt may decrease in the event of an interest
rate increase.

     In addition, the previous tables do not necessarily
indicate the impact of general interest rate movements on the
Company's net interest income because the repricing of certain
categories of assets and liabilities is subject to competitive
and other pressures beyond the Company's control.  As a result,
certain assets and liabilities indicated as maturing or
otherwise repricing within a stated period may in fact mature or
reprice at different times and at different volumes.

                            11<PAGE>
<PAGE>
     The following table presents for the periods indicated the
total dollar amount of interest income from average interest
earning assets and the resultant yields, as well as the interest
expense on average interest bearing liabilities, expressed both
in dollars and rates.  No tax equivalent adjustments were made. 
All average balances are monthly average balances.

<TABLE>
<CAPTION>
                                                 Year Ended September 30,
                                              ------------------------------
                                                              1998
                                              ------------------------------
                               Yield/Rate at    Average    Interest   
                               September 30,  Outstanding   Earned/   Yield/
                                    1998        Balance      Paid      Rate
                               -------------  ----------   --------   ------
                                              (Dollars in thousands)
<S>                            <C>            <C>          <C>        <C>
Interest-earning assets:
 Loans receivable. . . . . . .      8.09%      $ 70,376    $  5,789    8.23%
 Mortgage-backed and related
  securities (including
  securities available
  for sale). . . . . . . . . .      6.38         29,581       1,863    6.30
 Investment securities . . . .      6.57         28,017       1,852    6.61 
 Other interest-earning
  assets . . . . . . . . . . .      5.50          6,708         302    4.50
                                               --------    --------   -----
 Total interest-earning
  assets . . . . . . . . . . .      7.26%      $134,682    $  9,806    7.28%
                                               --------    --------   -----
Interest-bearing liabilities:
 NOW accounts. . . . . . . . .      0.68%      $  6,068    $     42    0.69%
 Savings deposits. . . . . . .      3.60         21,594         648    3.00
 Certificates of deposit . . .      5.42         62,788       3,413    5.44
                                   -----       --------    --------   -----
  Total deposits . . . . . . .      4.68         90,450       4,103    4.54
Borrowings . . . . . . . . . .      5.50         33,600       1,979    5.89
                                   -----       --------    --------   -----
Total interest-bearing
 liabilities . . . . . . . . .      4.90        124,050       6,082    4.90
                                   -----       --------    --------   -----
Net interest income;
 interest rate spread. . . . .      2.36%                  $  3,724    2.38%
                                   =====                   ========   =====
Net earning assets/net yield
 on average interest-earning
 assets. . . . . . . . . . . .                 $ 10,632                2.77%
                                               ========               =====
Average interest-earning
 assets to average interest-
 bearing liabilities . . . . .                                       108.57%
                                                                     ======
<PAGE>
<CAPTION>
                                                 Year Ended September 30,
                             ------------------------------------------------------------
                                           1997                          1996
                             ------------------------------------------------------------
                               Average   Interest            Average   Interest
                             Outstanding  Earned/   Yield/ Outstanding  Earned/   Yield/
                               Balance     Paid      Rate    Balance     Paid      Rate
                              ---------  --------  --------  --------  --------  --------
                                                  (Dollars in thousands)
<S>                            <C>       <C>       <C>       <C>       <C>
Interest-earning assets:
 Loans receivable. . . . . . . $ 64,474  $  5,310    8.24%   $ 60,104  $  4,880    8.12%
 Mortgage-backed and related
  securities (including
  securities available
  for sale). . . . . . . . . .   29,628     1,967    6.64      28,238     1,896    6.71
 Investment securities . . . .   23,616     1,572    6.66      18,747     1,195    6.37
 Other interest-earning
  assets . . . . . . . . . . .    1,455       115    7.90       2,194       256   11.67
                               --------  --------   -----    --------  --------   -----
 Total interest-earning
  assets . . . . . . . . . . . $119,173  $  8,964    7.52%   $109,283  $  8,227    7.53
                               --------  --------   -----    --------  --------   -----
Interest-bearing liabilities:
 NOW accounts. . . . . . . . . $  5,627  $     39    0.69%   $  4,694  $     37    0.79%
 Savings deposits. . . . . . .   19,410       581    2.99      15,112       430    2.85
 Certificates of deposit . . .   59,048     3,168    5.37      60,402     3,243    5.37
                               --------  --------   -----    --------  --------   -----
  Total deposits . . . . . . .   84,085     3,788    4.50      80,208     3,710    4.63
Borrowings . . . . . . . . . .   25,300     1,558    6.16      20,917     1,229    5.88
                               --------  --------   -----    --------  --------   -----
Total interest-bearing
 liabilities . . . . . . . . .  109,385     5,346    4.89     101,125     4,939    4.88
                               --------  --------   -----    --------  --------   -----
Net interest income;
 interest rate spread. . . . .           $  3,618    2.63%             $  3,288    2.64%
                                         ========   =====              ========   =====
Net earning assets/net
 yield on average interest
 earning assets. . . . . . . . $  9,788              3.04%   $  8,158              3.01%
                               ========             =====    ========             ===== 

Average interest-earning
 assets to average interest-
 bearing liabilities . . . . .                     108.95%                       108.07%
                                                   ======                        ======
</TABLE>
                                    12<PAGE>
<PAGE>
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

   The following schedule presents the dollar amount of
changes in interest income and interest expense for major
components of interest-earning assets and interest-bearing
liabilities.  It distinguishes between the increase related to
higher outstanding balances and that due to the levels and
volatility of interest rates.  For each category of interest-
earning assets and interest-bearing liabilities, information is
provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by old rate) and (ii) changes in
rate (i.e., changes in rate multiplied by old volume).  For
purposes of this table, changes attributable to both rate and
volume, which cannot be segregated have been allocated
proportionately to the change due to volume and the change due
to rate.
<TABLE>
<CAPTION>
                                               Year Ended September 30,
                            ------------------------------------------------------------
                               1998      vs       1997        1997      vs       1996
                            -----------------------------  -----------------------------
                            Increase(Decrease)             Increase(Decrease)
                                  Due to         Total           Due to         Total
                            -----------------   Increase   -----------------   Increase
                              Rate    Volume   (Decrease)    Rate    Volume   (Decrease)
                             ------  --------  ----------   ------  --------  ----------
                                              (Dollars in Thousands)
<S>                          <C>      <C>        <C>        <C>      <C>        <C>
Interest-earning assets:
 Loans . . . . . . . . . . . $   (6)  $  485     $ 479      $ 191    $ 75       $ 265
 Mortgage-backed and 
  related securities 
  (including mortgage-
  backed securities
  available for sale). . . .   (101)      (3)     (104)        86     (20)         66
 Investment securities . . .   (183)     463       280        176      60         236
 Other interest earning 
   assets. . . . . . . . . .    (10)     197       187        (68)    (77)       (145)
                              -----   ------     -----      -----    ----       -----
     Total interest-earning 
       assets. . . . . . . .  $(300)  $1,142     $ 842      $ 385    $ 38       $ 423
                              =====   ======     =====      =====    ====       =====

Interest-bearing liabilities:
 NOW accounts. . . . . . . .  $  --   $    3     $   3      $   5    $ (5)      $  --
 Savings deposits. . . . . .      2       65        67        (11)     28          17
 Certificates of deposit . .     42      203       245         32      --          32
 Borrowings. . . . . . . . .    (65)     486       420        282      57         340
                              -----   ------     -----      -----    ----       -----
     Total interest-bearing
      liabilities. . . . . .  $  21   $  757     $ 735      $ 308    $ 80       $ 388
                              =====   ======     =====      =====    ====       =====

Change net interest income .                     $ 107                          $  35
                                                 =====                          =====
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES    

     The Company's sources of funds are deposits, sales of
mortgage loans, amortization and repayment of loan principal and
mortgage-backed and related securities and, to a lesser extent,
maturation of investments and funds from other operations. 
While maturing investments are predictable, deposit flows and
loan repayments are influenced by interest rates, general
economic conditions, and competition making it less predictable. 
The Company attempts to price its deposits to achieve its
asset/liability objectives discussed above, giving consideration
to local market conditions.  The Company also has the ability to
supplement deposits with longer term and/or less expensive
alternate sources of funds including FHLB advances.  In this
regard, the Company had outstanding advances from the FHLB of
Des Moines in the amount of $36.0 million at September 30, 1998
compared to $25.0 million at September 30, 1997, and had the
capacity to borrow up to an additional $22.0 million.
<PAGE>
     Federal regulations historically have required the Bank to
maintain minimum levels of liquid assets.  The required
percentage has varied from time to time based on economic
conditions and savings flows, and is currently 4% of net
withdrawable savings deposits and borrowings payable on demand
or in one year or less during the preceding calendar month. 
Liquid assets for purposes of this ratio include cash, certain
time deposits, U.S. government and certain 
                             13<PAGE>
<PAGE>
corporate securities and other obligations generally having
remaining maturities of less than five years.  The Bank has
historically maintained its liquidity ratio at levels in excess
of those required.  At September 30, 1998, the amount of the
Bank's liquidity was $39.4 million, resulting in a liquidity
ratio of 42.4%.  At September 30, 1997, the Bank's liquidity
totaled $5.9 million, resulting in a liquidity ratio of 6.5%.

     The primary investing activities of the Company are
lending and purchasing mortgage-backed and related securities
and investment securities.

     Liquidity management is both a daily and long-term
responsibility of management.  The Company adjusts its
investments in liquid assets based upon management's assessment
of (i) expected loan demand, (ii) expected deposit flows, (iii)
yields available on interest-bearing deposits, and (iv) the
objectives of its asset/liability management program.  Excess
liquidity is invested generally in interest-bearing overnight
deposits and other short-term government and agency obligations. 
If the Company requires additional funds, beyond its internal
ability to generate, it has additional borrowing capacity with
the FHLB of Des Moines and collateral eligible for repurchase
agreements.

     The Company uses its liquidity resources principally to
meet on-going commitments, to fund maturing certificates of
deposit and deposit withdrawals, to invest, to fund existing and
future loan commitments, to maintain liquidity, and to meet
operating expenses.

     At September 30, 1998, the Company had $918,000 of loan
commitments and an additional $2.8 million available to
customers under existing lines of credit.

     Certificates of deposit scheduled to mature in one year or
less at September 30, 1998, totaled $58.2 million.  Based on
historical experience, management believes that a significant
portion of such deposits will remain with the Company, however,
there can be no assurance that the Company can retain all such
deposits.

     Management believes that loan repayments and other sources
of funds will be adequate to meet and exceed the Company's
foreseeable short- and long-term liquidity needs.

     The Company's liquidity, represented by cash, is a
combination of its operating, investing, and financing
activities.  These activities are summarized below for the years
indicated.
<TABLE>
<CAPTION>
                                                         September 30,
                                                ----------------------------------
                                                   1998        1997        1996
                                                ----------  ----------  ----------
                                                      (Dollars in thousands)
<S>                                             <C>         <C>         <C>
Operating Activities:
Net Income . . . . . . . . . . . . . . . . .    $ 1,332     $ 1,550     $  825
Adjustment to reconcile net income to net 
  cash provided by (used in) operating 
  activities . . . . . . . . . . . . . . . .       (290)       (166)       845
                                                -------     -------    -------
Net cash provided by (used in) operating 
  activities . . . . . . . . . . . . . . . .      1,042       1,384      1,670
Net cash provided by (used in) investment 
  activities . . . . . . . . . . . . . . . .     (7,461)     (9,841)    (8,192)
Net cash provided by (used in) financing 
  activities . . . . . . . . . . . . . . . .     18,314      10,873      6,253
                                                -------     -------    -------
Net increase (decrease) in cash and cash 
  equivalents. . . . . . . . . . . . . . . .     11,895       2,416       (269)
Cash at beginning of year. . . . . . . . . .      3,563       1,147      1,416
                                                -------     -------    -------
Cash at end of year. . . . . . . . . . . . .    $15,458     $ 3,563    $ 1,147
                                                =======     =======    =======
</TABLE>
 
     The primary investing activities of the Company include
investing in loans, investment securities and mortgage-backed
and related securities.  The purchases are funded primarily from
loan repayments, maturities of securities and deposits and
increases in customer deposit  liabilities.  During the year
ended September 30, 1998, purchases of investment securities
totaled $24.7 million, while loans receivable increased $5.0
million.  Customer deposits increased $7.0 million in fiscal
1998.  During the year ended September 30, 1997, purchases of
investment securities totaled $15.0 million, while loans
receivable increased $4.3 million.  Customer deposits increased
$6.5 million in fiscal 1997.  In the 
                            14<PAGE>
<PAGE>
event that investment and mortgage-backed and related securities
purchases increase in the future, the Company's net interest
spread and income may be adversely affected as these assets
typically yield less than loans receivable.

     At September 30, 1998, the Bank had tangible and core
capital of $11.2 million, or 7.7% of adjusted total assets,
respectively, which was approximately $9.0 million and $6.8
million above the minimum requirements of 1.5% and 3.0%,
respectively, of adjusted total assets in effect on that date. 
On September 30, 1998, the Bank had risk-based capital of $11.5
million (including $11.2 million in core capital), or 19.2% of
risk-weighted assets of $59.8 million.  This amount was $6.7
million above the 8% requirement in effect on that date.  The
Bank is presently in compliance with the fully phased-in capital
requirements.

     The Company paid a quarterly cash dividend of $.02 per
share in each of the quarters of fiscal year 1998.  For a
tabular presentation of the dividends declared on the Company's
common stock for the past two fiscal years, see "Price Range of
and Dividends on Common Stock" below.  To the extent future
dividends are considered by the Board of Directors, the
availability of funds to pay such dividends are subject to
regulatory and other restrictions and considerations. 

IMPACT OF YEAR 2000 ISSUE

     A great deal of information has been disseminated about
the global computer crash that may occur in the year 2000.  Many
computer programs that can only distinguish the final two digits
of the year entered (a common programming practice in earlier
years) are expected to read entries for the year 2000 as the
year 1900 and compute payment, interest or delinquency based on
the wrong date or are expected to be unable to compute payment,
interest or delinquency.  Rapid and accurate data processing is
essential to the operations of the Company.  Data processing is
also essential to most other financial institutions and many
other companies.

     The Company began its Year 2000 efforts in the Spring of
1997 with the sponsorship of its executive management and
guidance of legal counsel.  A Year 2000 committee was formed
with representation from management of every area of the Company
and chaired by the Executive Vice President.  The Year 2000
issue has been identified as a top priority.  The Company has
dedicated resources to assess, repair and test programs,
applications, equipment and facilities.  The Company's Year 2000
Program is coordinating with each vendor and supplier of the
Company to ensure Year 2000 Compliance.   The Company has
substantially completed its assessment of the Year 2000 issue,
and is currently repairing systems, developing test strategies
and working with its customers and vendors.  At this time, the
Company anticipates that remediation and internal testing of its
mission critical applications will be completed by March 31,
1999.

     Management anticipates that the enhancements necessary to
prepare its mission-critical systems for the year 2000 will be
completed in early 1999.  Although the efforts to prepare for
the Year 2000 is intended to address all Year 2000 issues, the
Bank's disaster recovery/contingency plan will encompass Year
2000 elements and address potential Year 2000 issues in the year
2000.  The Bank's contingency plan was developed to mitigate the
risk associated with the failure of any of the Bank's computer
systems as well as mission critical systems of outside software
vendors and third-party service providers.

     The Bank anticipates that it will incur internal staff
costs as well as consulting and other expenses related to
enhancements necessary to prepare its systems for Year 2000. 
Based on the Bank's current estimate, fiscal 1999 expenses of
the Year 2000 project are not expected to exceed $100,000.  The
expenses incurred to date are not material to the financial
statements.

     In addition to expenses related to its own computer
systems, the Bank is aware of potential Year 2000 risks to third
parties, including vendors (and to the extent appropriate,
depositors and borrowers) and the possible adverse impact on the
Bank resulting from failures by those parties to adequately
address the Year 2000 problem.  The Bank could incur losses if
loan payments are delayed due to Year 2000 problems affecting
borrowers or impairing the payroll systems of large employers in
the Bank's market area.  To date, the Bank has not been advised
by such parties that they do not have plans in place to address
and correct the issues associated with the Year 2000 problem;
however, no assurance can be given as to the adequacy of such
plans or to the timeliness of their implementation.

                            15<PAGE>
<PAGE>
     The actual costs of Year 2000 compliance and the impact of
Year 2000 issues could differ materially from what is currently
anticipated.  Factors that might result in such differences
include incomplete inventory and assessment results, higher than
anticipated costs to update software and hardware and vendors',
customers' and other third parties' inability to effectively
address the Year 2000 issue.

IMPACT OF INFLATION AND CHANGING PRICES

     The Consolidated Financial Statements and Notes thereto
presented herein have been prepared in accordance with generally
accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical
dollars without considering the change in the relative
purchasing power of money over time due to inflation.  The
impact of inflation is reflected in the increased cost of the
Company's operations.  Unlike most industrial companies,
however, nearly all the assets and liabilities of the Company
are monetary in nature.  As a result, interest rates have a
greater impact on the Company's performance than do the effects
of general levels of inflation.  Interest rates do not
necessarily move in the same direction or to the same extent as
the prices of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS 

     Comprehensive Income.  In June 1997, the FASB issued SFAS
No. 130, "Reporting Comprehensive Income."  SFAS No. 130
establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements.  SFAS No.
130 requires that all items that are required to be recognized
under accounting standards as components of comprehensive income
be reported in a financial statement that is displayed with the
same prominence as other financial statements.  It does not
require a specific format for that financial statement but
requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement.
 
     SFAS No. 130 requires that an enterprise (a) classify
items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement
of financial condition.  SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997.  Reclassification of
financial statements for earlier periods provided for
comparative purposes is required.  SFAS No. 130 is not expected
to have a material impact on the Company's financial statements.

     Business Segments.  In June 1997, the FASB issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related
Information."  SFAS No. 131 significantly changes the way that
public business enterprises report information about operating
segments in annual financial statements and requires that those
enterprises report selected information about reportable
segments in interim financial reports issued to shareholders. 
It also establishes standards for related disclosures about
products and services, geographic areas and major customers. 
SFAS No. 131 uses a "management approach" to disclose financial
and descriptive information about the way that management
organizes the segments within the enterprise for making
operating decisions and assessing performance.  For many
enterprises, the management approach will likely result in more
segments being reported.  In addition, SFAS No. 131 requires
significantly more information to be disclosed for each
reportable segment than is presently being reported in annual
financial statements and also requires that selected information
be reported in interim financial statements.  SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. 
SFAS No. 131 is not expected to have a material impact on the
Company's financial statements.
<PAGE>
     Derivatives and Hedging Activities.  In June 1998, the
FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which requires entities to recognize all
derivatives in their financial statements as either assets or
liabilities measured at fair value.  SFAS No. 133 also specifies
new methods of accounting for hedging transactions, prescribes
the items and transactions that may be hedged, and specifies
detailed criteria to be met to qualify for hedge accounting.  
                             16<PAGE>
<PAGE>
     The definition of a derivative financial instrument is
complex, but in general it is an instrument with one or more
underlyings, such as an interest rate or foreign exchange rate,
that is applied to a notional amount, such as an amount of
currency, to determine the settlement amount(s).  It generally
requires no significant initial investment and can be settled
net or by delivery of an asset that is readily convertible to
cash.  SFAS No. 133 applies to derivatives embedded in other
contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.

     SFAS No. 133 is effective for fiscal years beginning after
June 15, 1999.  On adoption, entities are permitted to transfer
held-to-maturity debt securities to the available-for-sale
category or trading category without calling into question their
intent to hold other debt securities to maturity in the future. 
Management is evaluating the effect of  SFAS No. 133 on the
Company's financial statements.
                             17<PAGE>
<PAGE>












                 INDEPENDENT AUDITORS' REPORT


The Board of Directors
Mid-Iowa Financial Corp.
Newton, Iowa:

We have audited the accompanying consolidated balance sheets of
Mid-Iowa Financial Corp. and subsidiaries as of September 30,
1998 and 1997, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 1998.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.  

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Mid-Iowa Financial Corp. and subsidiaries as of
September 30, 1998 and 1997, and the results of their operations
and their cash flows for each of the years in the three-year
period ended September 30, 1998, in conformity with generally
accepted accounting principles.

                            /s/ KPMG Peat Marwick LLP



Des Moines, Iowa
November 6, 1998

                              18<PAGE>
<PAGE>
             MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

<TABLE>   
<CAPTION>
                                                       September 30,
                                               -----------------------------
                                                   1998             1997
                                                 --------         --------
          ASSETS
          ------
<S>                                            <C>              <C>
Cash and cash equivalents (note 1)             $ 15,457,949     $  3,563,299
Securities available for sale (note 2)            4,994,247        4,982,662
Securities held to maturity (fair value of
  $50,380,170 in 1998 and $48,231,573 in
  1997) (notes 3 and 7)                          49,793,789       47,767,121
Loans held for resale                                49,900               --
Loans receivable, net (notes 4, 5 and 8)         71,435,579       66,417,985
Accrued interest receivable                       1,017,122          867,663
Federal Home Loan Bank Stock, at cost             1,800,000        1,650,000
Real estate                                         135,438           33,865
Office properties and equipment,
  net (note 6)                                    2,630,366        2,587,127
Intangibles, net                                     10,872           12,978
Prepaid expenses and other assets                   191,663          134,051
                                               ------------     ------------
     Total assets                              $147,516,925     $128,016,751
                                               ============     ============
   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------

Liabilities:
   Deposits (note 7)                           $ 96,352,659     $ 89,377,718
   Borrowed funds (note 8)                       36,000,000       25,000,000
   Advance payments by borrowers for taxes
     and insurance                                  162,572          179,982
   Accrued interest payable                         939,041          945,890
   Accounts payable and accrued expenses            302,188          452,033
     Total liabilities                          133,756,460      115,955,623
                                               ------------     ------------

Stockholders' equity (note 11):
   Common stock, $.01 par value; authorized
     2,000,000 shares; 1,741,148 and       
     1,729,880 shares issued and outstanding
     in 1998 and 1997, respectively                  17,411           17,299
   Additional paid-in capital                     3,147,692        3,040,211
   Retained earnings, partially restricted       10,553,062        9,298,166
   Treasury stock, at cost (51,792 shares
     in 1997)                                            --         (325,600)
   Unrealized gain on securities available
     for sale, net of taxes                          42,300           31,052
                                               ------------     ------------
     Total stockholders' equity                  13,760,465       12,061,128
                                               ------------     ------------
Commitments and contingencies (note 14)

     Total liabilities and stockholders'
       equity                                  $147,516,925     $128,016,751
                                               ============     ============
</TABLE>    

See accompanying notes to consolidated financial statements.

                             19<PAGE>
<PAGE>
             MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                   Years Ended September 30,
                                           ----------------------------------------
                                               1998          1997          1996
                                           ------------  ------------  ------------
<S>                                        <C>           <C>           <C>
Interest income:
   Loans                                   $  5,788,795     5,309,865     4,880,247
   Securities available for sale                276,202       327,497       259,975
   Securities held to maturity                3,246,933     3,069,225     2,831,439
   Other                                        494,143       256,768       255,898
                                           ------------  ------------  ------------
        Total interest income                 9,806,073     8,963,355     8,227,559
                                           ------------  ------------  ------------

Interest expense:
   Deposits (note 7)                          4,102,644     3,787,690     3,710,324
   Borrowed funds                             1,978,758     1,557,800     1,229,114
                                           ------------  ------------  ------------
        Total interest expense                6,081,402     5,345,490     4,939,438
                                           ------------  ------------  ------------
        Net interest income                   3,724,671     3,617,865     3,288,121
Provision for losses on loans (note 5)           60,000        81,000        36,000
                                           ------------  ------------  ------------
        Net interest income after
         provision for losses on loans        3,664,671     3,536,865     3,252,121
                                           ------------  ------------  ------------

Noninterest income:
   Gain on sale of other assets                  25,484        24,233        33,227
   Fees and service charges                     394,571       365,413       325,193
   Commissions                                  927,963       852,247       740,527
   Other income                                      --       221,000            --
                                           ------------  ------------  ------------
        Total noninterest income              1,348,018     1,462,893     1,098,947
                                           ------------  ------------  ------------
Noninterest expense:
   Compensation, payroll taxes, and
    employee benefits (note 10)               1,301,300     1,191,590     1,119,610
   Office properties and equipment              379,853       261,599       243,225
   Deposit insurance premiums                    55,714        75,724       188,325
   Special deposit insurance assessment
    (note 13)                                        --            --       530,421
   Data processing services                     168,569       147,468       134,574
   Other real estate (income) expense, net       (3,566)      (12,118)        2,340 
   Other                                      1,178,976       994,860       896,799
                                           ------------  ------------  ------------
        Total noninterest expense             3,080,846     2,659,123     3,115,294
                                           ------------  ------------  ------------

        Income before taxes on income         1,931,843     2,340,635     1,235,774

Taxes on income (note 9)                        600,000       790,800       411,200
                                           ------------  ------------  ------------
        Net income                         $  1,331,843     1,549,835       824,574
                                           ============  ============  ============

Earnings per common share:
   Basic                                   $        .78           .93           .49
                                           ============  ============  ============
   Diluted                                 $        .73           .89           .47
                                           ============  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.

                             20<PAGE>
<PAGE>

       MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                   Recognition Unrealized 
                                             Additional                and       Gains
                                    Common    Paid-In    Retained   Retention  (Losses),  Treasury
                                     Stock    Capital    Earnings     Plan        Net      Stock       Total
                                   -------- ----------- ----------- ---------- --------- ---------  ------------
<S>                                <C>      <C>         <C>         <C>        <C>        <C>       <C>

Balance as of September 30, 1995      8,395   3,049,634   7,197,953    (3,672)    8,673         --   10,260,983

Net income                               --          --     824,574        --        --         --      824,574
Repurchase of common stock
  (72,700 shares)                        --          --          --        --        --   (462,950)    (462,950)
Exercise of options
  (50,328 shares)                       503     110,240          --        --        --         --      110,743
Amortization of recognition
  and retention plan                     --          --          --     3,672        --         --        3,672
Dividends paid ($.10 per share)          --          --    (135,049)       --        --         --     (135,049)
Stock dividend (100%)                 8,401     (17,251)     (5,400)       --        --     14,250           --
Change in unrealized gain on
  securities available for sale          --          --          --        --      (851)        --         (851) 
                                   -------- ----------- ----------- ---------  --------  ---------  -----------

Balance as of September 30, 1996     17,299   3,142,623   7,882,078        --     7,822   (448,700)  10,601,122

Net income                               --          --   1,549,835        --        --         --    1,549,835
Repurchase of common stock
  (7,500 shares)                         --          --          --        --        --    (47,812)     (47,812)
Exercise of options
  (27,208 shares)                        --    (102,412)         --        --        --    170,912       68,500
Dividends paid ($.08 per share)          --          --    (133,747)       --        --         --     (133,747)
Change in unrealized gain on
  securities available for sale          --          --          --        --    23,230         --       23,230
                                   -------- ----------- ----------- ---------  --------  ---------  ----------- 

Balance at September 30, 1997      $ 17,299   3,040,211   9,298,166        --    31,052   (325,600)  12,061,128

Net Income                               --          --   1,331,843        --        --         --    1,331,843
Exercise of options        
  (63,060 shares)                       112     107,481      60,000        --        --    325,600      493,193 
Dividends paid ($.08 per share)          --          --    (136,947)       --        --         --     (136,947)
Change in unrealized gain on   
  securities available for sale          --          --          --        --    11,248         --       11,248
                                   -------- ----------- ----------- ---------  --------  ---------  -----------  
                       

Balance as of September 30, 1998   $ 17,411 $ 3,147,692 $10,553,062 $      --  $ 42,300  $      --  $13,760,465
                                   ======== =========== =========== =========  ========  =========  ===========  


</TABLE>
See accompanying notes to consolidated financial statements.

                               21<PAGE>
<PAGE>
             MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                   Years Ended September 30,
                                           ----------------------------------------
                                               1998          1997          1996
                                           ------------  ------------  ------------
<S>                                        <C>           <C>           <C>
Cash flows from operating activities:
   Net income                              $  1,331,843  $  1,549,835  $    824,574
   Origination of loans held for sale          (314,800)           --             --
   Proceeds from sale of loans held
    for sale                                    264,900            --       309,867
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation                              167,069       108,104       103,594
      Amortization of recognition and
       retention plan benefits                       --            --         3,672
      Amortization of premiums and 
       discounts on loans and mortgage-
       backed securities                        (74,208)      (67,570)      (64,019)
      Provision for losses on loans              60,000        81,000        36,000
      Gain on sale of real estate, net          (22,509)      (23,230)      (33,227)
      Increase in accrued interest
       receivable                              (149,459)      (38,069)      (22,861)
      (Decrease) increase in accrued
       interest payable                          (6,849)      101,433        36,267
      (Decrease) increase in current 
       taxes on income                          (98,237)      (50,795)       49,168 
      Deferred taxes on income                   11,000       185,905      (153,934)
      Other, net                               (126,978)     (462,679)      581,330 
                                           ------------  ------------  ------------
          Net cash provided by
           operating activities               1,041,772     1,383,934     1,670,431
                                           ------------  ------------  ------------
Cash flows from investing activities:
   Securities available for sale:
      Purchases                                (500,000)     (388,439)   (2,607,612)
      Principal repayments of mortgage-
       backed securities                        501,736       413,544       545,044
   Securities held to maturity:
      Proceeds from maturities               16,161,677     6,538,323     7,062,151
      Purchases                             (24,712,342)  (13,708,139)  (12,341,227)
      Principal repayments of mortgage-
       backed securities                      6,626,807     3,706,386     4,025,149
   Net change in loans                       (5,191,807)   (4,376,114)   (4,312,278)
   Proceeds from sale of real estate             13,338        26,623        75,000
   Capitalized real estate costs                     --            --        (5,400)
   Purchase of office properties and
    equipment, net                             (210,308)   (1,727,780)     (208,206)
   Purchase of Federal Home Loan Bank
    stock                                      (300,000)     (325,000)     (425,000)
   Proceeds of sale of Federal Home
    Loan Bank stock                             150,000            --            --
                                           ------------  ------------  ------------
          Net cash used in 
           investing activities              (7,460,899)   (9,840,596)   (8,192,419)
                                           ------------  ------------  ------------
</TABLE>
                               22<PAGE>
<PAGE>
             MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
<TABLE>
<CAPTION>
                                                   Years Ended September 30,
                                           ----------------------------------------
                                               1998          1997          1996
                                           ------------  ------------  ------------
<S>                                        <C>           <C>           <C>
Cash flows from financing activities:
  Net change in deposits                   $  6,974,941     6,505,755     4,200,511 
  Receipt of borrowed funds                  26,000,000    26,500,000    23,000,000
  Payments on borrowed funds                (15,000,000)  (22,000,000)  (20,500,000)
  (Decrease) increase in advance payments
    by borrowers for taxes and insurance        (17,410)      (19,939)       39,529
  Stock options exercised                       493,193        68,500       110,743
  Payments to acquire treasury stock                 --       (47,812)     (462,950)
  Dividends paid                               (136,947)     (133,747)     (135,049)
                                            ------------  ------------  ------------
          Net cash provided by
           financing activities               18,313,777    10,872,757    6,252,784
                                            ------------  ------------  ------------
          Net increase (decrease) in
           cash and cash equivalents          11,894,650     2,416,095     (269,204)

Cash and cash equivalents at beginning
  of year                                      3,563,299     1,147,204    1,416,408
                                            ------------  ------------  ------------
Cash and cash equivalents at end of year    $ 15,457,949     3,563,299    1,147,204
                                            ============  ============  ============
Supplemental disclosures:
  Cash paid during the year for:
    Interest, net of interest capitalized
     of $30,872 in 1997                     $  6,088,251     4,903,171    4,375,153
    Taxes on income                              625,513       516,527      460,866
  Noncash investing and financing activities -
    Reclassification of securities from
     held to maturity to available for sale           --     2,079,143           --
                                            ============  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.
      
                            23<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  SEPTEMBER 30, 1998 AND 1997


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of the Business
     ---------------------------

     Mid-Iowa Financial Corp., headquartered in Newton, Iowa, is
       a savings and loan holding company comprised of a
       federally chartered stock savings bank operating offices
       in Central Iowa; a real estate brokerage and development
       company; and a company which provides credit reporting
       and collection services, sells investment products, and 
       provides discount securities brokerage.  Mid-Iowa
       Financial Corp. was organized as a Delaware Corporation
       in June 1992 at the direction of Mid-Iowa Savings Bank
       for the purpose of becoming a savings and loan holding
       company, as part of the Mid-Iowa Savings Bank conversion
       from a mutual to a stock institution. 

     Mid-Iowa Financial Corp. is primarily a retail banking
       operation offering loans, deposits, and related financial
       services to customers in its market area.  Loans
       primarily consist of single-family residential mortgage
       loans, commercial loans, and consumer loans.

     Consolidation and Basis of Presentation
     ---------------------------------------

     The consolidated financial statements include the accounts
       of Mid-Iowa Financial Corp. and its wholly owned
       subsidiaries, Mid-Iowa Security Corporation and Mid-Iowa
       Savings Bank (the Bank), and the Bank's wholly owned
       subsidiary, Center of Iowa Investments, Limited 
       (collectively the Company).

     The preparation of financial statements in conformity with
       generally accepted accounting principles requires
       management to make estimates and assumptions that affect
       the reported amounts of assets and liabilities and
       disclosure of contingent assets and liabilities at the
       date of the financial statements and the reported amounts
       of revenues and expenses during the reporting period. 
       Actual results could differ from those estimates. 

     Concentrations of Credit Risk
     -----------------------------

     The Company originates residential and commercial real
       estate loans primarily in its central Iowa market area. 
       Although the Company has a diversified loan portfolio, a
       substantial portion of its borrowers' ability to repay
       their loans is dependent upon economic conditions in the
       Company's market areas.

     Earnings Per Share
     ------------------

     Basic earnings per share computations for the years ended
       September 30, 1998, 1997 and 1996, were determined by
       dividing net income by the weighted-average number of
       common share amounts outstanding during the years then
       ended.  Diluted earnings per common share amounts are
       computed by dividing net income by the weighted-average
       number of common shares and all dilutive common shares
       outstanding during the year.   
                              24<PAGE>
<PAGE>
        MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Earnings Per Share, Continued
     -----------------------------

     The following was used in the computation of net income per
       common share on both a basic and diluted basis for the
       years ended September 30, 1998, 1997, and 1996.

<TABLE>
<CAPTION>
                                            
                                                     September 30,  
                                          ---------------------------------
                                            1998         1997        1996
                                          --------     --------    --------
<S>                                        <C>          <C>         <C>

Basic EPS computation:
     Net income                            $1,331,843   1,549,835     824,574
     Weighted-average common shares 
       outstanding                          1,718,243   1,670,834   1,699,252
     Basic EPS                             $     0.78        0.93        0.49
                                           ==========   =========   =========

Diluted EPS computation: 
     Net income                            $1,331,843   1,549,835     824,574
     Weighted-average common shares 
       outstanding                          1,718,243   1,670,834   1,699,252
     Incremental option shares using 
       treasury stock method                  115,500      66,207      66,590
                                           ----------   ---------   ---------
     Diluted shares outstanding             1,833,743   1,737,041   1,765,842
                                           ==========   =========   =========
     Diluted EPS                           $     0.73        0.89        0.47
                                           ==========   =========   =========
</TABLE>

     Cash and Cash Equivalents
     -------------------------

     For purposes of reporting cash flows, the Company includes
       all short-term investments with original maturities of
       three months or less at date of purchase in cash and cash
       equivalents.  Amounts of interest bearing deposits
       included as cash equivalents were $15,071,769 and 
       $3,104,940 at September 30, 1998 and 1997, respectively.

     Securities Available for Sale
     -----------------------------

     Securities to be held for indefinite periods of time,
       including securities the Company intends to utilize as
       part of its asset/liability management strategy and may
       sell in response to changes in interest rates; changes in
       prepayment risk; liquidity needs; and when needed to
       increase regulatory capital or other similar factors, are
       classified as available for sale.

     Securities available for sale are recorded at fair value. 
       The aggregate unrealized gains or losses, net of the
       income tax effect, are recorded as a component of
       stockholders' equity.
                              25<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Securities Available for Sale, Continued
     ----------------------------------------

     Discounts and premiums on securities available for sale are
       accreted/amortized using the interest method.  The timing
       of the accretion/amortization for mortgage-backed
       securities is adjusted for actual prepayment experience.

     Gain or loss is recognized using the specific identifica-
       tion method, and is reflected in the statements of
       operations.

     Securities Held to Maturity
     ---------------------------

     Securities which the Company intends to hold until maturity
       are stated at cost, adjusted for accretion of discount
       and amortization of premiums computed using the interest
       method.  The timing of the amortization and accretion for
       mortgage-backed securities are adjusted for actual
       prepayment experience.  The Company has the ability, and
       it is management's intent, to hold these securities to
       maturity.

     Loans Held for Sale
     -------------------

     Mortgage loans originated and intended for sale in the
       secondary market are carried at the lower of cost or
       estimated fair value in the aggregate.  Net unrealized
       losses are recognized through a valuation allowance by
       charges to operations.

     Loans Receivable
     ----------------
   
     Loans are stated at the principal amounts outstanding, net
       of unearned income, deferred loan fees, and discounts. 
       Unearned income, net deferred loan fees, and discounts on
       loans which are probable of collection are amortized over
       the terms of the loans using the interest method.
    
     Interest on loans is accrued and credited to operations,
       based primarily on the principal amount outstanding.
      
     The Company did not adopt Statement of Financial Accounting
       Standards (SFAS) No. 122, "Accounting for Mortgage
       Servicing Rights," because the adoption would not have a
       material effect on the financial position or the
       statement of operations.

     Allowances for Losses on Loans and Real Estate
     ----------------------------------------------

     The allowances for losses on loans and real estate are
       maintained at amounts considered adequate to provide for
       such losses.  The allowance for losses on loans is based
       on management's periodic evaluation of the loan portfolio
       and reflects an amount that, in management's opinion, is
       adequate to absorb losses in the existing portfolio.  In
       evaluating the portfolio, management takes into
       consideration numerous factors, including current
       economic conditions, prior loan loss experience, the
       composition of the loan portfolio, and management's
       estimate of anticipated credit losses.

                              26<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Allowances for Losses on Loans and Real Estate, Continued
     ---------------------------------------------------------
   
     Real estate, acquired through foreclosure, is carried at
       the lower of cost or fair value less estimated selling
       costs.  When a property is acquired through foreclosure
       or a loan is considered impaired, any excess of the loan
       balance over fair value of the property is charged to the
       allowance for losses on loans.  Costs relating to the
       development and improvement of property are capitalized,
       whereas those relating to holding the property are
       charged to expense.  An allowance for losses on real
       estate is provided when it is determined that the
       investment in real estate is greater than its estimated
       fair value.  There were no provisions and no charge-offs
       for real estate in the years ended September 30, 1998,
       1997, and 1996.
     
     The accrual of interest income on any loan is discontinued
       (generally when a loan becomes 90 days delinquent) when,
       in the opinion of management, there is reasonable doubt
       as to the timely collection of interest or principal. 
       When interest accruals are discontinued, accrued interest
       receivable is charged to income.  Subsequent interest
       income is not recognized on such loans until collected.

     Loan Origination Fees and Related Costs
     ---------------------------------------

     Mortgage loan origination fees and certain direct loan
       origination costs, if material, are deferred, and the net
       fee or cost is recognized in operations using the
       interest method.  Direct loan origination costs for other
       loans are expensed, as such costs are not material in
       amount.

     Financial Instruments with Off Balance Sheet Risk
     -------------------------------------------------

     In the normal course of business to meet the financing
       needs of its customers, the Company is a party to
       financial instruments with off balance sheet risk, which
       principally include commitments to extend credit.  The
       Company's exposure to credit loss in the event of
       nonperformance by the other party to the commitments to
       extend credit is represented by the contractual amount of
       those instruments.  The Company uses the same credit
       policies in making commitments as it does for on balance
       sheet instruments.

     Commitments to extend credit are agreements to lend to a
       customer as long as there is no violation of any
       condition established in the contract.  Commitments
       generally have fixed expiration dates or other
       termination clauses and may require payment of a fee. 
       Since many of the commitments are expected to expire
       without being drawn upon, the total commitment amounts do
       not necessarily represent future cash requirements (see
       note 4).  The Company evaluates each customer's
       creditworthiness on a case-by-case basis.  The amount of
       collateral obtained, if deemed necessary by the Company
       upon extension of credit, is based on management's credit
       evaluation of the counterparty.

                              27<PAGE>
<PAGE>
           MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Carrying Costs of Real Estate Held for Development
     --------------------------------------------------

     Interest costs and real estate taxes applicable to real
       estate held for development are capitalized during the
       period that such real estate is in the process of
       development.  Prior to the time that development
       activities commence and after such time as the real
       estate is ready for sale, interest and real estate taxes
       are charged to operations as incurred.  There was no 
       capitalized interest for the years ended September 30,
       1998, 1997, and 1996. 

     Office Properties and Equipment
     -------------------------------

     Office properties and equipment are recorded at cost, and
       depreciation is provided principally using the
       straight-line method over the estimated useful lives of
       the related assets, which range from 5 to 40 years.

     Maintenance and repairs are charged against income. 
       Expenditures for improvements are capitalized and
       subsequently depreciated.  The cost and accumulated
       depreciation of properties retired or otherwise disposed
       of are eliminated from the asset and accumulated
       depreciation accounts.  Related profit or loss from such
       transactions is credited or charged to income.

     During the year ended September 30, 1997, approximately
       $31,000 in interest expense related to the construction
       of a branch facility was capitalized. 

     Taxes on Income
     ---------------

     The Company files a consolidated federal income tax return. 
       Federal income taxes are allocated based on taxable
       income or loss included in the consolidated return.  For
       state tax purposes, the Bank files a franchise tax return
       and the other entities file a corporate income tax 
       return.

     The Company utilizes the asset and liability method for
       taxes on income, and deferred tax assets and liabilities
       are recognized for the future tax consequences
       attributable to differences between the financial
       statement carrying amounts of existing assets and
       liabilities and their respective tax bases.  Deferred tax
       assets and liabilities are measured using enacted tax
       rates expected to apply to taxable income in the years in
       which those temporary differences are expected to be
       recovered or settled.  The effect of a change in tax
       rates on deferred tax assets and liabilities is
       recognized in income in the period that includes the
       enactment date.

     Stock Option Plan
     -----------------

     The Company provides pro forma net income and pro forma
       earnings per share disclosures for material employee
       stock option grants made after 1996 as if the
       fair-value-based method, which recognizes as expense over
       the vesting period the fair value of stock-based
       awards at the date of grant, had been applied.

                              28<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Effect of New Accounting Standards
     ----------------------------------

     SFAS No. 130, Reporting Comprehensive Income, will be
       effective for the Company for the year beginning October
       1, 1998, and establishes the standards for the reporting
       and display of comprehensive income in the financial
       statements.  Comprehensive income represents net
       income and certain amounts reported directly in
       stockholders' equity, such as the net unrealized
       gain or loss on available-for-sale securities.  The
       Company will adopt SFAS No. 130 when required.

     SFAS No. 131, Disclosure About Segments of an Enterprise
       and Related Information, will be effective for the
       Company for the year beginning October 1, 1998, and
       establishes disclosure requirements for segment
       operations. The Company expects to adopt SFAS No. 131
       when required.

     SFAS No. 132, Employers' Disclosures about Pensions and
       Other Postretirement Benefits, will be effective for the
       Company for the year beginning October 1, 1998, and
       revises the disclosure requirements for pension and other
       postretirement benefit plans. The Company expects to
       adopt SFAS No. 132 when required.

     SFAS No. 133, Accounting for Derivative Instruments and
       Hedging Activities, will be effective for the Company for
       the year beginning October 1, 1999.  Management is
       evaluating the impact the adoption of SFAS No. 133 will
       have on the Company's consolidated financial statements.
       The Company expects to adopt SFAS No. 133 when required.

     Fair Value of Financial Instruments
     -----------------------------------

     The Company's fair value estimates, methods, and
       assumptions for its financial instruments are set forth
       below:

          Cash and Cash Equivalents, Accrued Interest
            Receivable, Advance Payments by Borrowers for Taxes
            and Insurance, and Accrued Interest Payable

          The recorded amount approximates fair value due to the
          short-term nature of the instruments.

          Securities Available for Sale and Securities Held to
            Maturity

          The fair value of securities is estimated based on bid
          prices published in financial newspapers, bid
          quotations received from securities dealers, or quoted
          market prices of similar instruments, adjusted for
          differences between the quoted instruments and the
          instruments being valued.

          Loans

          Fair values are estimated for portfolios of loans with
          similar financial characteristics.  Loans are
          segregated by type, such as commercial, real estate,
          and installment.

                              29<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Fair Value of Financial Instruments, Continued
     ----------------------------------------------

          Loans, continued

          The fair value of a loan is calculated by discounting
          scheduled cash flows through the estimated maturity
          using estimated market discount rates that reflect the
          credit and interest rate risk inherent in the loan. 
          The estimate of maturity is based on the subsidiary
          banks' historical experience with repayments for each
          loan classification, modified as required by an
          estimate of the effect of current economic and lending
          conditions.  The effect of nonperforming loans is
          considered in assessing the credit risk inherent in
          the fair value estimate. 

          Federal Home Loan Bank (FHLB) Stock

          The value of FHLB stock is equivalent to its carrying
          value, as the stock is redeemable at par value.

          Deposits

          The fair value of deposits with no stated maturity,
          such as noninterest-bearing demand deposits, savings,
          and NOW accounts, is equal to the amount payable on
          demand.  The fair value of certificates of deposit is
          based on the discounted value of contractual cash
          flows. The discount rate is estimated using the rates
          currently offered for deposits of similar remaining
          maturities.  The fair value estimates do not include
          the benefit that results from the low-cost funding
          provided by the deposit liabilities compared to the
          cost of borrowing funds in the market.

          Borrowed Funds

          The fair value of borrowed funds is based on the
          discounted value of contractual cash flows.

          Off Balance Sheet Instruments

          The fair value of commitments to extend credit and
          commitments to purchase or sell loans is estimated
          using the difference between current levels of
          interest rates and committed rates. The fair value of
          letters of credit is based on fees currently charged
          for similar agreements.  Management estimates the fair
          value of commitments to purchase or sell loans
          approximates the carrying value, as applicable.
 
                              30<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements, Continued


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Fair Value of Financial Instruments, Continued
     ----------------------------------------------

          Limitations

          Fair value estimates are made at a specific point in
          time, based on relevant market information and
          information about the financial instrument.  Because
          no market exists for a significant portion of the
          subsidiary bank's financial instruments, fair value
          estimates are based on judgments regarding future
          expected loss experience, current economic conditions,
          risk characteristics of various financial instruments,
          and other factors.  These estimates are subjective
          in nature and involve uncertainties and matters of
          significant judgment and, therefore, cannot be
          determined with precision.  Changes in assumptions
          could significantly affect the estimates.

 (2) SECURITIES AVAILABLE FOR SALE

     Securities available for sale at September 30, 1998 and
       1997, were as follows:

<TABLE>   
<CAPTION>
                                                     Gross       Gross    Estimated
                                       Amortized   Unrealized  Unrealized   Fair
         Description                      Cost       Gains       Losses     Value
         -----------                   ---------   ----------  ---------- ---------
<S>                                    <C>         <C>         <C>        <C>
1998:
  Mortgage-backed securities:
    Federal National Mortgage
      Association (FNMA)             $  729,667   11,962           -       741,629
    Government National Mortgage
      Association (GNMA)                971,817   17,873       1,797       987,893
    Federal Home Loan Mortgage
      Corporation (FHLMC)               121,388    3,405           -       124,793
    Government backed collateralized 
      mortgage obligations            2,007,130   16,690           -     2,023,820
  Other investment securities         1,100,112   23,500       7,500     1,116,112
                                     ----------   ------      ------     ---------
                                     $4,930,114   73,430       9,297     4,994,247
                                     ==========   ======      ======     =========
1997:
    Mortgage-backed securities:
       FNMA                          $  930,039   16,286           -       946,325
       GNMA                           1,247,358   28,971           -     1,276,329
       FHLMC                            150,508    4,878           -       155,386
       Government backed 
         collateralized mortgage 
         obligations                  2,007,298        -      17,538     1,989,760
    Other investment securities         600,112   14,750           -       614,862
                                     ----------   ------      ------     ---------
                                     $4,935,315   64,885      17,538     4,982,662
                                     ==========   ======      ======     =========
</TABLE>    

     Expected maturities will differ from contractual maturities
       because borrowers may have the right to call or prepay
       obligations with or without call or prepayment penalties.
                              31<PAGE>
<PAGE>
        MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(2)  SECURITIES AVAILABLE FOR SALE, CONTINUED

     At September 30, 1998 and 1997, the net valuation amount of
       $42,300 and $31,052, respectively, was reflected as a
       component of stockholders' equity, including the effect
       of taxes on income of $21,833 and $16,295, respectively.

     There were no sales of securities available for sale during
       1998, 1997, and 1996.

     At September 30, 1998 and 1997, accrued interest receivable
       for securities available for sale totaled $14,911 and
       $17,508, respectively.

 (3) SECURITIES HELD TO MATURITY

     Securities held to maturity at September 30, 1998 and 1997,
       were as follows:
<TABLE>   
<CAPTION>
                                                     Gross       Gross    Estimated
                                       Amortized   Unrealized  Unrealized   Fair
         Description                      Cost       Gains       Losses     Value
         -----------                   ---------   ----------  ---------- ---------
<S>                                    <C>         <C>         <C>        <C>
1998:
     U.S. agency securities            $18,929,802  198,778          -   19,128,580
     Mortgage-backed and related 
       securities:
       FNMA                              3,854,778   61,532      9,017    3,907,293
       GNMA                              9,691,297  206,239          -    9,897,536
       FHLMC                             3,234,465   47,459          -    3,281,924
       Government backed Collateralized 
         mortgage obligations            9,081,190    5,777    105,619    8,981,348
     Nontaxable municipal bonds          5,002,257  181,232          -    5,183,489
                                       -----------  -------    -------   ----------
                                       $49,793,789  701,017    114,636   50,380,170
                                       ===========  =======    =======   ==========
1997:
     U.S. agency securities            $18,359,588  105,899     62,302   18,403,185
     Mortgage-backed and related 
       securities:
       FNMA                              4,414,248   69,766      6,047    4,477,967
       GNMA                             12,727,233  321,803      5,293   13,043,743
       FHLMC                             1,633,085    1,264        126    1,634,223
       Government backed collateralized 
         mortgage obligations            7,405,811        -    111,191    7,294,620
     Taxable municipal bonds               509,552   39,193          -      548,745
     Nontaxable municipal bonds          2,717,604  117,533      6,047    2,829,090
                                       -----------  -------    -------   ----------
                                       $47,767,121  655,458    191,006   48,231,573
                                       ===========  =======    =======   ==========
</TABLE>    
                              32<PAGE>
<PAGE>
               MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(3)  SECURITIES HELD TO MATURITY, CONTINUED

     The amortized cost and estimated fair value of securities
     held to maturity at September 30, 1998, are shown below by
     contractual maturity.  Expected maturities will differ from
     contractual maturities because borrowers may have the right
     to call or prepay obligations with or without call or
     prepayment penalties.
<TABLE>
<CAPTION>     
                                                                   Estimated
                                                 Amortized           Fair
                                                    Cost             Value
                                                 ----------     -------------
      <S>                                        <C>            <C>
      Due in 1 year or less                      $    50,000        50,112
      Due after 1 year through 5 years             5,230,197     5,328,409
      Due after 5 years, but less than 10 years   15,378,333    15,629,774
      Due after 10 years                           3,273,529     3,303,774
      Mortgage-backed and related securities      25,861,730    26,068,101
                                                 -----------    ----------
                                                 $49,793,789    50,380,170
                                                 ===========    ==========
</TABLE>

     There were no sales of securities held to maturity during
       the years ended September 30, 1998, 1997, or 1996.

     At September 30, 1998 and 1997, accrued interest receivable
       for securities held to maturity totaled $500,667 and
       $381,238, respectively.

(4)  LOANS RECEIVABLE

     Loans receivable are summarized as follows:

<TABLE>
<CAPTION>
                                                          September 30,
                                                  ----------------------------
                                                      1998           1997
                                                      ----           ----
<S>                                               <C>            <C>
Real estate loans:
     One- to four-family                          $47,232,641    46,107,239
     Commercial                                    13,461,213    10,150,075
     Construction                                   1,057,538     1,338,796
                                                  -----------    ----------
                                                   61,751,392    57,596,110
                                                  -----------    ----------
Other loans:
     Second mortgages                               4,966,545     4,497,874
     Commercial business                            1,600,196     1,394,076
     Automobile                                     1,736,376     1,405,748
     Home equity                                    1,536,990     1,176,502
     Student                                          327,568       306,162
     Unsecured consumer                               157,019       174,704
     Loans on deposits                                109,816       180,639
     Other                                            275,939       352,423
                                                  -----------    ----------
                                                   10,710,449     9,488,228
                                                  -----------    ----------
                                                   72,461,841    67,084,338
Less:
     Loans in process                                 647,286       275,553
     Deferred loan fees                                71,748        88,848
     Allowance for losses on loans                    307,228       301,952
                                                  -----------    ----------
               Total loans receivable             $71,435,579    66,417,985
                                                  ===========    ==========
</TABLE>
                              33<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(4)  LOANS RECEIVABLE, CONTINUED

     At September 30, 1998 and 1997, net accrued interest on
        loans receivable totaled $499,489 and $473,270,
        respectively.

     At September 30, 1998, the Bank was committed to originate
        $915,850 of fixed rate loans at interest rates ranging
        from 6.8 to 7.5 percent.  In addition, the Bank's
        customers had unused lines of credit totaling
        approximately $2,822,000 at September 30, 1998.

     Loan customers of the Bank include certain executive
        officers and directors and their related interests
        and associates.  All loans to this group were made in
        the ordinary course of business at prevailing terms and
        conditions.  Such loans at September 30, 1998 and 1997,
        amounted to $238,420 and $258,243, respectively.  During
        the year ended September 30, 1998, repayments totaled
        $19,823.

     The amount of loans serviced by the Bank for the benefit of
        others was $1,325,044, $2,401,830, and $2,785,992 at
        September 30, 1998, 1997, and 1996, respectively.

 (5) ALLOWANCE FOR LOSSES ON LOANS

     A summary of the allowance for losses on loans follows:

<TABLE>
<CAPTION>
                                                             September 30,
                                                   ------------------------------- 
                                                    1998         1997        1996
                                                   ------      -------     ------- 
<S>                                                <C>         <C>         <C>
Balance at beginning of year                       $301,952    273,819     248,028
Provision for losses                                 60,000     81,000      36,000
Charge-offs                                         (58,922)   (54,387)    (29,599)
Recoveries                                            4,198      1,520      19,390
                                                   --------    -------     -------
Balance at end of year                             $307,228    301,952     273,819
                                                   ========    =======     =======
</TABLE>

     At September 30, 1998, 1997, and 1996, the Company had
        nonaccrual loans of approximately $126,000; $17,092; and
        $151,000 and restructured loans of $-0-; $24,000; and
        $54,000, respectively.  The allowance for loan losses
        related to these impaired loans was approximately
        $17,300; $4,000; and $7,500, respectively.  The average
        balances of such loans for the years ended September 30,
        1998, 1997, and 1996, were $128,750; $95,500; and
        $119,750, respectively.  For the years ended September
        30, 1998, 1997, and 1996, interest income which would
        have been recorded under the original terms of such
        loans was approximately $4,400; $3,200; and $10,300,
        respectively, with $-0-; $1,900; and $3,250,
        respectively, recorded. 

     As of September 30, 1998, there were no material
        commitments to lend additional funds to customers whose
        loans were classified as nonaccrual or restructured.

                              34<PAGE>
<PAGE>
       MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(6)  OFFICE PROPERTIES AND EQUIPMENT

     At September 30, 1998 and 1997, the cost and accumulated
        depreciation of office properties and equipment were as
        follows:
<TABLE>
<CAPTION>            
                                           1998          1997
                                           ----          ----
      <S>                               <C>          <C>
      Land                              $  442,399      442,399
      Buildings and improvements         2,856,942    2,708,891
      Furniture and fixtures               868,194      805,936
                                        ----------    ---------
                                         4,167,535    3,957,226
      Less accumulated depreciation      1,537,169    1,370,099
                                        ----------    ---------
                                        $2,630,366    2,587,127
                                        ==========    =========
</TABLE>
(7)  DEPOSITS

     A summary of deposits at September 30, 1998 and 1997, is as
        follows:
<TABLE>
<CAPTION>            
                                           1998          1997
                                           ----          ----
      <S>                               <C>          <C>
      Balance by account type:
        NOW accounts                    $ 5,831,078   5,992,220
        Passbook                          5,473,380   5,798,282
        Money market                     17,940,818  17,571,218
        Certificates of deposit          67,107,383  60,015,998
                                        -----------  ----------
                                        $96,352,659  89,377,718
                                        ===========  ==========
</TABLE>
     At September 30, 1998, the scheduled maturities of
        certificates of deposit were as follows:

        1999                            $58,111,784
        2000                              5,179,184
        2001                              2,235,354
        2002                              1,328,062
        2003 and thereafter                 252,999
                                        -----------
                                        $67,107,383
                                        ===========

     The aggregate amount of jumbo certificates of deposit with
        a minimum denomination of $100,000 was approximately
        $14,200,000 and $9,700,000 at September 30, 1998 and
        1997, respectively.
   
     Deposit accounts in excess of $100,000 are not covered
        by federal deposit insurance.    

     Interest expense on deposits consisted of the following:
<TABLE>
<CAPTION>
                                                             September 30,
                                                   ------------------------------- 
                                                    1998         1997        1996
                                                   ------      -------     ------- 
<S>                                                <C>         <C>        <C>
NOW accounts                                       $   42,040     39,145      37,278
Savings accounts                                      647,625    580,565     429,754
Certificates of deposit                             3,427,566  3,176,534   3,253,557
                                                   ----------  ---------   ---------
                                                    4,117,231  3,796,244   3,720,589
Less penalties on early withdrawals                    14,587      8,554      10,265
                                                   ----------  ---------   ---------
     Net interest expense                          $4,102,644  3,787,690   3,710,324
                                                   ==========  =========   =========
</TABLE>                   35<PAGE>
<PAGE>

        MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(7)  DEPOSITS, CONTINUED

     At September 30, 1998 and 1997, accrued interest payable on
        deposits totaled $939,041 and $939,893, respectively.

     At September 30, 1998 and 1997, the Bank had  mortgage-
        backed and other investment securities with a carrying
        value of approximately $21,717,000 and $24,704,000,
        respectively, pledged as collateral for deposits.

(8)  BORROWED FUNDS

     At September 30, 1998 and 1997, borrowed funds consisted of
        the following:

<TABLE>
<CAPTION>
                                       Weighted-                   Weighted-
                                        Average                     Average
                                     Interest Rate      1998     Interest Rate    1997
                                     -------------     ------    -------------   ------
<S>                                  <C>              <C>          <C>          <C>
FHLB (A):
  Maturity in fiscal year ending
    September 30:
     1998                               -  %        $     -         5.72       $16,000,000
     1999                              5.50           5,000,000     5.48         4,000,000
     2000                              5.86           1,000,000     5.83         5,000,000
     2001                              5.76           7,000,000      -              -
     2002                              5.33           6,000,000      -              -
     2008                              5.45          17,000,000      -              -
  Amount drawn on line of credit(B)     -                 -        Variable         -
                                                    -----------                -----------
                                                    $36,000,000                $25,000,000
                                                    ===========                ===========
</TABLE>

     (A)  Advances from the FHLB are secured by stock in the
          FHLB.  In addition, the Bank has agreed to maintain
          unencumbered additional security in the form of
          certain residential mortgage loans aggregating no less
          than 150 percent of outstanding advances.

     (B)  Line of credit with the FHLB with a limit of
          $10,000,000, was cancelled by the Bank on March 31,
          1998.

     At September 30, 1998 and 1997, accrued interest payable on
        advances from the FHLB and other borrowings totaled $-0-
        and $5,997, respectively.

                              36<PAGE>
<PAGE>
        MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(9)  TAXES ON INCOME

     Taxes on income are comprised as follows:
<TABLE>
<CAPTION>
                                             Years Ended September 30,
                -------------------------------------------------------------------------------------
                           1998                        1997                           1996 
                ------------------------    ---------------------------    --------------------------
                Federal    State   Total    Federal    State      Total    Federal    State   Total
                -------    -----   -----    -------    -----     ------    -------    -----   -----
<S>             <C>       <C>     <C>       <C>        <C>       <C>       <C>       <C>      <C>
Current         $516,000  73,000  589,000   537,800    67,000    604,800   495,000   70,200   565,200
Deferred           9,000   2,000   11,000   162,000    24,000    186,000  (134,000) (20,000) (154,000)
                --------  ------  -------  --------   -------   --------  --------  -------  --------
                $525,000  75,000  600,800   699,800    91,000    790,800   361,000   50,200   411,200
                ========  ======  =======   =======   =======   ========  ========  =======  ========
</TABLE>   


     Taxes on income differ from the "expected" amounts computed
        by applying the federal income tax rate of 34 percent to
        income before taxes on income for the following reasons:
<TABLE>   
<CAPTION>
                                                             September 30,
                                                   ------------------------------- 
                                                    1998         1997        1996
                                                   ------      -------     ------- 
<S>                                                <C>         <C>         <C>
Computed "expected" taxes on income                $656,826     795,827    420,170
State taxes, net of federal benefit                  49,500      60,060     33,146
Tax-exempt interest                                 (50,000)    (38,000)   (34,000)
Reduction of valuation allowance                          -     (10,000)   (17,000)
Other                                               (56,326)    (17,087)     8,884
                                                   --------     -------    -------
                                                   $600,000     790,800    411,200
                                                   ========     =======    =======
Effective rate                                         31.1%       33.8%      33.3%
                                                   ========     =======    =======
</TABLE>    
                              37<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(9)  TAXES ON INCOME, CONTINUED

     The tax effects of temporary differences that give rise to
        significant portions of the deferred tax assets and
        deferred tax liabilities are presented below:
<TABLE>
<CAPTION>
                                                          September 30,
                                                     -----------------------
                                                       1998           1997           
                                                     --------       --------
<S>                                                  <C>            <C>
Deferred tax assets:
     Loan and real estate loss allowance             $129,000       136,000
                                                     --------       -------
          Total gross deferred tax assets             129,000       136,000
     Less valuation allowance                               -             -   
                                                     --------       -------
          Deferred tax assets net of allowance        129,000       136,000
                                                     --------       -------
Deferred tax liabilities:
     Unrealized gain on securities held for sale       21,833        16,295
     Tax bad debt reserve                             179,000       179,000
     Other                                             11,000         7,000
                                                     --------       -------
          Total gross deferred tax liabilities        211,833       202,295
                                                     --------       -------
          Net deferred tax liability                 $(82,833)      (66,295)
                                                     ========       =======
</TABLE>
     Based upon the Company's level of historical taxable income
        and anticipated future taxable income over the periods
        which the deferred tax assets are deductible, management
        believes it is more likely than not the Company will
        realize the benefits of these deductible differences.

(10) EMPLOYEE BENEFIT PLANS

     Defined Contribution Retirement Plan
     ------------------------------------

     The Bank and its subsidiaries maintain two defined
        contribution retirement plans for their employees. 
        Under one plan, the Bank contributes 9 percent
        of the participants' earnings.  Under the second plan,
        the participants contribute from 0 to 12 percent and the
        Bank matches 50 percent of the contribution up to 3
        percent.  Plan expense for the years ended September 
        30, 1998, 1997, and 1996, was $111,871, $112,822, and
        $79,247, respectively.

     Management Recognition and Retention Plan
     -----------------------------------------

     In connection with its stock conversion, the Bank
        established a management recognition and retention plan
        as a method of providing directors and key officers of
        the Bank with a proprietary interest in the Bank in a
        manner designed to encourage such persons to remain with
        the Bank.  The Bank contributed funds to the plan to
        acquire in the aggregate up to 3 percent of the common
        stock issued in the offering.  During 1996, all rights
        in the plan became fully vested.
                              38<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(10) EMPLOYEE BENEFIT PLANS, CONTINUED

     Stock Incentive Plan
     --------------------

     The Company has a stock incentive plan under which up to
        211,047 shares of common stock are reserved for
        issuance pursuant to options or other awards which may
        be granted to officers, key employees, and certain
        nonaffiliated directors of the Company.  The exercise
        price of each option equals the market price of the
        Company's stock on the date of grant.  The option's
        maximum term is ten years, with vesting occurring at the
        time the options are granted.

     The Company applies Accounting Principles Board Opinion No.
        25 and related interpretations in accounting for its
        plan.  Accordingly, no compensation cost has been 
        recognized for its stock options in the financial
        statements.  Had compensation cost for the Company's
        stock incentive plan been determined consistent with
        SFAS 123, the Company's net income and earnings per
        share for options granted in 1997 would have been
        reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>  
                                      1998         1997
                                      ----         ----
    <S>                           <C>          <C>
     Net income:
       As reported                 $1,331,843    1,549,835
       Pro forma                    1,331,843    1,177,397

     Basic earnings per share:
       As reported                 $      .78          .93
       Pro forma                          .78          .68

     Diluted earnings per share:
       As reported                 $      .73          .89
       Pro forma                          .73          .64
</TABLE>

     The fair value of each option grant has been estimated
        using the Black-Scholes option-pricing model with the
        following weighted-average assumptions used for grants
        in 1997: dividend yield of 1.00 percent; expected
        volatility of 26.00 percent; risk free interest rate of
        6.10 percent; and expected life of 6 years.  There were
        no options granted in 1998.
                              39<PAGE>
<PAGE>
          MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(10) EMPLOYEE BENEFIT PLANS, CONTINUED

     Stock Incentive Plan, Continued
     -------------------------------

     A summary of the status of the Company's stock incentive
        plan as of September 30, 1998, 1997, and 1996, and the
        activity during the years ended on those dates is
        presented below:


            
<TABLE>
<CAPTION>
                                                  1998                   1997               1996
                                          --------------------   ------------------  ------------------
                                                    Weighted-             Weighted-          Weighted-
                                                     average               average            average
                                                    exercise              exercise           exercise
                                          Shares     price       Shares    price     Shares    price
                                          --------------------   ------------------  ------------------
<S>                                       <C>         <C>         <C>      <C>        <C>     <C>
Balance at beginning of year             260,756      $ 6.58       78,964  $ 2.08    137,088  $ 2.08
Granted                                        -           -      209,000    7.75          -       -
Exercised                                (63,060)       4.20      (27,208)   2.52    (53,228)   2.08
Repurchased and canceled                       -        7.75            -       -     (4,896)   2.08
                                         -------                  -------            -------  
    Outstanding at end of year           193,696        6.46      260,756    6.58     78,964    2.08
                                         =======      ======      =======   =====    =======   =====
Weighted-average fair value
  of options granted
  during the year                                     $    -                $2.70              $   -
                                                      ======                =====              =====
</TABLE>
(11) STOCKHOLDERS' EQUITY

     In order to grant a priority to eligible account holders in
        the event of future liquidation, the Bank, at the time
        of its stock conversion, established a liquidation
        account in an amount equal to the regulatory capital as
        of December 31, 1991.  In the event of future
        liquidation of the Bank, eligible account holders who
        continue to maintain their deposit accounts shall be
        entitled to receive a distribution from the liquidation
        account.  The total amount of the liquidation account
        will be decreased as the balances of eligible account
        holders are reduced subsequent to the conversion, based
        on an annual determination of such balances.

     Regulatory Capital Requirements
     -------------------------------

     The Financial Institution Reform, Recovery, and Enforcement
         Act of 1989 (FIRREA) and the capital regulations of the
         Office of Thrift Supervision (OTS) promulgated
         thereunder require institutions to have a minimum
         regulatory tangible capital equal to 1.5 percent of
         total assets; a minimum 3 percent core capital ratio;
         and, after December 31, 1992, a minimum 8 percent
         risk-based capital ratio.  These capital standards set
         forth in the capital regulations must generally be no
         less stringent than the capital standards applicable to
         national banks.  FIRREA also specifies the required
         ratio of housing-related assets in order to qualify as
         a savings institution.   The Bank met the regulatory
         capital requirements at September 30, 1998 and 1997. 

                             40
<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(11) STOCKHOLDERS' EQUITY, CONTINUED

     The Federal Deposit Insurance Corporation Improvement Act
         of 1991 (FDICIA) established additional capital
         requirements which require regulatory action against
         depository institutions in one of the undercapitalized
         categories defined in implementing regulations.  
         Institutions such as the Bank, which are defined as
         well capitalized, must generally have a leverage
         capital (core) ratio of at least 5 percent, a tier 1
         risk-based capital ratio of at least 6 percent, and a
         total risk-based capital ratio of at least 10 percent. 
         FDICIA also provides for increased supervision by
         federal regulatory agencies, increased reporting
         requirements for insured depository institutions, and
         other changes in the legal and regulatory environment
         for such institutions.  The Bank met the regulatory
         capital requirements at September 30, 1998 and
         1997.

     The Bank's capital amounts and ratios as of September 30,
         1998, were as follows:
<TABLE>
<CAPTION>
                                                                 For capital      To be well capitalized
                                                                  adequacy      under prompt corrective
                                              Actual              purposes        action provisions
                                      --------------------   -----------------   ------------------------
                                      Amount      Ratio      Amount      Ratio    Amount        Ratio
                                      ------      -----      ------      -----    ------        -----
      <S>                             <C>         <C>        <C>         <C>      <C>           <C>
      Tangible capital                $11,157,881  7.68%     $2,180,742  1.5%     $7,269,141    5.0%
      Core capital                     11,157,881  7.68       4,361,484  3.0       7,269,141    5.0
      Risk-based capital               11,483,337 19.21       4,782,440  8.0       5,978,051   10.0
</TABLE>
   
     A reconciliation of the Bank's regulatory capital to
       capital using generally accepted accounting principles 
       (GAAP) as of September 30, 1998 (unaudited) follows:
<TABLE>
<CAPTION>
                             Tangible      Core      Risk-based
                              capital     capital      capital
                             --------     -------    ----------
     <S>                     <C>          <C>         <C>
     GAAP capital            $11,203,705  11,203,705 11,203,705

     Capital adjustments:
       Allowance for loan
         losses                       --          --    307,228
       Intangible assets          (5,316)     (5,316)    (5,316)
       Unrealized gains on
         securities available
         for sale, net of
         taxes                   (40,508)    (40,508)   (22,280)
                             -----------  ---------- ----------
     Regulatory capital      $11,157,881  11,157,881 11,483,337
                             ===========  ========== ==========
</TABLE>    

     At September 30, 1998 and 1997, the Bank had federal income
        tax bad debt reserves of approximately $1,785,000, which
        constitute allocations to bad debt reserves for federal
        income tax purposes for which no provision for taxes on
        income had been made.  If such allocations are charged
        for other than bad debt losses, taxable income is
        created to the extent of the charges. The Bank's
        retained earnings at September 30, 1998 and 1997, were
        partially restricted because of the effect of these tax
        bad debt reserves.

     Dividend Restrictions
     ---------------------

     Federal regulations impose certain limitations on the
        payment of dividends and other capital distributions by
        the Bank.  Under the regulations, a savings institution,
        such as the Bank, that will meet the fully phased-in
        capital requirements (as defined by the OTS regulations)
        subsequent to a capital distribution is generally
        permitted to make such capital distribution without OTS
        approval so long as they have not been notified of the
        need for more than normal supervision by the OTS.  The
        Bank has not been so notified and, therefore, may make
        capital distributions during a calendar year equal to
        net income plus 50 percent of the amount by which the
        Bank's capital exceeds the fully phased-in capital
        requirement as measured at the beginning of the calendar
        year.  A savings institution with total capital in
        excess of current minimum capital requirements but not
        in excess of the fully phased-in requirements is
        permitted by the new regulations to make, without OTS
        approval, capital distributions of between 25 and 75
        percent of its net income for the previous four
        quarters, less dividends already paid for such period. 
        A savings institution that fails to meet current minimum
        capital requirements is prohibited from making any
        capital distributions without prior approval from the
        OTS.
                             41<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair values of the Bank's financial
         instruments (as described in note 1) at September 30,
         1998 and 1997, were as follows:


<TABLE>
<CAPTION>
                                        1998                    1997
                                --------------------     ------------------
                                Recorded      Fair        Recorded     Fair
                                 amount       value        amount     value
                                --------      -----      ---------    ----- 
<S>                             <C>          <C>         <C>          <C>
Financial assets:
  Cash and cash equivalents     $15,457,949  15,457,949   3,563,299    3,563,299
  Securities available for sale   4,994,247   4,994,247   4,982,662    4,982,662
  Securities held to maturity    49,793,789  50,380,170  47,767,121   48,231,573
  Loans, net                     71,435,479  72,972,766  66,417,985   67,619,505
  FHLB stock                      1,800,000   1,800,000   1,650,000    1,650,000
  Accrued interest receivable     1,017,122   1,017,122     867,663      867,663

Financial liabilities:
  Deposits                       96,352,659  96,448,925  89,377,718   89,434,588
  Borrowed funds                 36,000,000  35,469,911  25,000,000   24,857,404
  Advance payments by borrowers                             
    for taxes and insurance         162,572     162,572     179,982      179,982
  Accrued interest payable          939,041     939,041     945,890      945,890
                                 ==========  ==========  ==========   ==========
<CAPTION>
                                  Notional    Unrealized   Notional    Unrealized
                                   Value      gain(loss)    Value      gain (loss)
                                 ----------   ----------  ---------    -----------
<S>                              <C>         <C>         <C>          <C>
Off balance sheet instruments:
  Commitments to extend credit  $   915,850          -    1,626,000          --
  Lines of credit to customers    2,822,000          -    2,614,000          --
  Line of credit unused by the
    Company                               -          -   10,000,000          --
                                ===========    =======   ==========      ======
</TABLE>

 (13)     SPECIAL DEPOSIT INSURANCE ASSESSMENT

     On September 30, 1996, the Deposit Insurance Funds Act of
        1996 (the Act) was signed into law.  The Act imposed a
        one-time special assessment of 65.7 basis points of the
        deposits held as of March 31, 1995, to capitalize the
        Savings Association Insurance Fund (SAIF).  All of 
        the deposits of the Bank are SAIF-insured.  The Bank
        incurred a one-time pre-tax expense of $530,421 that is
        recorded in the Bank's statement of operations for the
        year ended September 30, 1996.
                            42<PAGE>
<PAGE>
        MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(14) CONTINGENCIES

     The Company is involved with various claims and legal
         actions arising in the ordinary course of business.  In
         the opinion of management, the ultimate disposition of
         these matters will not have a material adverse effect
         on the Company's consolidated financial statements.


(15) MID-IOWA FINANCIAL CORP. (PARENT COMPANY ONLY) FINANCIAL
     INFORMATION

     The Parent Company's principal asset is its 100 percent
         ownership of the Bank and its subsidiary.  Following
         are the condensed financial statements for the Parent
         Company:

<TABLE>
<CAPTION>
                                                          September 30,
                                                     -----------------------
          Condensed Balance Sheets                    1997           1996            
          ------------------------                  --------       --------
<S>                                                <C>             <C>
Cash                                               $   790,539        781,075
Securities available for sale                        1,318,866      1,065,257
Securities held to maturity                            200,000        200,000
Accrued interest receivable                             10,441         11,261
Investment in nonbank subsidiary                       260,301        206,184
Investment in Bank                                  11,203,704      9,846,219
Prepaid expenses and other assets                        4,999          5,218
                                                   -----------     ----------
          Total assets                             $13,788,850     12,115,214
                                                   ===========     ==========

Accrued expenses and other liabilities             $    28,385         54,086
                                                   -----------     ----------
Common stock                                            17,411         17,299
Additional paid-in capital                           3,147,692      3,040,211
Retained earnings                                   10,553,062      9,298,166
Treasury stock                                               -       (325,600)
Unrealized gain on securities available for 
  sale, net                                             42,300         31,052
                                                   -----------    -----------
          Total stockholders' equity                13,760,465     12,061,128
                                                   -----------    -----------
          Total liabilities and stockholders' 
            equity                                 $13,788,850     12,115,214
                                                   ===========    ===========
</TABLE>
                                   43<PAGE>
<PAGE>
           MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(15) MID-IOWA FINANCIAL CORP. (PARENT COMPANY ONLY) FINANCIAL
     INFORMATION, CONTINUED


<TABLE>
<CAPTION>
                                                     Years Ended September 30,
                                                   ------------------------------- 
       Condensed Statements of Operations           1998         1997        1996
       ----------------------------------          ------      -------     ------- 
<S>                                                <C>         <C>         <C>
Interest income                                   $    90,826    109,130   103,040
Other income                                           33,316    221,000         -
Equity in net income of subsidiaries                1,329,399  1,383,352   816,027
Other expenses                                       (149,525)   (80,772)  (97,993)
                                                  -----------  ---------  --------
    Income before income tax expense (benefit)      1,304,016  1,632,710   821,074 

Income tax (benefit) expense                          (27,827)    82,875    (3,500)
                                                  -----------  ---------  --------
    Net income                                    $ 1,331,843  1,549,835   824,574
                                                  ===========  =========  ========
<CAPTION>
                                                     Years Ended September 30,
                                                   ------------------------------- 
       Condensed Statements of Cash Flows           1998         1997        1996
       ----------------------------------          ------      -------     ------- 
<S>                                                <C>         <C>         <C>
Operating activities:
  Net income                                     $ 1,331,843   1,549,835   824,574
  Equity in net income of subsidiaries            (1,329,399) (1,383,352) (816,027)
  Amortization                                           420         (88)     (248)
  Change in assets and liabilities:
    Decrease in accrued interest receivable              820         344     3,178 
    (Decrease) increase in current taxes on
      income                                          (7,703)     26,766   (27,412)
    Other, net                                       (11,878)     (4,670)    6,642
                                                  ----------  ----------  --------
    Net cash (used in) provided by operating
      activities                                     (15,897)    188,835    (9,293)
                                                  ----------  ----------  --------
Investing activities:
  Securities available for sale:
    Purchase of securities available for sale       (500,000)   (388,439) (100,000)
    Proceeds from sale of subsidiary stock                --     200,000        --
    Principal repayments on mortgage-backed
      securities available for sale                  229,114     140,600   126,456
  Net change in loans                                     --     155,000        -- 
                                                  ----------  ----------  --------
    Net cash (used in) provided by investing 
      activities                                    (270,886)    107,161    26,456 
                                                  ----------  ----------  --------
Financing activities:
  Payments to acquire treasury stock                      --     (47,812) (462,950)
  Stock options exercised                            433,193      68,500   110,743
  Net dividends (paid) received                     (136,946)    366,253   164,951
                                                  ----------  ----------  --------
    Net cash provided by (used in) financing
      activities                                     296,247     386,941  (187,256)
                                                  ----------  ----------  --------
    Net increase (decrease) in cash                    9,464     682,937  (170,093)
Cash at beginning of year                            781,075      98,138   268,231
                                                  ----------  ----------  --------
Cash at end of year                               $  790,539     781,075    98,138
                                                  ==========  ==========  ========
</TABLE>
                             44<PAGE>
<PAGE>
         MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES

    Notes to Consolidated Financial Statements, Continued


(16) PROPOSED TRANSACTION

     On August 17, 1998 the Company announced the execution of a
        definitive agreement to be acquired by a newly formed
        holding company that will be the successor of First
        Federal Savings Bank of Siouxland and First Federal
        Bankshares, M.H.C.  The transaction is subject to
        regulatory and shareholder approvals and is anticipated
        to result in payment to Mid-Iowa Financial Corp.
        shareholders of approximately $29,000,000.

                             45


<PAGE>
<PAGE>
                MID-IOWA FINANCIAL CORP.
                STOCKHOLDER INFORMATION
ANNUAL MEETING

The annual meeting of stockholders will be held at 5:00 p.m.,
Monday, March 22, 1999, at Mid-Iowa Savings Bank located at 123
West 2nd Street North, Newton, Iowa.

STOCK LISTING

The Company's stock is traded over the counter, on The Nasdaq
SmallCap Market under the symbol "MIFC".

PRICE RANGE OF AND DIVIDENDS ON COMMON STOCK

The table below shows the range of high and low bid prices for,
and cash dividends declared on, the Company's common stock. 
These prices do not represent actual transactions and do not
include retail markups, markdowns or commissions.

<TABLE>
<CAPTION>
                                    1998                         1997
                           -------------------------     ------------------------
                                           Dividends                    Dividends
                           High     Low     Declared     High    Low     Declared
                          ------   ------  ---------    ------  ------  ---------
<S>                       <C>      <C>       <C>        <C>     <C>       <C>
First Quarter. . . . . . .$11.63    $10.00    $.02      $ 6.62   $6.25      $ .02
Second Quarter . . . . . . 12.63     11.25     .02        8.50    6.75        .02
Third Quarter. . . . . . . 12.75     11.00     .02        9.00    7.38        .02
Fourth Quarter . . . . . . 14.00     10.25     .02       10.13    8.50        .02
</TABLE>

Dividend payment decisions are made with consideration of a
variety of factors including earnings, financial condition,
market considerations and regulatory restrictions.  Bank
restrictions on dividend payments are described in Note 11 of
the Notes to Consolidated Financial Statements included in this
report.

As of December 15, 1999, the Company had approximately 600
stockholders of record and 1,746,148 net outstanding shares of
common stock.

STOCKHOLDERS AND GENERAL 
  INQUIRIES                            TRANSFER AGENT

Kevin D. Ulmer, President      First Bankers Trust Company, N.A.
Mid-Iowa Financial Corp.       Broadway at 12th Street
123 West Second Street North   P.O. Box 3566
Newton, Iowa  50208            Quincy, Illinois 62305-3566
(515) 792-6236                 (217) 228-8000

ANNUAL AND OTHER REPORTS

The Company is required to file an annual report on Form 10-KSB
for its fiscal year ended September 30, 1998, with the
Securities and Exchange Commission.  Copies of the Form 10-KSB
annual report and the Company's quarterly reports may be
obtained by contacting:

     Kevin D. Ulmer, President
     Mid-Iowa Financial Corp.
     123 West Second Street North
     Newton, Iowa  50208
     (515) 792-6236

                            46<PAGE>
<PAGE>
               MID-IOWA FINANCIAL CORP.
                 CORPORATE INFORMATION

COMPANY AND BANK ADDRESS

  123 West Second Street North       Telephone  (515) 792-6236
  Newton, Iowa  50208                Fax        (515) 792-6460

DIRECTORS OF THE BOARD

David E. Sandeen
     Chairman of the Board of Mid-Iowa Financial Corp., 
     President, Midwest Manufacturing Co., Kellogg, Iowa and
     President, CREST Engineering Co., Brookland Park, Minnesota

John W. Carl
     Vice Chairman of the Board of Mid-Iowa Financial Corp.,
     Majority owner of Central Iowa Broadcasting, Newton, Iowa

Gary R. Hill
     Executive Vice President, Secretary and Treasurer, Mid-Iowa
     Financial Corp. and Mid-Iowa Savings Bank, F.S.B., Newton,
     Iowa

Kevin D. Ulmer
     President and Chief Executive Officer, Mid-Iowa Financial
     Corp. and Mid-Iowa Savings Bank, F.S.B., Newton, Iowa     

Carney Loucks
     Self-employed Orthodontist, Newton, Iowa


MID-IOWA FINANCIAL CORP. OFFICERS

Kevin D. Ulmer
     President and Chief Executive Officer

Gary R. Hill
     Executive Vice President, Secretary and Treasurer


INDEPENDENT AUDITORS

KPMG Peat Marwick LLP
2500 Ruan Center
Des Moines, Iowa  50309

CORPORATE COUNSEL

Brierly Law Office
211 First Avenue West
Newton, Iowa  50208

SPECIAL COUNSEL

Housley Kantarian & Bronstein, P.C.
1220 19th Street,  N.W.
Suite 700
Washington, D.C.  20036
                               47