SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                  FORM 10-KSB/A
                                   (Number 1)

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 1999

                         Commission File No.: 000-25231

                          NORTHERN STAR FINANCIAL, INC.
           (Name of Small Business Issuer as specified in its charter)
            Minnesota                                     41-1912467
 (State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                     Identification Number)
                  1650 Madison Avenue, Mankato, Minnesota 56001
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (507) 387-2265
    Securities registered pursuant to Section 12(b) of the Exchange Act: None
      Securities registered pursuant to Section 12(g) of the Exchange Act:
                     Common Stock, $.0l par value per share

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                              Yes [ X ] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: $154,875

The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of September 3, 1999 was approximately $1,906,500 based upon the
average high and low bid prices of the Registrant's Common Stock on such date.

There were 425,600 shares of Common Stock, $.0l par value, outstanding as of
September 3, 1999.
                            -------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents incorporated by reference pursuant to Rule 12b-23: Portions of the
Registrant's Proxy Statement for its 1999 Annual Meeting are incorporated by
reference into Items 9, 10, 11 and 12 of Part III.

Transitional Small Business Disclosure Format (check one).  Yes [  ]   No [ X ]


<PAGE>

         This Amendment No. 1 to the Registrant's Form 10-KSB for the fiscal
year ended June 30, 1999, is being filed in order to file Exhibits 23 and 27
thereto.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

                  Exhibits are numbered in accordance with Item 601 of
                  Regulation S-B. See "Exhibit Index" immediately following the
                  signature page of this Form 10-KSB.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed during the last fiscal
                  quarter of the Registrant's 1999 fiscal year.



                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    NORTHERN STAR FINANCIAL, INC.


Dated:  October 13, 1999            By:  /s/ Thomas P. Stienessen
                                         Thomas P. Stienessen,
                                         Chief Executive Officer



<PAGE>



                          NORTHERN STAR FINANCIAL, INC.

                          EXHIBIT INDEX TO FORM 10-KSB

Exhibit
Number   Description

3.1      Amended and Restated Articles of Incorporation, as amended to date.
         (Incorporated by reference to Exhibit 2.1 to the Company's Registration
         Statement on Form SB-1, Reg. No. 333-61655)*

3.2      By-Laws, as amended to date. (Incorporated by reference to Exhibit 2.2
         to the Company's Registration Statement on Form SB-2, Reg. No.
         333-61655)*

10.1     Lease Agreement between Northern Star Bank (the "Bank") and Colonial
         Square Partners relating to the space located at 1650 Madison Avenue,
         Mankato, Minnesota. (Incorporated by reference to Exhibit 6.1 to the
         Company's Registration Statement on Form SB-1, Reg. No. 333-61655)*

10.2     Employment Agreement between the Bank and Thomas P. Stienessen.
         (Incorporated by reference to Exhibit 6.2 to the Company's Registration
         Statement on Form SB-1, Reg. No. 333-61655)*

10.3**   1998 Equity Incentive Plan, including specimen of Incentive Stock
         Option Agreement and Nonqualified Stock Option Agreement. (Incorporated
         by reference to Exhibit 6.5 to the Company's Registration Statement on
         Form SB-1, Reg. No. 333-61655)*

10.4**   Form of Nonqualified Stock Option Agreement governing options granted
         to Organizers. (Incorporated by reference to Exhibit 6.6 to the
         Company's Registration Statement on Form SB-1, Reg. No. 333-61655)*

11       Statement re: Computation of Earnings Per Share (included in Notes to
         Financial Statements)

21       Subsidiaries of the Registrant:

         Name                                        State of Organization

         Northern Star Bank, Inc.                          Minnesota

23       Consent of Independent Public Accountants

24+      Power of Attorney from Certain Directors (See Signature Page)

27       Financial Data Schedule (filed in electronic format only)

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*    Incorporated by reference - Commission File No. 000-25231 unless otherwise
     indicated.

**   Indicates a management contract or compensatory plan or arrangement
     required to be filed as an exhibit to this Form 10-KSB.

+    Filed previously with Form 10-KSB.