---



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



OR



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



For the transition period from
 to



Commission file number 0-24630



MIDWESTONEFINANCIAL GROUP, INC.

222 First Avenue East

Oskaloosa, IA 52577



Registrants telephone number: 641-673-8448



|                         |  |                                     
|------------------------ |  | ------------------------------------
|Iowa                     |  | 42-1003699                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



Indicate by check mark whether the
registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.



Yes x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No x



As of July 31, 2004, there were 3,772,034 shares of common stock $5 par value outstanding.



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---

PART I  Item 1. Financial Statements



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CONDITION



|                                                                                                                            |  |              |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|(dollars in thousands, except for share amounts)                                                                            |  | June 30,2004 |         |   | December 31,2003 |  
|                                                                                                                            |  | (unaudited)  |         |   |                  |  
|ASSETS                                                                                                                      |  |              |         |   |                  |   |         |  
|Cash and due from banks                                                                                                     |  | $            | 11,132  |   |                  | $ | 13,683  |  
|Interest-bearing deposits in banks                                                                                          |  |              | 414     |   |                  |   | 857     |  
|Federal funds sold                                                                                                          |  |              | 630     |   |                  |   |        |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                   |  |              | 12,176  |   |                  |   | 14,540  |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Investment securities:                                                                                                      |  |              |         |   |                  |   |         |  
|Available for sale                                                                                                          |  |              | 90,751  |   |                  |   | 100,848 |  
|Held to maturity (fair value of $8,162 as of June 30, 2004 and $11,161 as of December 31, 2003)                             |  |              | 7,887   |   |                  |   | 10,596  |  
|Loans                                                                                                                       |  |              | 393,823 |   |                  |   | 377,017 |  
|Allowance for loan losses                                                                                                   |  |              | (4,757  | ) |                  |   | (4,857  | )
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Net loans                                                                                                                   |  |              | 389,066 |   |                  |   | 372,160 |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Loan pool participations                                                                                                    |  |              | 97,172  |   |                  |   | 89,059  |  
|Premises and equipment, net                                                                                                 |  |              | 10,777  |   |                  |   | 10,436  |  
|Accrued interest receivable                                                                                                 |  |              | 4,328   |   |                  |   | 5,107   |  
|Goodwill                                                                                                                    |  |              | 12,976  |   |                  |   | 12,976  |  
|Other intangible assets                                                                                                     |  |              | 1,097   |   |                  |   | 1,244   |  
|Other assets                                                                                                                |  |              | 8,895   |   |                  |   | 6,340   |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Total assets                                                                                                                |  | $            | 635,125 |   |                  | $ | 623,306 |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                        |  |              |         |   |                  |   |         |  
|Deposits:                                                                                                                   |  |              |         |   |                  |   |         |  
|Demand                                                                                                                      |  | $            | 37,721  |   |                  | $ | 40,579  |  
|NOW and Super NOW                                                                                                           |  |              | 64,308  |   |                  |   | 57,795  |  
|Savings                                                                                                                     |  |              | 122,956 |   |                  |   | 120,274 |  
|Certificates of deposit                                                                                                     |  |              | 232,564 |   |                  |   | 234,477 |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Total deposits                                                                                                              |  |              | 457,549 |   |                  |   | 453,125 |  
|Federal funds purchased                                                                                                     |  |              | 15,645  |   |                  |   | 10,450  |  
|Federal Home Loan Bank advances                                                                                             |  |              | 81,406  |   |                  |   | 78,944  |  
|Notes payable                                                                                                               |  |              | 10,350  |   |                  |   | 9,000   |  
|Long-term debt                                                                                                              |  |              | 10,310  |   |                  |   | 10,310  |  
|Other liabilities                                                                                                           |  |              | 4,137   |   |                  |   | 5,333   |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                           |  |              | 579,397 |   |                  |   | 567,162 |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Shareholders equity:                                                                                                       |  |              |         |   |                  |   |         |  
|Common stock, $5 par value; authorized 20,000,000 shares; issued 4,912,849 shares as of June 30, 2004 and December 31, 2003 |  |              | 24,564  |   |                  |   | 24,564  |  
|Capital surplus                                                                                                             |  |              | 12,856  |   |                  |   | 12,976  |  
|Treasury stock at cost, 1,147,416 shares as of June 30, 2004, and 1,130,141 shares as of December 31, 2003                  |  |              | (15,322 | ) |                  |   | (14,589 | )
|Retained earnings                                                                                                           |  |              | 33,539  |   |                  |   | 31,832  |  
|Accumulated other comprehensive income                                                                                      |  |              | 91      |   |                  |   | 1,361   |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Total shareholders equity                                                                                                  |  |              | 55,728  |   |                  |   | 56,144  |  
|                                                                                                                            |  |              |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                  |  | $            | 635,125 |   |                  | $ | 623,306 |  
|                                                                                                                            |  |              |         |   |                  |   |         |  



See accompanying notes
to consolidated financial statements.





---

PART I  Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|------------------------------------------------------------ |  | -------------------------- | ----- | ------------------------ | - | ----- |  | ---- | ------ |  | - | ------
|                                                             |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|(unaudited) (dollars in thousands, except
per share amounts) |  | 2004                       |       | 2003                     |   | 2004  |  | 2003
|Interest income:                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Interest and fees on loans                                   |  | $                          | 5,908 |                          | $ | 6,173 |  | $    | 11,744 |  | $ | 11,966
|Interest and discount on loan pool participations            |  |                            | 2,225 |                          |   | 2,224 |  |      | 4,960  |  |   | 4,383 
|Interest on bank deposits                                    |  |                            | 1     |                          |   | 4     |  |      | 2      |  |   | 7     
|Interest on federal funds sold                               |  |                            | 6     |                          |   | 6     |  |      | 7      |  |   | 25    
|Interest on investment securities:                           |  |                            |       |                          |   |       |  |      |        |  |   |       
|Available for sale                                           |  |                            | 969   |                          |   | 990   |  |      | 1,977  |  |   | 1,982 
|Held to maturity                                             |  |                            | 117   |                          |   | 192   |  |      | 258    |  |   | 417   
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Total interest income                                        |  |                            | 9,226 |                          |   | 9,589 |  |      | 18,948 |  |   | 18,780
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Interest expense:                                            |  |                            |       |                          |   |       |  |      |        |  |   |       
|Interest on deposits:                                        |  |                            |       |                          |   |       |  |      |        |  |   |       
|NOW and Super NOW                                            |  |                            | 61    |                          |   | 52    |  |      | 95     |  |   | 113   
|Savings                                                      |  |                            | 322   |                          |   | 362   |  |      | 628    |  |   | 731   
|Certificates of deposit                                      |  |                            | 1,678 |                          |   | 2,293 |  |      | 3,425  |  |   | 4,627 
|Interest on federal funds purchased                          |  |                            | 22    |                          |   | 18    |  |      | 35     |  |   | 26    
|Interest on Federal Home Loan Bank advances                  |  |                            | 991   |                          |   | 975   |  |      | 1,977  |  |   | 1,946 
|Interest on notes payable                                    |  |                            | 97    |                          |   | 73    |  |      | 188    |  |   | 120   
|Interest on long-term debt                                   |  |                            | 129   |                          |   | 133   |  |      | 256    |  |   | 265   
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Total interest expense                                       |  |                            | 3,300 |                          |   | 3,906 |  |      | 6,604  |  |   | 7,828 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Net interest income                                          |  |                            | 5,926 |                          |   | 5,683 |  |      | 12,344 |  |   | 10,952
|Provision for loan losses                                    |  |                            | 372   |                          |   | 141   |  |      | 530    |  |   | 301   
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Net interest income after provision for loan losses          |  |                            | 5,554 |                          |   | 5,542 |  |      | 11,814 |  |   | 10,651
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Noninterest income:                                          |  |                            |       |                          |   |       |  |      |        |  |   |       
|Service charges                                              |  |                            | 674   |                          |   | 580   |  |      | 1,253  |  |   | 1,131 
|Data processing income                                       |  |                            | 61    |                          |   | 63    |  |      | 127    |  |   | 120   
|Mortgage origination fees                                    |  |                            | 146   |                          |   | 218   |  |      | 229    |  |   | 388   
|Other operating income                                       |  |                            | 155   |                          |   | 190   |  |      | 419    |  |   | 406   
|Gains on sale of available for sale securities               |  |                            | 218   |                          |   | 1     |  |      | 218    |  |   | 1     
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Total noninterest income                                     |  |                            | 1,254 |                          |   | 1,052 |  |      | 2,246  |  |   | 2,046 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Noninterest expense:                                         |  |                            |       |                          |   |       |  |      |        |  |   |       
|Salaries and employee benefits                               |  |                            | 2,597 |                          |   | 2,428 |  |      | 5,419  |  |   | 4,566 
|Net occupancy expense                                        |  |                            | 788   |                          |   | 696   |  |      | 1,572  |  |   | 1,358 
|Professional fees                                            |  |                            | 305   |                          |   | 244   |  |      | 488    |  |   | 367   
|Other intangible asset amortization                          |  |                            | 73    |                          |   | 89    |  |      | 147    |  |   | 168   
|Other operating expense                                      |  |                            | 832   |                          |   | 974   |  |      | 1,845  |  |   | 1,849 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Total noninterest expense                                    |  |                            | 4,595 |                          |   | 4,431 |  |      | 9,471  |  |   | 8,308 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Income before income tax expense                             |  |                            | 2,213 |                          |   | 2,163 |  |      | 4,589  |  |   | 4,389 
|Income tax expense                                           |  |                            | 764   |                          |   | 776   |  |      | 1,582  |  |   | 1,663 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Net income                                                   |  | $                          | 1,449 |                          | $ | 1,387 |  | $    | 3,007  |  | $ | 2,726 
|                                                             |  |                            |       |                          |   |       |  |      |        |  |   |       
|Earnings per common share - basic                            |  | $                          | 0.38  |                          | $ | 0.36  |  | $    | 0.79   |  | $ | 0.70  
|Earnings per common share - diluted                          |  | $                          | 0.37  |                          | $ | 0.35  |  | $    | 0.77   |  | $ | 0.68  
|Dividends per common share                                   |  | $                          | 0.17  |                          | $ | 0.16  |  | $    | 0.34   |  | $ | 0.32  



See accompanying notes
to consolidated financial statements.





---

PART I  Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                                   |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|---------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                                                   |  | Three Months Ended June 30, |        |   | Six Months EndedJune 30, |  
|(unaudited) (in
thousands)                                                         |  | 2004                        |        |   | 2003                     |   |       | 2004 |  |   | 2003   |  
|Net income                                                                         |  | $                           | 1,449  |   |                          | $ | 1,387 |      |  | $ | 3,007  |   |  | $ | 2,726 |  
|Other Comprehensive (Loss) Income:                                                 |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Unrealized (losses) gains on securities available for sale:                        |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Unrealized holding (losses) gains arising during the period, net of tax            |  |                             | (1,460 | ) |                          |   | 531   |      |  |   | (1,201 | ) |  |   | 597   |  
|Less: reclassification adjustment for net gains included in net income, net of tax |  |                             | (69    | ) |                          |   | (1    | )    |  |   | (69    | ) |  |   | (1    | )
|                                                                                   |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Other comprehensive (loss) income, net of tax                                      |  |                             | (1,529 | ) |                          |   | 530   |      |  |   | (1,270 | ) |  |   | 596   |  
|                                                                                   |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  
|Comprehensive (loss) income                                                        |  | $                           | (80    | ) |                          | $ | 1,917 |      |  | $ | 1,737  |   |  | $ | 3,322 |  
|                                                                                   |  |                             |        |   |                          |   |       |      |  |   |        |   |  |   |       |  



See accompanying notes
to consolidated financial statements.





---

PART I  Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                                  |  |                           |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Six Months Ended June 30, |        
|(unaudited) (dollars in
thousands)                                                |  | 2004                      |         |   | 2003 |  
|Cash flows from operating activities:                                             |  |                           |         |   |      |   |         |  
|Net income                                                                        |  | $                         | 3,007   |   |      | $ | 2,726   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |                           | 1,064   |   |      |   | 888     |  
|Provision for loan losses                                                         |  |                           | 530     |   |      |   | 301     |  
|Gain on sale of available for sale securities                                     |  |                           | (218    | ) |      |   | (1      | )
|Loss on sale of premises and equipment                                            |  |                           | 33      |   |      |   |        |  
|Amortization of investment securities and loans premiums                          |  |                           | 421     |   |      |   | 511     |  
|Accretion of investment securities and loan discounts                             |  |                           | (50     | ) |      |   | (93     | )
|(Increase) decrease in other assets                                               |  |                           | (1,776  | ) |      |   | 706     |  
|Decrease in other liabilities                                                     |  |                           | (442    | ) |      |   | (567    | )
|                                                                                  |  |                           |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                           | 2,569   |   |      |   | 4,471   |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Cash flows from investing activities:                                             |  |                           |         |   |      |   |         |  
|Investment securities available for sale:                                         |  |                           |         |   |      |   |         |  
|Proceeds from sales                                                               |  |                           | 10,437  |   |      |   | 350     |  
|Proceeds from maturities                                                          |  |                           | 8,918   |   |      |   | 3,243   |  
|Purchases                                                                         |  |                           | (10,019 | ) |      |   | (5,523  | )
|Investment securities held to maturity:                                           |  |                           |         |   |      |   |         |  
|Proceeds from maturities                                                          |  |                           | 1,325   |   |      |   | 4,885   |  
|Net increase in loans                                                             |  |                           | (17,464 | ) |      |   | (9,204  | )
|Purchases of loan pool participations                                             |  |                           | (30,724 | ) |      |   | (22,436 | )
|Resale of loan pool participations                                                |  |                           | 3,097   |   |      |   | 113     |  
|Principal recovery on loan pool participations                                    |  |                           | 19,514  |   |      |   | 19,100  |  
|Purchases of premises and equipment                                               |  |                           | (1,206  | ) |      |   | (825    | )
|Proceeds from sale of premises and equipment                                      |  |                           | 7       |   |      |   | 38      |  
|Proceeds from acquisition                                                         |  |                           |        |   |      |   | 2,523   |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Net cash used in investing activities                                             |  |                           | (16,115 | ) |      |   | (7,736  | )
|                                                                                  |  |                           |         |   |      |   |         |  
|Cash flows from financing activities:                                             |  |                           |         |   |      |   |         |  
|Net increase in deposits                                                          |  |                           | 4,424   |   |      |   | 2,742   |  
|Net increase in federal funds purchased                                           |  |                           | 5,195   |   |      |   | 4,500   |  
|Federal Home Loan Bank advances                                                   |  |                           | 6,000   |   |      |   |        |  
|Repayment of Federal Home Loan Bank advances                                      |  |                           | (3,634  | ) |      |   | (5,097  | )
|Advances on notes payable                                                         |  |                           | 1,850   |   |      |   | 9,100   |  
|Principal payments on notes payable                                               |  |                           | (500    | ) |      |   | (3,173  | )
|Dividends paid                                                                    |  |                           | (1,300  | ) |      |   | (1,249  | )
|Purchases of treasury stock                                                       |  |                           | (1,647  | ) |      |   | (1,834  | )
|Proceeds from exercise of stock options                                           |  |                           | 794     |   |      |   | 122     |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Net cash provided by financing activities                                         |  |                           | 11,182  |   |      |   | 5,111   |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                              |  |                           | (2,364  | ) |      |   | 1,846   |  
|Cash and cash equivalents at beginning of period                                  |  |                           | 14,540  |   |      |   | 16,053  |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                         | 12,176  |   |      | $ | 17,899  |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Supplemental disclosures of cash flow information:                                |  |                           |         |   |      |   |         |  
|Cash paid during the period for:                                                  |  |                           |         |   |      |   |         |  
|Interest                                                                          |  | $                         | 6,698   |   |      | $ | 7,874   |  
|                                                                                  |  |                           |         |   |      |   |         |  
|Income taxes                                                                      |  | $                         | 2,181   |   |      | $ | 1,994   |  
|                                                                                  |  |                           |         |   |      |   |         |  



See accompanying notes
to consolidated financial statements.





---

|1. | Basis of Presentation
|-- | ---------------------



The accompanying consolidated statements of income and the consolidated statements of comprehensive income for the three months and the six months ended
June 30, 2004 and 2003, the consolidated statements of cash flows for the six months ended June 30, 2004 and 2003 and the consolidated statements of condition as of June 30, 2004 and December 31, 2003 include the accounts and transactions of
MidWestOne Financial Group, Inc. (the Company) and its five wholly-owned subsidiaries, MidWestOne Bank & Trust, Central Valley Bank, Pella State Bank, MidWestOne Bank, and MIC Financial, Inc. All material
intercompany balances and transactions have been eliminated in consolidation.



The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Although management believes that
the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Companys most recent audited financial statements and notes
thereto. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2004, and the results
of operations and cash flows for the three months and the six months ended June 30, 2004 and 2003.



The results for the three months and the six months ended June 30, 2004 may not be indicative of results for the year ending December 31, 2004, or for any
other period.



|2. | Consolidated Statements of Cash Flows
|-- | -------------------------------------



In the consolidated statements of cash flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits in banks, and federal
funds sold.



|3. | Income Taxes
|-- | ------------



Federal income tax expense for the three months and the six months ended June 30, 2004 and 2003 was computed using the consolidated effective federal tax
rate. The Company also recognized income tax expense pertaining to state franchise taxes payable individually by the subsidiary banks.



|4. | Earnings Per Common Share
|-- | -------------------------



Basic earnings per common share computations are based on the weighted average number of shares of common stock actually outstanding during the period.
The weighted average number of shares for the three-month periods ended June 30, 2004 and 2003 was 3,806,385 and 3,873,037, respectively. The weighted average number of shares for the six-month periods ended June 30, 2004 and 2003 was 3,802,626 and
3,893,492, respectively. Diluted earnings per share amounts are computed by dividing net income by the weighted average number of shares and all dilutive potential shares outstanding during the period. The computation of diluted earnings per share
used a weighted average number of shares outstanding of 3,909,806 and 3,966,383 for the three months ended June 30, 2004 and 2003, respectively. The weighted average number of shares used in the computation of diluted earnings per share for the
six-month periods ended June 30, 2004 and 2003 was 3,914,982 and 3,989,193, respectively.



|5. | Effect of New Financial Accounting Standards
|-- | --------------------------------------------



In December 2003, the American Institute of Certified Public Accountants (AICPA) issued a Statement of Position (SOP) 03-3,
Accounting for Certain Loan or Debt Securities Acquired in a Transfer, that addresses the accounting for differences between contractual and expected future cash flows from an investors initial investment in certain loans and debt
securities. It includes such loans acquired in a transfer if those differences are attributable, at least in part, to credit quality. The SOP limits the yield that may be accreted (accretable yield) to the excess of the investors estimate of
undiscounted expected future principal and interest cash flows (expected future cash flows) over the investors initial investment in the loan. The implementation of this SOP is effective for fiscal years beginning after December 15, 2004, and
may have an effect on the Companys accounting treatment of its Loan Pool Participations. Management is evaluating the effects that the implementation of this SOP will have on the Companys financial results but does not believe the
effects will be material.



In March 2004, the Securities and
Exchange Commission issued Staff Accounting Bulletin (SAB) No. 105, Application of Accounting Principles to Loan Commitments. This SAB summarizes the views of the staff regarding the application of accounting principles
generally accepted in the United States of America to loan commitments accounted for as derivative instruments. The provisions of this SAB were effective after March 31, 2004. The adoption of this SAB did not have a material impact on the
consolidated financial statements of the Company.



|6. | Use of Estimates in the Preparation of Financial Statements
|-- | -----------------------------------------------------------



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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
reported period. Actual results could differ from those estimates. A significant estimate that is particularly sensitive to change is the allowance for loan losses.





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|7. | Acquisition of Belle Plaine Service Corp.
|-- | -----------------------------------------



On February 1, 2003, the Company effectively completed its acquisition of the Belle Plaine Service Corp. and its wholly-owned subsidiary Citizens Bank
& Trust Company of Hudson, Iowa. The acquisition was treated as a purchase transaction in accordance with FASB Statements No. 141 and No. 142, with the results of operations from February 1, 2003 included in the Companys consolidated
statements of income. The following table summarizes the assets acquired and liabilities assumed as of February 1, 2003:



|                            |  |       
|--------------------------- |  | ------
|                            |  | Amount
|Assets:                     |  |       
|Investment Securities       |  | 380   
|Loans (net of allowance)    |  | 60,402
|Fixed Assets                |  | 1,120 
|Other Assets                |  | 11,521
|Goodwill                    |  | 4,179 
|Total Assets                |  | 77,602
|Liabilities:                |  |       
|Deposits                    |  | 62,940
|Fed Home Loan Bank Advances |  | 3,956 
|Notes Payable               |  | 2,673 
|Other Liabilities           |  | 934   
|Total Liabilities           |  | 70,503



|8. | Merger of Citizens Bank & Trust into Mahaska State Bank
|-- | -------------------------------------------------------



Citizens Bank & Trust was merged into Mahaska State Bank as of the close of business on June 13, 2003. At the time of the merger, Mahaska State Bank
adopted the new name of MidWestOne Bank & Trust.



|9. | Charter Conversions
|-- | -------------------



Effective January 1, 2004, the Companys two thrift subsidiaries, Central Valley Bank and MidWestOne Bank, began operations as commercial
banks. The charters of these two institutions were converted to state banks in order to improve operational efficiencies and provide regulatory consistency.



|10. | Stock Incentive Plan
|--- | --------------------



The Company has a stock incentive plan under which up to 750,000 shares of common stock are reserved for issuance pursuant to options or other awards
which may be granted to officers, key employees and certain independent 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 rate of thirty-three percent on the one-year anniversary of the date of grant, sixty-six percent vesting on the two-year anniversary, and one hundred percent vesting on the three-year anniversary of the date of
the grant. The Company applies APB Opinion No. 25 and related interpretations in accounting for this plan. Accordingly, no compensation cost has been recognized in the financial statements for the stock options.



Had compensation cost for the Companys stock incentive plan been
determined in accordance with FASB Statement No. 123, Accounting for Stock-Based Compensation, the Companys net income and earnings per share would have been reduced to the pro forma amounts indicated below:



|                                   |  |                         |       |                         |   |       |  |      |       |  |   |      
|---------------------------------- |  | ----------------------- | ----- | ----------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                   |  | 3 Months Ended June 30, |       | 6 Months Ended June 30,
|                                   |  | 2004                    |       | 2003                    |   | 2004  |  | 2003
|Net income (dollars in thousands): |  |                         |       |                         |   |       |  |      |       |  |   |      
|As reported                        |  | $                       | 1,449 |                         |   | 1,387 |  |      | 3,007 |  |   | 2,726
|Pro forma                          |  | $                       | 1,379 |                         |   | 1,340 |  |      | 2,867 |  |   | 2,633
|Earnings per share:                |  |                         |       |                         |   |       |  |      |       |  |   |      
|As reported  basic                |  | $                       | .38   |                         | $ | .36   |  | $    | .79   |  | $ | .70  
|As reported  diluted              |  | $                       | .37   |                         | $ | .35   |  | $    | .77   |  | $ | .68  
|Pro forma  basic                  |  | $                       | .36   |                         | $ | .35   |  | $    | .75   |  | $ | .68  
|Pro forma  diluted                |  | $                       | .36   |                         | $ | .35   |  | $    | .75   |  | $ | .67  



|11. | Reclassifications
|--- | -----------------



Certain reclassifications have been made to prior year consolidated financial statements in order to conform to current year presentation.





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PART I  Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.



QUARTER ENDED JUNE 30, 2004



The Company recorded net income of $1,449,000 for the quarter ended June 30,
2004, compared with net income of $1,387,000 for the quarter ended June 30, 2003, an increase of $62,000 or 4 percent. The increase in net income was primarily due to improved net interest margin, which was partially offset by an increase in the
provision for loan losses. Basic earnings per share for the second quarter of 2004 were $.38 versus $.36 for the second quarter of 2003. Diluted earnings per share for the second quarter of 2004 were $.37 and $.35 for the second quarter of 2003.
Actual weighted average shares outstanding were 3,806,385 and 3,873,037 for the second quarter of 2004 and 2003, respectively. The Companys return on average assets for the quarter ended June 30, 2004 was .92 percent compared with a return of
..91 percent for the quarter ended June 30, 2003. The Companys return on average equity was 10.02 percent for the three months ended June 30, 2004 versus 9.95 percent for the three months ended June 30, 2003.



RESULTS OF OPERATIONS



Net Interest Income



Net interest income is computed by subtracting total interest expense from total interest
income. Fluctuations in net interest income can result from the changes in the volumes of assets and liabilities as well as changes in interest rates. The Companys net interest income for the quarter ended June 30, 2004 increased $243,000 or 4
percent to $5,926,000 from $5,683,000 for the three months ended June 30, 2003. Total interest income was $363,000 or 4 percent lower in the second quarter of 2004 compared with the same period in 2003 primarily due to a decrease in the yields on
loans, investment securities and loan pool participations. The decrease in interest income was partially offset by additional interest income generated through increased volume in loans and loan pool participations. Total interest expense for the
second quarter of 2004 decreased $606,000 or 16 percent compared with the same period in 2003 due to a lower cost of funds, reflecting the interest rate environment. The Companys net interest margin on a federal tax-equivalent basis for the
second quarter of 2004 increased slightly to 4.07 percent from 4.05 percent in the second quarter of 2003. Net interest margin is a measure of the net return on interest-earning assets and is computed by dividing annualized net interest income by
the average of total interest-earning assets for the period. The Companys overall yield on earning assets declined to 6.31 percent for the second quarter of 2004 compared with 6.80 percent for the second quarter of 2003. The rate on
interest-bearing liabilities decreased in the second quarter of 2004 to 2.49 percent compared to 3.03 percent for the second quarter of 2003.



Interest income and fees on loans decreased $265,000 or 4 percent in the second quarter of 2004 compared to the same period in 2003. Average loans were $19,496,000
or 5 percent higher in the second quarter of 2004 compared with 2003. The increase in loan volume reflects new loan originations. Lower interest rates in the second quarter of 2004 compared with 2003 offset the interest income generated by the
additional loan volume. The average yield on loans decreased to 6.05 percent for the second quarter of 2004, compared to 6.64 percent in the second quarter of 2003. The yield on the Companys loan portfolio is affected by the amount of
nonaccrual loans (which do not earn interest income), the mix of the portfolio (real estate loans generally have a lower overall yield than commercial and agricultural loans), the effects of competition and the interest rate environment on the
amounts and volumes of new loan originations, and the mix of variable rate versus fixed rate loans in the Companys portfolio. The lower interest rates were not beneficial to the Company as variable rate loans tied to prime were adjusted
downward and produced less interest income. Renewing fixed-rate loans have been rewritten at lower rates reflecting the market interest rate environment. Additionally, many of the borrowers have refinanced their real estate mortgages outside





---

the Company to take advantage of long-term fixed-rate loans. The Company has typically not retained this type of loan in its portfolio in order to reduce
interest rate risk.



Interest and discount income on loan pool
participations increased $1,000 in the second quarter of 2004 compared with 2003. Interest income and discount collected on the loan pool participations for the three months ended June 30, 2004 was $2,225,000 compared with $2,224,000 collected
in the second quarter of 2003. The yield on loan pool participations was 10.11 percent for the second quarter of 2004 compared with 10.54 percent for the same period in 2003. The average loan pool participation investment balance was $3,849,000 or 5
percent higher in the second quarter of 2004 than in 2003 as pools were purchased during the period. These loan pool participations are pools of performing and distressed and nonperforming loans that the Company has purchased at a discount from the
aggregate outstanding principal amount of the underlying loans. Income is derived from this investment in the form of interest collected and the repayment of the principal in excess of the purchase cost which is herein referred to as discount
recovery. The Company recognizes interest income and discount recovery on its loan pool participations on a cash basis. The loan pool participations have traditionally been a high-yield activity for the Company, but this yield has fluctuated
from period to period based on the amount of cash collection, discount recovery, and net collection expenses of the servicer in any given period. The income and yield on loan pool participations may vary in future periods due to the volume and
discount rate on loan pools purchased.



Interest income on investment
securities decreased $96,000 or 8 percent in the quarter ended June 30, 2004, compared with the quarter ended June 30, 2003 due to decreased yield in the portfolio. Interest income on investment securities totaled $1,087,000 for the second
quarter of 2004 compared with $1,182,000 in 2003. The average balance of investments in 2004 was $107,331,000 versus $107,139,000 in the second quarter of 2003. The yield on the Companys investment portfolio in the second quarter of 2004
decreased to 4.30 percent from 4.66 percent in the comparable period of 2003 reflecting new purchases and reinvestment of maturing securities at lower market interest rates.



Interest expense on deposits was $646,000 less in the second quarter of 2004 compared with 2003 mainly due to the low national and
local market interest rate environment. Average interest-bearing deposits for the first quarter of 2004 were $6,000 greater compared with the same period in 2003. The weighted average rate paid on interest-bearing deposits was 1.95 percent in the
second quarter of 2004 compared with 2.56 percent in the second quarter of 2003. The full benefit of lower market deposit rates may not be realized if the competitive environment forces the Company to pay above-market rates to attract or retain
deposits in future periods.



Interest expense on borrowed funds was
$40,000 greater in the second quarter of 2004 compared with 2003, reflecting the Companys higher average borrowed funds in 2004 compared with 2003. Average borrowed funds for the second quarter of 2004 were $16,383,000 greater compared to the
same period in 2003. The weighted average rate paid on borrowed funds declined to 4.56 percent in the second quarter of 2004 compared with 5.21 percent in the second quarter of 2003.



Provision for Loan Losses



The Company recorded a provision for loan losses of $372,000 in the second quarter of 2004 compared with $141,000 in the second quarter of
2003. Much of the additional provision for loan losses in the second quarter of 2004 was necessitated by loan charge-offs during the period. Management determines an appropriate provision based on its evaluation of the adequacy of the allowance for
loan losses in relationship to a continuing review of problem loans, the current economic conditions, actual loss experience and industry trends. Management believes that the allowance for loan losses is adequate based on the inherent risk in the
portfolio as of June 30, 2004; however, growth in the loan portfolio and the uncertainty of the general economy require that management continue to evaluate the adequacy of the allowance for loan losses and make additional provisions in future
periods as deemed necessary.





---

Other Income



Other income results from the charges and fees collected by the Company from its customers for various services performed, data processing
income received from nonaffiliated banks, miscellaneous other income and gains (or losses) from the sale of investment securities held in the available for sale category. Total other income was $202,000 higher in the second quarter of 2004 compared
with 2003 as a result of gains realized on the sale of investment securities sold to fund loan pool participation purchases. Investment security gains totaled $218,000 in the second quarter of 2004 compared with $1,000 in the 2003 period. Reduced
secondary market loan origination fees and other operating income was somewhat offset by increased deposit service charges.



Other Expense



Total other noninterest expense for the quarter ended June 30, 2004 was $164,000 or 4 percent greater compared to noninterest expense for the second quarter of 2003.
Other expense includes all the costs incurred to operate the Company except for interest expense, the loan loss provision and income taxes. Salaries and benefits expense for the second quarter of 2004 was $169,000 or 7 percent greater compared with
2003 as a result of additional employees, increased salary levels and increased health insurance costs. Occupancy and equipment expense increased by $92,000 in the second quarter of 2004 compared with the three months ended June 30, 2003 due to the
higher depreciation expense on data processing equipment and increased maintenance agreement expense on check handling equipment. Professional fees were $61,000 greater in 2004 due primarily to attorney fees related to loan litigation. Other
operating expenses declined $142,000, or 15 percent in the second quarter of 2004.



Income Tax Expense



The Company incurred income tax expense of $764,000 for the three months ended June 30, 2004 compared with $776,000 for the three months ended June 30, 2003. The
effective income tax rate as a percent of income before taxes for the three months ended June 30, 2004 and 2003 was 34.5 percent and 35.9 percent, respectively. The effective tax rate varies from the statutory rate due to state taxes and the amount
of tax-exempt income earned during the period.



SIX MONTHS ENDED
JUNE 30, 2004



The Company recorded net income of $3,007,000 for the six months
ended June 30, 2004, compared with net income of $2,726,000 for the first half of 2003, an increase of $281,000 or 10 percent. The increase in net income was primarily due to improved net interest margin, which was partially offset by an increase in
the provision for loan losses. Basic earnings per share for the first six months of 2004 were $.79 versus $.70 for the first six months of 2003. Diluted earnings per share for the six months ended June 30, 2004 were $.77 and $.68 for the first six
months of 2003. Actual weighted average shares outstanding were 3,802,626 and 3,893,492 for the first half of 2004 and 2003, respectively. The Companys return on average assets for the six months ended June 30, 2004 was .96 percent compared
with a return of .92 percent for the six months ended June 30, 2003. The Companys return on average equity was 10.50 percent for the six months ended June 30, 2004 versus 9.77 percent for the six months ended June 30, 2003.



The Company consummated its acquisition of the Belle Plaine Service Corp. (BPSC)
and its wholly-owned subsidiary Citizens Bank & Trust Company (CB&T) effective February 1, 2003. The acquisition was accounted for as a purchase transaction in accordance with Financial Accounting Standards Board
(FASB) Statement No. 141, with the results of operations from February 1, 2003 forward included in the Companys consolidated statements of income. On June 13, 2003, Citizens Bank & Trust was merged into Mahaska





---

State Bank (MSB) with the resulting entity adopting the new name of MidWestOne Bank & Trust (MBT).



RESULTS OF OPERATIONS



Net Interest Income



The Companys net interest income for the six months ended June 30, 2004 increased
$1,392,000 or 13 percent to $12,344,000 from $10,952,000 for the six months ended June 30, 2003. Total interest income was $168,000 or 1 percent greater in the first half of 2004 compared with the same period in 2003 primarily due to increased
volume of loans and higher yields on loan pool participations, which was offset by lower yields on loans and investment securities. Total interest expense for the six months ended June 30, 2004 decreased $1,224,000 or 16 percent compared with the
same period in 2003 due to a lower cost of funds, reflecting the interest rate environment. The Companys net interest margin on a federal tax-equivalent basis for the first half of 2004 increased to 4.29 percent from 4.02 percent in the first
half of 2003. The Companys overall yield on earning assets declined to 6.56 percent for the first half of 2004 compared with 6.86 percent for the six months ended June 30, 2003. The rate on interest-bearing liabilities decreased in the six
months ended June 30, 2004 to 2.52 percent compared to 3.14 percent for the first half of 2003.



Interest income and fees on loans decreased $222,000 or 2 percent in the first half of 2004 compared to the same period in 2003. Average loans were $29,613,000 or 8 percent higher in the second quarter of 2004
compared with 2003. The increase in loan volume reflects new loan originations. Lower interest rates in the first six months of 2004 compared with 2003 offset the additional loan volume. The average yield on loans decreased to 6.10 percent for the
first six months of 2004, compared to 6.75 percent in the first six months of 2003.



Interest and discount income on loan pool participations was $577,000 greater for the first half of 2004 compared with 2003. Interest income and discount collected on the loan pool participations for the six months ended June 30,
2004 was $4,960,000 compared with $4,383,000 collected in the first half of 2003. The yield on loan pool participations was 11.57 percent for the first half of 2004 compared with 10.44 percent for the same period in 2003. The average loan pool
participation investment balance was $1,576,000 or 2 percent higher in 2004 than in 2003 as pools were purchased during the period. During the first quarter of 2004, settlements and collection of loans in litigation was significantly higher than
historical average.



Interest income on investment securities decreased
$164,000 or 7 percent in the six months ended June 30, 2004, compared with the six months ended June 30, 2003 due to decreased yield in the portfolio. Interest income on investment securities totaled $2,235,000 for the first half of 2004 compared
with $2,399,000 in 2003. The average balance of investments in 2004 was $108,726,000 versus $107,583,000 in the first half of 2003. The yield on the Companys investment portfolio in the first six months of 2004 decreased to 4.36 percent from
4.74 percent in the comparable period of 2003 reflecting new purchases and reinvestment of maturing securities at lower market interest rates.



Interest expense on deposits was $1,323,000 less in the first half of 2004 compared with 2003 mainly due to the low national and local market interest rate
environment. Average interest-bearing deposits for the first half of 2004 were $5,859,000 greater compared with the same period in 2003. The weighted average rate paid on interest-bearing deposits was 1.99 percent in the first half of 2004 compared
with 2.67 percent in the first half of 2003.



Interest expense on borrowed
funds was $99,000 greater in the first six months of 2004 compared with 2003, reflecting the Companys higher average borrowed funds in 2004 compared with 2003. Average borrowed funds for the six months ended June 30, 2004 were





---

$17,065,000 greater compared to the same period in 2003. The weighted average rate paid on borrowed funds declined to 4.62 percent in the second quarter of
2004 compared with 5.29 percent in the second quarter of 2003.



Provision for Loan Losses



The Company
recorded a provision for loan losses of $530,000 in the first half of 2004 compared with $301,000 in the first half of 2003. Much of the additional provision for loan losses in the second quarter of 2004 was necessitated by loan charge-offs during
the period.



Other Income



Total other income was $200,000 higher in the first half of 2004 compared with 2003 as a
result of gains realized on the sale of investment securities sold to fund loan pool participation purchases. Investment security gains totaled $218,000 in the second quarter of 2004 compared with $1,000 in the 2003 period. Reduced secondary market
loan origination fees were somewhat offset by increased deposit service charges.



Other Expense



Total other noninterest expense for the six months ended June 30, 2004 was $1,163,000 or 14 percent greater compared to noninterest expense for the first half of 2003.
Salaries and benefits expense for the first six months of 2004 was $853,000 or 19 percent greater compared with 2003. Approximately $411,000 of this increase was attributable to the retirement of one of the bank subsidiary presidents, with the
remainder of the increase due to additional employees, increased salary levels and increased health insurance costs. Occupancy and equipment expense increased by $214,000 in 2004 compared with the first six months of 2003 due to the higher
depreciation expense on data processing equipment and increased maintenance agreement expense on check handling equipment. Professional fees were $121,000 greater in 2004 due primarily to attorney fees related to loan litigation and fees paid to
outside consultants. Other operating expenses were $4,000 lower in 2004 compared with the first half of 2003.



Income Tax Expense



The Company incurred income tax expense of $1,582,000 for the six months ended June 30, 2004 compared with $1,663,000 for the six months ended June 30, 2003. The
effective income tax rate as a percent of income before taxes for the six months ended June 30, 2004 and 2003 was 34.5 percent and 37.9 percent, respectively. The effective tax rate varies from the statutory rate due to state taxes and the amount of
tax-exempt income earned during the period.



FINANCIAL CONDITION



Total assets as of June 30, 2004 were
$635,125,000 compared with $623,306,000 as of December 31, 2003, an increase of $11,819,000 or 2 percent. As of June 30, 2004, the Company had $630,000 federal funds sold and $15,645,000 federal funds purchased compared with $10,450,000 purchased as
of December 31, 2003. Federal funds are purchased on a short-term basis to meet liquidity needs.



Investment Securities



Investment securities available for sale totaled $90,751,000 as of June 30, 2004. This is a decrease of $10,097,000 from December 31, 2003. Investment securities
classified as held to maturity declined to $7,887,000 as of June 30, 2004, compared with $10,596,000 on December 31, 2003. Available for sale securities were sold and maturing securities were not reinvested to meet loan demand and to purchase loan
pool participations.





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Loans



Total loans were $393,823,000 as of June 30, 2004, compared with $377,017,000 as of December 31, 2003, an increase of $16,806,000 or 4
percent. Much of the Companys growth in loan volume was in the commercial real estate category with increases also occurring in residential real estate loans as well as in the commercial loan category. New loan originations in the Oskaloosa,
Pella and Waterloo markets contributed to the loan growth. As of June 30, 2004, the Companys loan to deposit ratio was 86.1 percent compared with a year-end 2003 loan to deposit ratio of 83.2 percent. As of June 30, 2004, loans secured by real
estate (including 1 to 4 family, multi-family, commercial and agricultural) comprised the largest category in the portfolio at approximately 66 percent of total loans. Commercial loans were the next largest category at 16 percent. Agricultural loans
were approximately 15 percent of the total loan portfolio and loans to individuals constituted approximately 3 percent.



Loan Pool Participations



As of June 30, 2004, the Company had loan pool participations of $97,172,000, an increase of $8,113,000 or 9 percent from the December 31, 2003 balance of $89,059,000.
The increase in the loan pool participations is the result of purchases of $30,724,000 during the first six months of 2004, which was offset by collections of loan pool participations. The loan pool investment balance shown as an asset on the
Companys Statement of Condition represents the discounted purchase cost of the loan pool participations. The average loan pool participation balance of $86,241,000 for the first half of 2004 was $1,576,000 or 2 percent higher than the average
balance of $84,665,000 for the first half of 2003.



Goodwill and Other Intangible Assets



Goodwill totaled $12,976,000 as
of June 30, 2004 and December 31, 2003. Goodwill is subject to testing for impairment in accordance with the provisions of Financial Accounting Standards Board Statement No. 142. No impairment write-down of goodwill has been recorded.



Other intangible assets decreased to $1,097,000 as of June 30, 2004 from the December 31,
2003 total of $1,244,000. The gross carrying amount of other intangible assets and the associated accumulated amortization at June 30, 2004 is presented in the table below. Amortization expense for intangible assets was $73,000 and $89,000 for the
three months ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, amortization expense for intangible assets was $147,000 and $168,000, respectively.





|                     |  |                     |       |                         |       |                             |      
|-------------------- |  | ------------------- | ----- | ----------------------- | ----- | --------------------------- | -----
|                     |  | GrossCarryingAmount |       | AccumulatedAmortization |       | UnamortizedIntangibleAssets
|                     |  | (in thousands)     
|Intangible assets:   |  |                     |       |                         |       |                             |      
|Core deposit premium |  | $                   | 3,281 |                         | 2,184 |                             | 1,097
|                     |  |                     |       |                         |       |                             |      



Amortization of intangible assets is
recorded using an accelerated method based on the estimated life of the core deposit intangible. Projections of amortization expense are based on existing asset balances and the remaining useful lives. The following table shows the estimated future
amortization expense.



|                                   |  |                     |    
|---------------------------------- |  | ------------------- | ---
|                                   |  | Core DepositPremium
|                                   |  | (in thousands)     
|Six months ended December 31, 2004 |  | $                   | 129
|Year ended December 31,            |  |                     |    
|2005                               |  |                     | 219
|2006                               |  |                     | 184
|2007                               |  |                     | 155
|2008                               |  |                     | 156
|2009                               |  |                     | 126
|Thereafter                         |  |                     | 128





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Deposits



Total deposits as of June 30, 2004 were $457,549,000 compared with $453,125,000 as of December 31, 2003, an increase of $4,424,000 or 1
percent. Certificates of deposit remain the largest category of deposits at June 30, 2004 representing approximately 51 percent of total deposits.



Borrowed Funds/Notes Payable



The Company had $15,645,000 in Federal Funds purchased on June 30, 2004. There was $10,450,000 in Federal Funds purchased on December 31, 2003. During the first six
months of 2004, the Company had an average balance of Federal Funds purchased of $5,921,000. Advances from the Federal Home Loan Bank totaled $81,406,000 as of June 30, 2004 compared with $78,944,000 as of December 31, 2003. The Company utilizes
Federal funds purchased and Federal Home Loan Bank Advances as a supplement to customer deposits to fund earning assets. Notes payable increased to $10,350,000 on June 30, 2004 compared to $9,000,000 as of December 31, 2003. The increase in notes
payable was primarily used to repurchase Company stock. Long-term debt in the form of a trust-preferred security was $10,310,000 as of June 30, 2004 and December 31, 2003.



Nonperforming Assets



The Companys nonperforming assets totaled $3,181,000 (.81 percent of total loans) as of June 30, 2004, compared to $3,292,000 (.87
percent of total loans) as of December 31, 2003. All nonperforming asset totals and related ratios exclude the loan pool participations. The following table presents the categories of nonperforming assets as of June 30, 2004 compared with December
31, 2003:



|                                           |  |                |       |                  |      
|------------------------------------------ |  | -------------- | ----- | ---------------- | -----
|                                           |  | June 30,2004   |       | December 31,2003
|                                           |  | (in thousands)
|Impaired loans and leases:                 |  |                |       |                  |      
|Nonaccrual                                 |  | $              | 1,994 |                  | 1,737
|Restructured                               |  |                | 505   |                  | 567  
|                                           |  |                |       |                  |      
|Total impaired loans and leases            |  |                | 2,499 |                  | 2,304
|Loans and leases past due 90 days and more |  |                | 608   |                  | 825  
|                                           |  |                |       |                  |      
|Total nonperforming loans                  |  |                | 3,107 |                  | 3,129
|Other real estate owned                    |  |                | 74    |                  | 163  
|                                           |  |                |       |                  |      
|Total nonperforming assets                 |  | $              | 3,181 |                  | 3,292
|                                           |  |                |       |                  |      



From December 31, 2003 to June 30,
2004, the Companys nonaccrual loans increased $257,000. Loans ninety days past due decreased $218,000. Troubled debt restructurings decreased $61,000 and other real estate owned decreased by $88,000. The Companys allowance for loan
losses as of June 30, 2004 was $4,757,000, which was 1.21 percent of total loans as of that date. This compares with an allowance for loan losses of $4,857,000 as of December 31, 2003, which was 1.29 percent of total loans. The allowance for loan
losses decreased $100,000 during the first six months of 2004 as a result of net charge-offs taken during the period exceeding the provision for loan loss taken. As of June 30, 2004, the allowance for loan losses was 149.55 percent of nonperforming
assets compared with 147.57 percent as of December 31, 2003. Based on the inherent risk in the loan portfolio, management believes that as of June 30, 2004, the allowance for loan losses is adequate. For the three months ended June 30, 2004, the
Companys net loan charge-offs were $450,000 compared with net charge-offs of $64,000 during the quarter ended June 30, 2003. Year-to-date net charge-offs through June 30, 2004 were $630,000 compared with $155,000 for the first six months of
2003. Much of the additional charge-offs that occurred in 2004 were attributable to bankruptcy filings of two commercial credits and two agricultural lines of credit. Prospects for recovery of these charge-offs are deemed minimal. Management does
not believe that these charge-offs are reflective of an overall deterioration in the Companys credit quality.



Changes in the allowance for loan losses for the six months ended June 30, 2004 and 2003 were as follows:



|                                           |  |                |       |   |      |       |  
|------------------------------------------ |  | -------------- | ----- | - | ---- | ----- | -
|                                           |  | 2004           |       |   | 2003 |      
|                                           |  | (in thousands) |      
|Balance at beginning of year               |  | $              | 4,857 |   |      | 3,967 |  
|Provision for loan losses                  |  |                | 530   |   |      | 301   |  
|Recoveries on loans previously charged off |  |                | 35    |   |      | 14    |  
|Loans charged off                          |  |                | (665  | ) |      | (169  | )
|Acquisition allowance                      |  |                |      |   |      | 607   |  
|                                           |  |                |       |   |      |       |  
|Balance at end of period                   |  | $              | 4,757 |   |      | 4,720 |  
|                                           |  |                |       |   |      |       |  





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Capital Resources



Total shareholders equity was 8.8 percent of total assets as of June 30, 2004 and 9.0 percent as of December 31, 2003. The
Companys Tier 1 Capital Ratio was 11.0 percent of risk-weighted assets as of June 30, 2004 and was 11.2 percent as of December 31, 2003, compared to a 4.0 percent regulatory requirement. Risk-based capital guidelines require the classification
of assets and some off-balance-sheet items in terms of credit-risk exposure and the measuring of capital as a percentage of the risk-adjusted asset totals. Tier 1 Capital is the Companys total common shareholders equity plus the trust
preferred security reduced by goodwill. Management believes that, as of June 30, 2004, the Company and its subsidiary banks meet all capital adequacy requirements to which they are subject. As of that date, all the bank subsidiaries were well
capitalized under regulatory prompt corrective action provisions. The Company repurchased no shares of common stock on the open market during the first quarter of 2004. On May 24, 2004, the Company announced that the Board of Directors
authorized a stock repurchase of up to $2,000,000 until December 31, 2004. Subsequent to this announcement and prior to June 30, 2004, the Company repurchased 80,000 shares on the open market at a cost of $1,499,850. An additional 7,879 shares were
reacquired by the Company as payment for the exercise of options. A total of 38,278 shares were issued during the second quarter for options exercised under previously awarded grants. Year-to-date 2004, a total of 70,604 shares have been issued for
options exercised. Cash dividends of $.17 per share were paid to shareholders on June 15, 2004.



Liquidity



Liquidity management involves meeting the cash flow requirements of depositors and borrowers. The Company conducts liquidity management on both a daily and long-term
basis; and it adjusts its investments in liquid assets based on expected loan demand, projected loan maturities and payments, estimated cash flows from the loan pool participations, expected deposit flows, yields available on interest-bearing
deposits, and the objectives of its asset/liability management program. The Company had liquid assets (cash and cash equivalents) of $12,176,000 as of June 30, 2004, compared with $14,540,000 as of December 31, 2003. Investment securities classified
as available for sale could be sold to meet liquidity needs if necessary. Additionally, the bank subsidiaries maintain lines of credit with correspondent banks and the Federal Home Loan Bank that would allow them to borrow federal funds on a
short-term basis if necessary. The Company also maintains a line of credit with a major commercial bank that provides liquidity for the purchase of loan pool participations and other corporate needs. Management believes that the Company has
sufficient liquidity as of June 30, 2004 to meet the needs of borrowers and depositors.



Commitments and Contingencies



In the ordinary course of business, the Company is engaged in various issues involving litigation. Management believes that none of this litigation is material to the
Companys results of operations.



Acquisition of Securities Brokerage Company



On June 10, 2004, the
Company entered into a definitive agreement to acquire the assets of the Koogler Company of Iowa, a sole proprietorship, which is a registered investment advisor. It is planned to offer improved investment advisory and brokerage services utilizing
the expertise of Mr. Koogler and his staff throughout the banking offices of the Company. The Company formed a new wholly-owned subsidiary called MidWestOne Investment Services, Inc. to provide these services. Closing for the transaction
occurred on July 30, 2004.





---

Critical Accounting Policies



The Company has identified two critical accounting policies and practices relative to the
financial condition and results of operation. These two accounting policies relate to the allowance for loan losses and to loan pool accounting.



The allowance for loan losses is based on managements opinion. Management believes the allowance for loan losses 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 probable credit
losses. The allowance for loan loss is established through a provision for loss based on managements evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, specific impaired loans, and current economic
conditions. Such evaluation, which includes a review of all loans on which full collectibility may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic
conditions, historical loss experience, and other factors that warrant recognition in providing for an adequate allowance for loan loss.



The loan pool accounting practice relates to managements opinion that the investment amount reflected on the Companys financial statements does not exceed the
estimated net realizable value or the fair value of the underlying collateral securing the purchased loans. In evaluating the purchased loan portfolio, management takes into consideration many factors, including the borrowers current financial
situation, the underlying collateral, current economic conditions, historical collection experience, and other factors relative to the collection process.



In the event that managements evaluation of the level of the allowance for loan losses is inadequate, the Company would need to increase its provision for loan
losses. If the estimated realizable value of the loan pool participations is understated, the Companys yield on the loan pools would be reduced.



Off-Balance Sheet Arrangements.



The Company has no off-balance sheet arrangements.



Part I  Item 3. Quantitative and Qualitative Disclosures about Market Risk.



Market risk is the risk of earnings volatility that results from adverse changes in interest
rates and market prices. The Companys market risk is primarily comprised of interest rate risk arising from its core banking activities of lending and deposit taking. Interest rate risk is the risk that changes in market interest rates may
adversely affect the Companys net interest income. Management continually develops and applies strategies to mitigate this risk. The Company has not experienced any material changes to its market risk position since December 31, 2003, from
that disclosed in the Companys 2003 Form 10-K Annual Report. Management does not believe that the Companys primary market risk exposures and how those exposures were managed in the first six months of 2004 changed when compared to 2003.



The Company uses a third-party computer software simulation modeling program
to measure its exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, numerous other assumptions are made such as prepayment speeds on loans and securities backed by mortgages, the slope of
the Treasury yield curve, the rates and volumes of the Companys deposits and the rates and volumes of the Companys loans. This analysis measures the estimated change in net interest income in the event of hypothetical changes in interest
rates. This analysis of the Companys interest rate risk was presented in the Form 10-K filed by the Company for the year ended December 31, 2003.





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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT



With the exception of the historical information contained in this report, the matters
described herein contain forward-looking statements that involve risk and uncertainties that individually or mutually impact the matters herein described, including but not limited to financial projections, product demand and market acceptance, the
effect of economic conditions, the impact of competitive products and pricing, governmental regulations, results of litigation, technological difficulties and/or other factors outside the control of the Company, which are detailed from time to time
in the Companys SEC reports. The Company disclaims any intent or obligation to update these forward-looking statements.



Part II  Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities. (a)-(d) Not applicable



|              |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |          
|------------- |  | ------------------------------------------- |  | ---------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | ------ | ----------------------------------------------------------------------------------------------------------------------- | - | ---------
|Period        |  | (a) TotalNumber ofShares (orUnits)Purchased |  | (b) AveragePrice Paid perShare (or Unit) |       | (c) Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs |        | (d) Maximum Number (orApproximate Dollar Value) ofShares (or Units) that May YetBe
Purchased Under the Plansor Programs
|January 2004  |  | 0                                           |  | $                                        | 0.00  |                                                                                             | 0      |                                                                                                                         | $ | 0        
|February 2004 |  | 0                                           |  |                                          | 0.00  |                                                                                             | 0      |                                                                                                                         | $ | 0        
|March 2004    |  | 0                                           |  |                                          | 0.00  |                                                                                             | 0      |                                                                                                                         | $ | 0        
|April 2004    |  | 0                                           |  |                                          | 0.00  |                                                                                             | 0      |                                                                                                                         | $ | 0        
|May 2004      |  | 47,879                                      |  |                                          | 18.78 |                                                                                             | 40,000 |                                                                                                                         | $ | 1,248,000
|June 2004     |  | 40,000                                      |  |                                          | 18.70 |                                                                                             | 40,000 |                                                                                                                         | $ | 500,000  
|              |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |          
|Total         |  | 87,879                                      |  | $                                        | 18.74 |                                                                                             | 80,000 |                                                                                                                         | $ | 500,000  
|              |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |          



On May 20, 2004, the Board of
Directors authorized the repurchase of up to $2,000,000 of the Company's common stock.

This program expires on December 31, 2004.



Part II  Item 4. Submission of Matters to a vote of
Security Holders.



The Companys annual meeting of shareholders was held
on April 30, 2004. The record date for determination of shareholders entitled to vote at the meeting was February 27, 2004. There were 3,815,034 shares outstanding as of that date, each such share being entitled to one vote. At the
shareholders meeting the holders of 3,379,256 or 88.58 percent of the outstanding shares were represented in person or by proxy, which constituted a quorum. The following proposals were voted on at the meeting:



Proposal I  Election of Directors:



Three directors were to be elected to serve for the specified term or until their
successors shall have been elected and qualified. At the shareholders meeting, the individuals received the number of votes set opposite their names:



|                        |  |           |  |             
|----------------------- |  | --------- |  | ------------
|                        |  | FOR       |  | VOTEWITHHELD
|Three-year term (2007): |  |           |  |             
|Richard R. Donohue      |  | 3,309,033 |  | 70,223      
|John P. Pothoven        |  | 3,321,657 |  | 57,599      
|John W.N. Steddom       |  | 3,269,554 |  | 109,702     



Proposal II  Ratification of Auditors Appointment:



A vote was also taken on the ratification of the appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2004. The results of the vote were as follows:



|          |  |         |  |         |  |                
|--------- |  | ------- |  | ------- |  | ---------------
|FOR       |  | AGAINST |  | ABSTAIN |  | BROKERNON-VOTES
|3,304,227 |  | 21,156  |  | 53,873  |  | 0              





---

Part II  Item 6. Exhibits and Reports on Form 8-K.



|(a) | The following exhibits and financial statement schedules are filed as part of this report:
|--- | ------------------------------------------------------------------------------------------



|         |  |                                                                                                                                                                                                                                                                                                                                                 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                 
|         | 
|3.1      |  | Articles of Incorporation, as amended through April 30, 1998, of Mahaska Investment Company. The Articles of Incorporation, as amended, of Mahaska Investment Company are incorporated by
reference to the Companys quarterly report on Form 10-Q for the quarter ended September 30, 1998.                                                    
|         | 
|3.1.1    |  | Amendment to the Articles of Incorporation of Mahaska Investment Company changing the name of the corporation to MidWestOne Financial Group, Inc. The Amendment to the Articles of
Incorporation of Mahaska Investment Company are incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2003.
|         | 
|3.2      |  | Bylaws of Mahaska Investment Company. The Amended and Restated Bylaws of Mahaska Investment Company dated July 23, 1998, are incorporated by reference to the Companys quarterly report
on Form 10-Q for the Quarter ended September 30, 1998.                                                                                                 
|         | 
|10.1     |  | Mahaska Investment Company Employee Stock Ownership Plan & Trust as restated and amended. This Plan & Trust is incorporated by reference to the Companys Annual Report on Form
10-K for the year ended December 31, 1994.                                                                                                                      
|         | 
|10.2.1   |  | 1993 Stock Incentive Plan. This 1993 Stock Incentive Plan is incorporated by reference to Form S-1 Registration Number 33-81922 of Mahaska Investment Company.                                                                                                                                                                                  
|         | 
|10.2.2   |  | 1996 Stock Incentive Plan. This 1996 Stock Incentive Plan is incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 1996.                                                                                                                                                                        
|         | 
|10.2.3   |  | 1998 Stock Incentive Plan. This 1998 Stock Incentive Plan is incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 1997.                                                                                                                                                                        
|         | 
|10.3     |  | States Resources Corp. Loan Participation and Servicing Agreement dated February 5, 1999 between States Resources Corp. and Mahaska Investment Company. This agreement is incorporated herein
by reference to the Form 10-K report filed by Mahaska Investment Company for the Year ended December 31, 1999.                                    
|         | 
|10.5     |  | Amended and Restated Credit Agreement dated June 30, 2000 between Mahaska Investment Company and Harris Trust and Savings Bank. This Amended and Restated Credit Agreement is incorporated
herein by reference to the Form 10-Q report filed by Mahaska Investment Company for the Quarter ended September 30, 2000.                            
|         | 
|10.5.1   |  | Second Amendment to Amended and Restated Credit agreement dated November 30, 2003 between MidWestOne Financial Group, Inc. and Harris Trust and Savings Bank. This amendment is incorporated
herein by reference to the Form 10-K report filed by MidWestOne Financial Group, Inc. for the Year ended December 31, 2003.                        
|         | 
|10.6     |  | Stock Purchase Agreement By and Between Mahaska Investment Company and Belle Plaine Service Corp. dated October 4, 2002. This agreement is incorporated herein by reference to the Form 10-K
report filed by Mahaska Investment Company for the Year ended December 31, 2002.                                                                   
|         | 
|11       |  | Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                              





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|     |  |                                                                                                                                                                                                                                            
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a  14(a) of the Securities Exchange Act of 1934.                                                                                                                              
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a  14(a) of the Securities Exchange Act of 1934.                                                                                                                              
|     | 
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a  14(a) of the Securities Exchange Act of 1934 and 18 U.S.C., Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.



|(b) | Reports on Form 8-K:
|--- | --------------------



A report on Form 8-K was filed on April 26, 2004 reporting the earnings of the Company for the quarter ended March 31, 2004.



A report on Form 8-K was filed on May 26, 2004 announcing the declaration of
a $.17 per share cash dividend payable to shareholders on June 15, 2004 and the authorization for a $2,000,000 stock repurchase program through December 31, 2004.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



MidWestOne Financial Group, Inc.(Registrant)By:

/s/    CHARLES S. HOWARDCharles S. HowardChairman, President, Chief Executive OfficerAugust 12, 2004Dated




By:

/s/    DAVID A. MEINERTDavid A. MeinertExecutive Vice Presidentand Chief Financial Officer(Principal Accounting Officer)August 12, 2004Dated