---



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 September 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



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



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 October 31, 2004, there were 3,746,903 shares of common stock $5 par value outstanding.



---



---



PART I
 Item 1. Financial Statements



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION



|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|(unaudited) (dollars in thousands, except
for share amounts)                                                                     |  | September 30,2004 |         |   | December 31,2003 |  
|ASSETS                                                                                                                           |  |                   |         |   |                  |   |         |  
|Cash and due from banks                                                                                                          |  | $                 | 11,876  |   |                  | $ | 13,683  |  
|Interest-bearing deposits in banks                                                                                               |  |                   | 209     |   |                  |   | 857     |  
|Federal funds sold                                                                                                               |  |                   |        |   |                  |   |        |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                        |  |                   | 12,085  |   |                  |   | 14,540  |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Investment securities:                                                                                                           |  |                   |         |   |                  |   |         |  
|Available for sale                                                                                                               |  |                   | 86,816  |   |                  |   | 100,848 |  
|Held to maturity (fair value of $8,216 as of September 30, 2004 and $11,161 as of December 31, 2003)                             |  |                   | 7,866   |   |                  |   | 10,596  |  
|Loans                                                                                                                            |  |                   | 398,852 |   |                  |   | 377,017 |  
|Allowance for loan losses                                                                                                        |  |                   | (4,860  | ) |                  |   | (4,857  | )
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Net loans                                                                                                                        |  |                   | 393,992 |   |                  |   | 372,160 |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Loan pool participations                                                                                                         |  |                   | 93,387  |   |                  |   | 89,059  |  
|Premises and equipment, net                                                                                                      |  |                   | 10,555  |   |                  |   | 10,436  |  
|Accrued interest receivable                                                                                                      |  |                   | 5,184   |   |                  |   | 5,107   |  
|Goodwill                                                                                                                         |  |                   | 13,538  |   |                  |   | 12,976  |  
|Other intangible assets                                                                                                          |  |                   | 1,033   |   |                  |   | 1,244   |  
|Other assets                                                                                                                     |  |                   | 9,007   |   |                  |   | 6,340   |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Total assets                                                                                                                     |  | $                 | 633,463 |   |                  | $ | 623,306 |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                             |  |                   |         |   |                  |   |         |  
|Deposits:                                                                                                                        |  |                   |         |   |                  |   |         |  
|Demand                                                                                                                           |  | $                 | 40,968  |   |                  | $ | 40,579  |  
|NOW and Super NOW                                                                                                                |  |                   | 65,563  |   |                  |   | 57,795  |  
|Savings                                                                                                                          |  |                   | 121,547 |   |                  |   | 120,274 |  
|Certificates of deposit                                                                                                          |  |                   | 228,813 |   |                  |   | 234,477 |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Total deposits                                                                                                                   |  |                   | 456,891 |   |                  |   | 453,125 |  
|Federal funds purchased                                                                                                          |  |                   | 11,340  |   |                  |   | 10,450  |  
|Federal Home Loan Bank advances                                                                                                  |  |                   | 83,639  |   |                  |   | 78,944  |  
|Notes payable                                                                                                                    |  |                   | 10,700  |   |                  |   | 9,000   |  
|Long-term debt                                                                                                                   |  |                   | 10,310  |   |                  |   | 10,310  |  
|Other liabilities                                                                                                                |  |                   | 3,990   |   |                  |   | 5,333   |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                |  |                   | 576,870 |   |                  |   | 567,162 |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Shareholders equity:                                                                                                            |  |                   |         |   |                  |   |         |  
|Common stock, $5 par value; authorized 20,000,000 shares; issued 4,912,849 shares as of September 30, 2004 and December 31,
2003 |  |                   | 24,564  |   |                  |   | 24,564  |  
|Capital surplus                                                                                                                  |  |                   | 12,877  |   |                  |   | 12,976  |  
|Treasury stock at cost, 1,166,981 shares as of September 30, 2004, and 1,130,141 shares as of December 31, 2003                  |  |                   | (15,714 | ) |                  |   | (14,589 | )
|Retained earnings                                                                                                                |  |                   | 34,490  |   |                  |   | 31,832  |  
|Accumulated other comprehensive income                                                                                           |  |                   | 376     |   |                  |   | 1,361   |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Total shareholders' equity                                                                                                       |  |                   | 56,593  |   |                  |   | 56,144  |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                       |  | $                 | 633,463 |   |                  | $ | 623,306 |  
|                                                                                                                                 |  |                   |         |   |                  |   |         |  



See accompanying notes
to consolidated financial statements.





---



PART I
 Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|------------------------------------------------------------ | ---- | ------------------------------- | ----- | ------------------------------ | ---- | ----- | ---- | - | ------ |  | - | ------
|(unaudited) (dollars in
thousands, except per share amounts) |      | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                                             | 2004 |                                 | 2003  |                                | 2004 |       | 2003
|Interest income:                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Interest and fees on loans                                   |      | $                               | 6,035 |                                | $    | 6,059 |      | $ | 17,779 |  | $ | 18,025
|Interest and discount on loan pool participations            |      |                                 | 2,226 |                                |      | 1,929 |      |   | 7,186  |  |   | 6,312 
|Interest on bank deposits                                    |      |                                 | 1     |                                |      | 2     |      |   | 3      |  |   | 9     
|Interest on federal funds sold                               |      |                                 | 4     |                                |      | 2     |      |   | 11     |  |   | 27    
|Interest on investment securities:                           |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Available for sale                                           |      |                                 | 866   |                                |      | 936   |      |   | 2,843  |  |   | 2,918 
|Held to maturity                                             |      |                                 | 94    |                                |      | 166   |      |   | 352    |  |   | 583   
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Total interest income                                        |      |                                 | 9,226 |                                |      | 9,094 |      |   | 28,174 |  |   | 27,874
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Interest expense:                                            |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Interest on deposits:                                        |      |                                 |       |                                |      |       |      |   |        |  |   |       
|NOW and Super NOW                                            |      |                                 | 69    |                                |      | 34    |      |   | 164    |  |   | 147   
|Savings                                                      |      |                                 | 345   |                                |      | 299   |      |   | 973    |  |   | 1,030 
|Certificates of deposit                                      |      |                                 | 1,665 |                                |      | 2,050 |      |   | 5,090  |  |   | 6,677 
|Interest on federal funds purchased                          |      |                                 | 41    |                                |      | 14    |      |   | 76     |  |   | 40    
|Interest on Federal Home Loan Bank advances                  |      |                                 | 994   |                                |      | 975   |      |   | 2,971  |  |   | 2,921 
|Interest on notes payable                                    |      |                                 | 114   |                                |      | 71    |      |   | 302    |  |   | 191   
|Interest on long-term debt                                   |      |                                 | 141   |                                |      | 128   |      |   | 397    |  |   | 393   
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Total interest expense                                       |      |                                 | 3,369 |                                |      | 3,571 |      |   | 9,973  |  |   | 11,399
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Net interest income                                          |      |                                 | 5,857 |                                |      | 5,523 |      |   | 18,201 |  |   | 16,475
|Provision for loan losses                                    |      |                                 | 158   |                                |      | 146   |      |   | 688    |  |   | 447   
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Net interest income after provision for loan losses          |      |                                 | 5,699 |                                |      | 5,377 |      |   | 17,513 |  |   | 16,028
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Noninterest income:                                          |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Service charges                                              |      |                                 | 676   |                                |      | 597   |      |   | 1,929  |  |   | 1,728 
|Data processing income                                       |      |                                 | 40    |                                |      | 63    |      |   | 167    |  |   | 183   
|Mortgage origination fees                                    |      |                                 | 101   |                                |      | 225   |      |   | 330    |  |   | 613   
|Other operating income                                       |      |                                 | 108   |                                |      | 162   |      |   | 635    |  |   | 568   
|Gains on sale of available for sale securities               |      |                                 | 26    |                                |      | 53    |      |   | 136    |  |   | 54    
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Total noninterest income                                     |      |                                 | 951   |                                |      | 1,100 |      |   | 3,197  |  |   | 3,146 
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Noninterest expense:                                         |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Salaries and employee benefits                               |      |                                 | 2,247 |                                |      | 2,257 |      |   | 7,666  |  |   | 6,823 
|Net occupancy expense                                        |      |                                 | 818   |                                |      | 746   |      |   | 2,390  |  |   | 2,104 
|Professional fees                                            |      |                                 | 233   |                                |      | 196   |      |   | 721    |  |   | 563   
|Other intangible asset amortization                          |      |                                 | 64    |                                |      | 88    |      |   | 211    |  |   | 256   
|Other operating expense                                      |      |                                 | 853   |                                |      | 1,019 |      |   | 2,698  |  |   | 2,868 
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Total noninterest expense                                    |      |                                 | 4,215 |                                |      | 4,306 |      |   | 13,686 |  |   | 12,614
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Income before income tax expense                             |      |                                 | 2,435 |                                |      | 2,171 |      |   | 7,024  |  |   | 6,560 
|Income tax expense                                           |      |                                 | 846   |                                |      | 769   |      |   | 2,428  |  |   | 2,432 
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Net income                                                   |      | $                               | 1,589 |                                | $    | 1,402 |      | $ | 4,596  |  | $ | 4,128 
|                                                             |      |                                 |       |                                |      |       |      |   |        |  |   |       
|Earnings per common share - basic                            |      | $                               | 0.42  |                                | $    | 0.37  |      | $ | 1.21   |  | $ | 1.07  
|Earnings per common share - diluted                          |      | $                               | 0.41  |                                | $    | 0.36  |      | $ | 1.18   |  | $ | 1.04  
|Dividends per common share                                   |      | $                               | 0.17  |                                | $    | 0.16  |      | $ | 0.51   |  | $ | 0.48  



See accompanying notes
to consolidated financial statements.





---



PART I
 Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                                   |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  
|---------------------------------------------------------------------------------- | ---- | ------------------------------- | ----- | ---- | ------------------------------ | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|(unaudited) (in
thousands)                                                         |      | Three Months EndedSeptember 30, |       |      | Nine Months EndedSeptember 30, |  
|                                                                                   | 2004 |                                 |       | 2003 |                                |   | 2004  |   |  | 2003 |      
|Net income                                                                         |      | $                               | 1,589 |      |                                | $ | 1,402 |   |  | $    | 4,596 |   |  | $ | 4,128 |  
|Other Comprehensive Income (Loss):                                                 |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  
|Unrealized gains (losses) on securities available for sale:                        |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  
|Unrealized holding gains (losses) arising during the period, net of tax            |      |                                 | 300   |      |                                |   | (657  | ) |  |      | (901  | ) |  |   | (60   | )
|Less: reclassification adjustment for net gains included in net income, net of tax |      |                                 | (15   | )    |                                |   | (33   | ) |  |      | (84   | ) |  |   | (34   | )
|                                                                                   |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  
|Other comprehensive income (loss), net of tax                                      |      |                                 | 285   |      |                                |   | (690  | ) |  |      | (985  | ) |  |   | (94   | )
|                                                                                   |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  
|Comprehensive income                                                               |      | $                               | 1,874 |      |                                | $ | 712   |   |  | $    | 3,611 |   |  | $ | 4,034 |  
|                                                                                   |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   |       |  



See accompanying notes
to consolidated financial statements.





---



PART I
 Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY



|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|-------------------------------------------------------------------------- |  | ----------- | ------ | -------------- | ------ | - | ------------- | ------- | - | ---------------- | ------ | - | ----------------------------------- | ----- | - | ----- | ------ | -
|(unaudited) (in thousands, except share
data)                              |  | CommonStock |        | CapitalSurplus |        |   | TreasuryStock |         |   | RetainedEarnings |        |   | AccumulatedOtherComprehensiveIncome |       |   | Total |       
|Balance at December 31, 2002                                               |  | $           | 24,564 |                | 12,942 |   |               | (11,963 | ) |                  | 28,375 |   |                                     | 1,780 |   |       | 55,698 |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Comprehensive income:                                                      |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Net income                                                                 |  |             |       |                |       |   |               |        |   |                  | 4,128  |   |                                     |      |   |       | 4,128  |  
|Unrealized losses arising during the year on securities available for sale |  |             |       |                |       |   |               |        |   |                  |       |   |                                     | (60   | ) |       | (60    | )
|Less realized gains on securities available for sale, net of tax           |  |             |       |                |       |   |               |        |   |                  |       |   |                                     | (34   | ) |       | (34    | )
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Total comprehensive income                                                 |  |             |       |                |       |   |               |        |   |                  | 4,128  |   |                                     | (94   | ) |       | 4,034  |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Dividends paid ($.48 per share)                                            |  |             |       |                |       |   |               |        |   |                  | (1,862 | ) |                                     |      |   |       | (1,862 | )
|Stock options exercised (17,404 shares)                                    |  |             |       |                | (18    | ) |               | 217     |   |                  |       |   |                                     |      |   |       | 199    |  
|Treasury stock purchased (123,300 shares)                                  |  |             |       |                |       |   |               | (2,014  | ) |                  |       |   |                                     |      |   |       | (2,014 | )
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Balance at September 30, 2003                                              |  | $           | 24,564 |                | 12,924 |   |               | (13,760 | ) |                  | 30,641 |   |                                     | 1,686 |   |       | 56,055 |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Balance at December 31, 2003                                               |  | $           | 24,564 |                | 12,976 |   |               | (14,589 | ) |                  | 31,832 |   |                                     | 1,361 |   |       | 56,144 |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Comprehensive income:                                                      |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Net income                                                                 |  |             |       |                |       |   |               |        |   |                  | 4,596  |   |                                     |      |   |       | 4,596  |  
|Unrealized losses arising during the year on securities available for sale |  |             |       |                |       |   |               |        |   |                  |       |   |                                     | (901  | ) |       | (901   | )
|Less realized gains on securities available for sale, net of tax           |  |             |       |                |       |   |               |        |   |                  |       |   |                                     | (84   | ) |       | (84    | )
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Total comprehensive income                                                 |  |             |       |                |       |   |               |        |   |                  | 4,596  |   |                                     | (985  | ) |       | 3,611  |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Dividends paid ($.51 per share)                                            |  |             |       |                |       |   |               |        |   |                  | (1,938 | ) |                                     |      |   |       | (1,938 | )
|Treasury stock reissued for acuisition (6,601 shares)                      |  |             |       |                | 27     |   |               | 88      |   |                  |       |   |                                     |      |   |       | 115    |  
|Stock options exercised (71,938 shares)                                    |  |             |       |                | (126   | ) |               | 931     |   |                  |       |   |                                     |      |   |       | 805    |  
|Treasury stock purchased (115,379 shares)                                  |  |             |       |                |       |   |               | (2,144  | ) |                  |       |   |                                     |      |   |       | (2,144 | )
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  
|Balance at September 30, 2004                                              |  | $           | 24,564 |                | 12,877 |   |               | (15,714 | ) |                  | 34,490 |   |                                     | 376   |   |       | 56,593 |  
|                                                                           |  |             |        |                |        |   |               |         |   |                  |        |   |                                     |       |   |       |        |  



See accompanying notes
to consolidated financial statements.





---



PART I
 Item 1. Financial Statements, Continued



MIDWESTONEFINANCIAL GROUP

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                  |      |                                |         |      |  |   |         |  
|--------------------------------------------------------------------------------- | ---- | ------------------------------ | ------- | ---- |  | - | ------- | -
|(unaudited) (dollars in
thousands)                                                |      | Nine Months EndedSeptember 30, |        
|                                                                                  | 2004 |                                |         | 2003 | 
|Cash flows from operating activities:                                             |      |                                |         |      |  |   |         |  
|Net income                                                                        |      | $                              | 4,596   |      |  | $ | 4,128   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |      |                                |         |      |  |   |         |  
|Depreciation and amortization                                                     |      |                                | 1,618   |      |  |   | 1,355   |  
|Provision for loan losses                                                         |      |                                | 688     |      |  |   | 447     |  
|Gain on sale of available for sale securities                                     |      |                                | (136    | )    |  |   | (54     | )
|(Gain)/loss on sale of other assets                                               |      |                                | (106    | )    |  |   | 8       |  
|Loss on sale of premises and equipment                                            |      |                                | 33      |      |  |   |        |  
|Amortization of investment securities and loans premiums                          |      |                                | 612     |      |  |   | 751     |  
|Accretion of investment securities and loan discounts                             |      |                                | (70     | )    |  |   | (145    | )
|Increase in other assets                                                          |      |                                | (2,741  | )    |  |   | (599    | )
|Decrease in other liabilities                                                     |      |                                | (757    | )    |  |   | (885    | )
|                                                                                  |      |                                |         |      |  |   |         |  
|Net cash provided by operating activities                                         |      |                                | 3,737   |      |  |   | 5,006   |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Cash flows from investing activities:                                             |      |                                |         |      |  |   |         |  
|Investment securities available for sale:                                         |      |                                |         |      |  |   |         |  
|Proceeds from sales                                                               |      |                                | 12,616  |      |  |   | 9,692   |  
|Proceeds from maturities                                                          |      |                                | 15,860  |      |  |   | 5,483   |  
|Purchases                                                                         |      |                                | (16,413 | )    |  |   | (11,881 | )
|Investment securities held to maturity:                                           |      |                                |         |      |  |   |         |  
|Proceeds from maturities                                                          |      |                                | 3,169   |      |  |   | 7,068   |  
|Purchases                                                                         |      |                                | (300    | )    |  |   | (1,755  | )
|Net increase in loans                                                             |      |                                | (22,564 | )    |  |   | (12,105 | )
|Purchases of loan pool participations                                             |      |                                | (39,351 | )    |  |   | (40,113 | )
|Resale of loan pool participations                                                |      |                                | 3,097   |      |  |   | 113     |  
|Principal recovery on loan pool participations                                    |      |                                | 31,926  |      |  |   | 29,517  |  
|Purchases of premises and equipment                                               |      |                                | (1,419  | )    |  |   | (1,631  | )
|Proceeds from sale of premises and equipment                                      |      |                                | 7       |      |  |   | 38      |  
|Net cash and cash equivalents received in acquisition                             |      |                                |        |      |  |   | 2,523   |  
|Cash paid for the purchase of intangible assets                                   |      |                                | (450    | )    |  |   |        |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Net cash used in investing activities                                             |      |                                | (13,822 | )    |  |   | (13,051 | )
|                                                                                  |      |                                |         |      |  |   |         |  
|Cash flows from financing activities:                                             |      |                                |         |      |  |   |         |  
|Net increase (decrease) in deposits                                               |      |                                | 3,766   |      |  |   | (5,888  | )
|Net increase in federal funds purchased                                           |      |                                | 890     |      |  |   | 14,750  |  
|Federal Home Loan Bank advances                                                   |      |                                | 12,000  |      |  |   | 2,700   |  
|Repayment of Federal Home Loan Bank advances                                      |      |                                | (7,449  | )    |  |   | (8,146  | )
|Advances on notes payable                                                         |      |                                | 2,200   |      |  |   | 9,100   |  
|Principal payments on notes payable                                               |      |                                | (500    | )    |  |   | (3,173  | )
|Dividends paid                                                                    |      |                                | (1,938  | )    |  |   | (1,862  | )
|Purchases of treasury stock                                                       |      |                                | (2,144  | )    |  |   | (2,014  | )
|Proceeds from exercise of stock options                                           |      |                                | 805     |      |  |   | 199     |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Net cash provided by financing activities                                         |      |                                | 7,630   |      |  |   | 5,666   |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Net decrease in cash and cash equivalents                                         |      |                                | (2,455  | )    |  |   | (2,379  | )
|Cash and cash equivalents at beginning of period                                  |      |                                | 14,540  |      |  |   | 16,053  |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Cash and cash equivalents at end of period                                        |      | $                              | 12,085  |      |  | $ | 13,674  |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Supplemental disclosures of cash flow information:                                |      |                                |         |      |  |   |         |  
|Cash paid during the period for:                                                  |      |                                |         |      |  |   |         |  
|Interest                                                                          |      | $                              | 10,062  |      |  | $ | 11,760  |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Income taxes                                                                      |      | $                              | 3,194   |      |  | $ | 2,993   |  
|                                                                                  |      |                                |         |      |  |   |         |  
|Acquisitions:                                                                     |      |                                |         |      |  |   |         |  
|Treasury stock reissued for the purchase of intangible assets                     |      | $                              | 115     |      |  | $ |        |  
|                                                                                  |      |                                |         |      |  |   |         |  



See accompanying notes
to consolidated financial statements.





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



The accompanying consolidated statements of income and the consolidated statements of comprehensive income for the three months and the nine months ended
September 30, 2004 and 2003, the consolidated statements of cash flows for the nine months ended September 30, 2004 and 2003 and the consolidated statements of condition as of September 30, 2004 and December 31, 2003 include the accounts and
transactions of MidWestOne Financial Group, Inc. (the Company) and its six wholly-owned subsidiaries, MidWestOne Bank & Trust, Central Valley Bank, Pella State Bank, MidWestOne Bank, MidWestOne Investment
Services, Inc. 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 September 30, 2004, and the results of operations and cash flows for the three months and the nine months ended September 30, 2004 and 2003.



The results for the three months and the nine months ended September 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 nine months ended September 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 September 30, 2004 and 2003 was 3,759,673 and 3,828,419, respectively. The weighted average number of shares for the nine-month periods ended September 30, 2004 and 2003 was
3,788,203 and 3,871,562, 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 3,847,760 and 3,941,184 for the three months ended September 30, 2004 and 2003, respectively. The weighted average number of shares used in the computation of diluted
earnings per share for the nine-month periods ended September 30, 2004 and 2003 was 3,892,459 and 3,974,208, 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 Securities Brokerage Company
|-- | -------------------------------------------



On July 30, 2004, the Company completed its acquisition of Koogler Company of Iowa (KCI), a sole proprietorship, which was a broker and a
registered investment advisor. The acquisition was a purchase transaction with the Company acquiring KCIs book of business in exchange for $450,000 in cash and 6,601 shares of the Companys stock with a fair market value of $115,000.
Contemporaneously with this acquisition, the Company formed a new wholly-owned subsidiary called MidWestOne Investment Services, Inc. to provide investment advisory and brokerage services throughout the banking offices of the Company
utilizing the expertise of Mr. Koogler and his staff.



|8. | 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



|9. | 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.



|10. | 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.



|11. | 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 EndedSeptember 30, |       | 9 Months EndedSeptember 30,
|                                   |  | 2004                        |       | 2003                        |   | 2004  |  | 2003
|Net income (dollars in thousands): |  |                             |       |                             |   |       |  |      |       |  |   |      
|As reported                        |  | $                           | 1,589 |                             |   | 1,402 |  |      | 4,596 |  |   | 4,128
|Pro forma                          |  | $                           | 1,519 |                             |   | 1,357 |  |      | 4,386 |  |   | 3,990
|Earnings per share:                |  |                             |       |                             |   |       |  |      |       |  |   |      
|As reported  basic                |  | $                           | .42   |                             | $ | .37   |  | $    | 1.21  |  | $ | 1.07 
|As reported  diluted              |  | $                           | .41   |                             | $ | .36   |  | $    | 1.18  |  | $ | 1.04 
|Pro forma  basic                  |  | $                           | .40   |                             | $ | .35   |  | $    | 1.16  |  | $ | 1.03 
|Pro forma  diluted                |  | $                           | .40   |                             | $ | .35   |  | $    | 1.15  |  | $ | 1.02 



|12. | 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 SEPTEMBER 30, 2004



The Company recorded net income of $1,589,000 for the quarter ended September
30, 2004, compared with net income of $1,402,000 for the quarter ended September 30, 2003, an increase of $187,000 or 13 percent. The increase in net income was primarily due to improved net interest margin, which was partially offset by a reduction
in noninterest income. Basic earnings per share for the third quarter of 2004 were $.42 versus $.37 for the third quarter of 2003. Diluted earnings per share for the third quarter of 2004 were $.41 and $.36 for the third quarter of 2003. Actual
weighted average shares outstanding were 3,759,673 and 3,828,419 for the third quarter of 2004 and 2003, respectively. The Companys return on average assets for the quarter ended September 30, 2004 was 1.00 percent compared with a return of
..92 percent for the quarter ended September 30, 2003. The Companys return on average equity was 11.34 percent for the three months ended September 30, 2004 versus 9.83 percent for the three months ended September 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 September 30, 2004 increased $334,000
or 6 percent to $5,857,000 from $5,523,000 for the three months ended September 30, 2003. Total interest income was $132,000 or 1 percent greater in the third quarter of 2004 compared with the same period in 2003 primarily due to an increase in the
volume and yields on loan pool participations. The increase in interest income was partially offset by lower interest income generated through decreased yields in loans and lower volumes and yields on investment securities. Total interest expense
for the third quarter of 2004 decreased $202,000 or 6 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 third quarter of 2004 increased to 4.02 percent from 3.92 percent in the third 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 third quarter of 2004 compared with 6.43 percent for the third quarter of 2003. The rate on interest-bearing
liabilities decreased in the third quarter of 2004 to 2.53 percent compared to 2.79 percent for the third quarter of 2003.



Interest income and fees on loans decreased $24,000 in the third quarter of 2004 compared to the same period in 2003. Average loans were $18,690,000 or 5 percent
higher in the third quarter of 2004 compared with 2003. The increase in loan volume reflects new loan originations. Lower interest rates in the third quarter of 2004 compared with 2003 offset the interest income generated by the additional loan
volume. The average yield on loans decreased to 6.08 percent for the third quarter of 2004, compared to 6.39 percent in the third 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. 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. Competition in the local markets served by the Company has caused the pricing of new and many existing loans to be at or





---

near the national prime rate. Historically, the Company had been able to price many of these loans higher than prime. Recent increases in the prime rate have
not offset the competitive factors to increase the overall loan portfolio yield.



Interest and discount income on loan pool participations increased $297,000 or 15 percent in the third quarter of 2004 compared with 2003. Interest income and discount collected on the loan pool participations for the three months
ended September 30, 2004 was $2,226,000 compared with $1,929,000 collected in the third quarter of 2003. The yield on loan pool participations was 9.58 percent for the third quarter of 2004 compared with 8.91 percent for the same period in 2003. The
average loan pool participation investment balance was $6,534,000 or 8 percent higher in the third 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 $142,000 or 13 percent in the quarter ended September 30, 2004, compared with the quarter ended September 30, 2003 due to decreased volume and yield in the
portfolio. Interest income on investment securities totaled $960,000 for the third quarter of 2004 compared with $1,102,000 in 2003. The average balance of investments in 2004 was $96,574,000 versus $100,941,000 in the third quarter of 2003. The
yield on the Companys investment portfolio in the third quarter of 2004 decreased to 4.19 percent from 4.55 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 $304,000 or 13 percent less in
the third quarter of 2004 compared with 2003 mainly due to the low national and local market interest rate environment. Average interest-bearing deposits for the third quarter of 2004 were $1,996 greater compared with the same period in 2003. The
weighted average rate paid on interest-bearing deposits was 1.98 percent in the third quarter of 2004 compared with 2.28 percent in the third 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. Recently, the Company has noted higher market rates and has increased the rates it pays on deposits accounts in response to the competition.



Interest expense on borrowed funds was $102,000 or 9 percent greater in
the third quarter of 2004 compared with 2003, reflecting the Companys higher average borrowed funds in 2004 compared with 2003. Average borrowed funds for the third quarter of 2004 were $20,246,000 greater compared to the same period in 2003.
The weighted average rate paid on borrowed funds declined to 4.55 percent in the third quarter of 2004 compared with 5.09 percent in the third quarter of 2003.





---

Provision for Loan Losses



The Company recorded a provision for loan losses of $158,000 in the third quarter of 2004 compared with $146,000 in the third quarter of
2003. 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 September 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 $149,000 lower in the third quarter of 2004 compared with 2003 as a result
of reduced secondary market loan origination fees and lower gains realized on the sale of available for sale investment securities sold. Available for sale investment security gains totaled $26,000 in the third quarter of 2004 compared with $53,000
in the 2003 period. Secondary market loan origination fees declined to $101,000 in the third quarter of 2004 compared to $225,000 for the quarter ended September 30, 2003.



Other Expense



Total other noninterest expense for the quarter ended September 30, 2004 was $91,000 or 2 percent lower compared to noninterest expense for the third 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 third quarter of 2004 was $10,000 lower compared with 2003. Occupancy
and equipment expense increased by $72,000 in the third quarter of 2004 compared with the three months ended September 30, 2003 due to the higher depreciation expense on data processing equipment and increased maintenance agreement expense on check
handling equipment. Professional fees were $37,000 greater in 2004 due primarily to attorney fees related to loan litigation. Other operating expenses declined $166,000, or 16 percent in the third quarter of 2004.



Income Tax Expense



The Company incurred income tax expense of $846,000 for the three months ended September 30,
2004 compared with $769,000 for the three months ended September 30, 2003. The effective income tax rate as a percent of income before taxes for the three months ended September 30, 2004 and 2003 was 34.7 percent and 35.4 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.



NINE MONTHS ENDED SEPTEMBER 30, 2004



The Company recorded net income of $4,596,000 for the nine months ended September 30, 2004, compared with net income of $4,128,000 for the first nine months of 2003, an
increase of $468,000 or 11 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 nine months of 2004
were $1.21 versus $1.07 for the first nine months of 2003. Diluted earnings per share for the nine months ended September 30, 2004 were $1.18 and $1.04 for the first nine months of 2003. Actual weighted average shares outstanding were 3,788,203 and
3,871,562 for the first





---

nine months of 2004 and 2003, respectively. The Companys return on average assets for the nine months ended September 30, 2004 was .98 percent compared
with a return of .92 percent for the nine months ended September 30, 2003. The Companys return on average equity was 10.77 percent for the nine months ended September 30, 2004 versus 9.79 percent for the nine months ended September 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 nine months ended September 30, 2004 increased $1,726,000 or 10 percent to $18,201,000 from $16,475,000 for the nine months
ended September 30, 2003. Total interest income was $300,000 or 1 percent greater in the first nine months of 2004 compared with the same period in 2003 primarily due to increased volume of loans and higher volume and yields on loan pool
participations, which was offset by lower yields on loans and investment securities. Total interest expense for the nine months ended September 30, 2004 decreased $1,426,000 or 13 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 nine months of 2004 increased to 4.20 percent from 3.99 percent in the first nine months of 2003. The
Companys overall yield on earning assets declined to 6.48 percent for the first nine months of 2004 compared with 6.71 percent for the nine months ended September 30, 2003. The rate on interest-bearing liabilities decreased in the nine months
ended September 30, 2004 to 2.53 percent compared to 3.02 percent for the first nine months of 2003.



Interest income and fees on loans decreased $246,000 or 1 percent in the first nine months of 2004 compared to the same period in 2003. Average loans were $25,922,000 or 7 percent higher in the nine months
ended September 30, 2004 compared with same period in 2003. The increase in loan volume reflects new loan originations. Lower interest rates in the first nine months of 2004 compared with 2003 offset the additional loan volume. The average yield on
loans decreased to 6.09 percent for the first nine months of 2004, compared to 6.63 percent in the first nine months of 2003.



Interest and discount income on loan pool participations was $874,000 or 14 percent greater for the first nine months of 2004 compared with 2003. Interest income
and discount collected on the loan pool participations for the nine months ended September 30, 2004 was $7,186,000 compared with $6,312,000 collected in the first nine months of 2003. The yield on loan pool participations was 10.87 percent for the
first nine months of 2004 compared with 9.92 percent for the same period in 2003. The average loan pool participation investment balance was $3,239,000 or 4 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 $306,000 or 9 percent in the nine months ended September 30, 2004, compared with the nine months ended September
30, 2003 due to decreased yield in the portfolio. Interest income on investment securities totaled $3,195,000 for the first nine months of 2004 compared with $3,501,000 in 2003. The average balance of investments in 2004 was $104,646,000 versus
$105,344,000 in the first nine months of 2003. The yield on the Companys investment portfolio in the first





---

nine months of 2004 decreased to 4.31 percent from 4.68 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 $1,627,000 or 21 percent less in the first nine months of 2004 compared with 2003 mainly due to the low national and local market interest rate environment. Average interest-bearing deposits for the first nine months of 2004 were $4,559,000
greater compared with the same period in 2003. The weighted average rate paid on interest-bearing deposits was 1.99 percent in the first nine months of 2004 compared with 2.54 percent in the first nine months of 2003.



Interest expense on borrowed funds was $201,000 or 6 percent greater in the first nine
months of 2004 compared with 2003, reflecting the Companys higher average borrowed funds in 2004 compared with 2003. Average borrowed funds for the nine months ended September 30, 2004 were $18,130,000 or 20 percent greater compared to the
same period in 2003. The weighted average rate paid on borrowed funds declined to 4.60 percent in the first nine months of 2004 compared with 5.22 percent in the nine months ended September 30, 2003.



Provision for Loan Losses



The Company recorded a provision for loan losses of $688,000 in the first nine months of
2004 compared with $447,000 in the first nine months of 2003. Much of the additional provision for loan losses in the first nine months of 2004 was necessitated by loan charge-offs during the period.



Other Income



Total other income was $51,000 or 2 percent higher in the first nine months of 2004 compared
with 2003 as a result of gains realized on the sale of available for sale investment securities sold to fund loan pool participation purchases. Available for sale investment security gains totaled $136,000 in the first nine months of 2004 compared
with $54,000 in the 2003 period. Reduced secondary market loan origination fees of $283,000 were somewhat offset by increased deposit service charges.



Other Expense



Total other noninterest expense for the nine months ended September 30, 2004 was $1,072,000 or 9 percent greater compared to noninterest expense for the first nine months
of 2003. Salaries and benefits expense for the first nine months of 2004 was $843,000 or 12 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 $286,000 or 14 percent in 2004 compared with the first nine 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 $158,000 greater in 2004 due primarily to attorney fees related to loan litigation and fees
paid to outside consultants. Other operating expenses were $170,000 lower in 2004 compared with the first nine months of 2003.



Income Tax Expense



The Company incurred income tax expense of $2,428,000 for the nine months ended September 30, 2004 compared with $2,432,000 for the nine months ended September 30, 2003.
The effective income tax rate as a percent of income before taxes for the nine months ended September 30, 2004 and 2003 was 34.6 percent and 37.1 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 September 30, 2004 were $633,463,000 compared with $623,306,000 as of December 31, 2003, an increase of $10,157,000 or 2
percent. As of September 30, 2004, the Company had $11,340,000 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 $86,816,000 as of September 30, 2004. This
is a decrease of $14,032,000 from December 31, 2003. Investment securities classified as held to maturity declined to $7,866,000 as of September 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.



Loans



Total loans were $398,852,000 as of September 30, 2004, compared with $377,017,000 as of December 31, 2003, an increase of $21,835,000 or 6 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 September 30, 2004, the Companys loan to deposit ratio was 87.3 percent compared with a year-end 2003 loan to deposit ratio of 83.2 percent. As of September 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 17 percent. Agricultural loans were
approximately 14 percent of the total loan portfolio and loans to individuals constituted approximately 3 percent.



Loan Pool Participations



As of September 30, 2004, the Company had loan pool participations of $93,387,000, an increase of $4,328,000 or 5 percent from the December 31, 2003 balance of
$89,059,000. The increase in the loan pool participations is the result of purchases of $39,351,000 during the first nine 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 $88,331,000 for the first nine months of 2004 was $3,239,000 or 4 percent higher
than the average balance of $85,092,000 for the first nine months of 2003.



Goodwill and Other Intangible Assets



Goodwill
increased to $13,538,000 as of September 30, 2004 from $12,976,000 as of December 31, 2003, reflecting the excess of the purchase price over the fair value of the assets acquired of Koogler Company of Iowa. Total goodwill from the transaction was
$562,000. 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 $1,033,000 as of September 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 September 30, 2004 is presented in





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the table below. Amortization expense for intangible assets was $64,000 and $88,000 for the three months ended September 30, 2004 and 2003, respectively. For
the nine months ended September 30, 2004 and 2003, amortization expense for intangible assets was $211,000 and $256,000, respectively.



|                     |  |                     |       |                         |       |                             |      
|-------------------- |  | ------------------- | ----- | ----------------------- | ----- | --------------------------- | -----
|                     |  | GrossCarryingAmount |       | AccumulatedAmortization |       | UnamortizedIntangibleAssets
|                     |  | (in thousands)     
|Intangible assets:   |  |                     |       |                         |       |                             |      
|Core deposit premium |  | $                   | 3,281 |                         | 2,248 |                             | 1,033
|                     |  |                     |       |                         |       |                             |      



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)     
|Three months ended December 31, 2004 |  | $                   | 65 
|Year ended December 31,              |  |                     |    
|2005                                 |  |                     | 219
|2006                                 |  |                     | 184
|2007                                 |  |                     | 155
|2008                                 |  |                     | 156
|2009                                 |  |                     | 126
|Thereafter                           |  |                     | 128



Deposits



Total deposits as of September 30, 2004 were $456,891,000
compared with $453,125,000 as of December 31, 2003, an increase of $3,766,000 or 1 percent. Certificates of deposit remain the largest category of deposits at September 30, 2004 representing approximately 50 percent of total deposits.



Borrowed Funds/Notes Payable



The Company had $11,340,000 in Federal Funds purchased on September 30, 2004. There was
$10,450,000 in Federal Funds purchased on December 31, 2003. During the first nine months of 2004, the Company had an average balance of Federal Funds purchased of $7,123,000. Advances from the Federal Home Loan Bank totaled $83,639,000 as of
September 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
$10,700,000 on September 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 September
30, 2004 and December 31, 2003.



Nonperforming
Assets



The Companys nonperforming assets totaled $3,800,000 (.95
percent of total loans) as of September 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 September 30, 2004 compared with December 31, 2003:



|                                           |  |                   |       |                  |      
|------------------------------------------ |  | ----------------- | ----- | ---------------- | -----
|                                           |  | September 30,2004 |       | December 31,2003
|                                           |  | (in thousands)   
|Impaired loans and leases:                 |  |                   |       |                  |      
|Nonaccrual                                 |  | $                 | 2,033 |                  | 1,737
|Restructured                               |  |                   | 486   |                  | 567  
|                                           |  |                   |       |                  |      
|Total impaired loans and leases            |  |                   | 2,519 |                  | 2,304
|Loans and leases past due 90 days and more |  |                   | 1,192 |                  | 825  
|                                           |  |                   |       |                  |      
|Total nonperforming loans                  |  |                   | 3,711 |                  | 3,129
|Other real estate owned                    |  |                   | 89    |                  | 163  
|                                           |  |                   |       |                  |      
|Total nonperforming assets                 |  | $                 | 3,800 |                  | 3,292
|                                           |  |                   |       |                  |      



From December 31, 2003 to September
30, 2004, the Companys nonaccrual loans increased $296,000. Loans ninety days past due increased $367,000. Troubled debt restructurings decreased $81,000 and other real estate owned decreased by $74,000. The Companys allowance for loan
losses as of September 30, 2004 was $4,860,000, which was 1.22 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 increased $3,000 during the first nine months of 2004 as a result of net charge-offs taken during the period being only slightly lower than the provision for loan loss taken. As of September 30, 2004, the allowance for loan losses was
127.92 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 September 30, 2004, the allowance for loan losses is adequate. For the
three months ended September 30, 2004, the Companys net loan charge-offs were





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$55,000 compared with net charge-offs of $6,000 during the quarter ended September 30, 2003. Year-to-date net charge-offs through September 30, 2004 were
$685,000 compared with $161,000 for the first nine 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 nine months ended September 30, 2004 and 2003 were as follows:



|                                           |  |                |       |   |      |       |  
|------------------------------------------ |  | -------------- | ----- | - | ---- | ----- | -
|                                           |  | 2004           |       |   | 2003 |      
|                                           |  | (in thousands) |      
|Balance at beginning of year               |  | $              | 4,857 |   |      | 3,967 |  
|Provision for loan losses                  |  |                | 688   |   |      | 447   |  
|Recoveries on loans previously charged off |  |                | 52    |   |      | 38    |  
|Loans charged off                          |  |                | (737  | ) |      | (199  | )
|Acquisition allowance                      |  |                |      |   |      | 607   |  
|                                           |  |                |       |   |      |       |  
|Balance at end of period                   |  | $              | 4,860 |   |      | 4,860 |  
|                                           |  |                |       |   |      |       |  



Capital Resources



Total shareholders equity was 8.9 percent of
total assets as of September 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 September 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 September 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. 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 September 30, 2004, the Company repurchased 117,500 shares on the open market at a cost of $1,997,575. For additional information pertaining
to the share repurchase program during the third quarter, see the response in Part II  Item 2 of this Form 10-Q. An additional 7,879 shares were reacquired by the Company as payment for the exercise of options. A total of 1,334 shares were
issued during the third quarter for options exercised under previously awarded grants. Year-to-date 2004, a total of 71,938 shares have been issued for options exercised. Cash dividends of $.17 per share were paid to shareholders on September 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 $12,085,000 as of September 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 September 30, 2004 to meet the needs of borrowers and depositors.





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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 was 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 estimate. 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 estimate 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 overstated, 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





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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 nine 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.



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. Unregistered Sales of Equity Securities and Use of Proceeds. (a)-(b) Not applicable



(c)



|               |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |        
|-------------- |  | ------------------------------------------- |  | ---------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | ------ | ----------------------------------------------------------------------------------------------------------------------- | - | -------
|Period         |  | (a) TotalNumberof Shares(or Units)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
|July 2004      |  |                                            |  | $                                        |      |                                                                                             |       |                                                                                                                         | $ | 500,000
|August 2004    |  | 27,500                                      |  |                                          | 18.10 |                                                                                             | 27,500 |                                                                                                                         |   | 2,000  
|September 2004 |  |                                            |  |                                          |      |                                                                                             |       |                                                                                                                         |   | 2,000  
|               |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |        
|Total          |  | 27,500                                      |  | $                                        | 18.10 |                                                                                             | 27,500 |                                                                                                                         | $ | 2,000  
|               |  |                                             |  |                                          |       |                                                                                             |        |                                                                                                                         |   |        



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.





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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 July 27, 2004 reporting the earnings of
the Company for the quarter and six months ended June 30, 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 OfficerNovember 12, 2004DatedBy:

/s/    DAVID A. MEINERTDavid A. MeinertExecutive Vice President and Chief Financial Officer(Principal Accounting Officer)November 12, 2004Dated