FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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




FOR QUARTER ENDED                                      COMMISSION FILE NUMBER
 MARCH 31, 1999                                                0-24630





                           MAHASKA INVESTMENT COMPANY
             (Exact Name of Registrant as Specified in its Charter)




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



                  222 First Avenue East, Oskaloosa, Iowa 52577

                         Telephone Number (515) 673-8448





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 and (2)has been subject to such filing requirements for the
past 90 days.

                   Yes   X                      No       
 
As of April 30, 1999,  there were 3,636,345  shares of common stock $5 par value
outstanding.
<PAGE>
PART I -- Item 1. Financial Statements
<TABLE>
<CAPTION>
 
                           MAHASKA INVESTMENT COMPANY
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION

(unaudited)
(dollars in thousands) 
                                                         March 30,  December 31,
                                                           1999         1998
<S>                                                   <C>             <C>
                  ASSETS
Cash and due from banks ..........................     $   7,510          9,292
Interest-bearing deposits in banks ...............         1,892          3,559
Federal funds sold ...............................         8,734          9,270
   Cash and cash equivalents .....................     $  18,136         22,121

Investment securities:
   Available for sale ............................        30,456         29,655
   Held to maturity ..............................        14,851         13,679
Loans ............................................       172,198        165,427
Allowance for loan losses ........................        (2,037)        (2,177)
   Net loans .....................................     $ 170,161        163,250

Loan pool participations .........................        50,536         54,510
Premises and equipment, net ......................         3,995          4,043
Accrued interest receivable ......................         3,095          3,175
Other assets .....................................         2,624          2,406
Goodwill .........................................         5,401          5,550
      Total assets ...............................     $ 299,255        298,389

         LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Demand ........................................     $  19,409         23,029
   NOW and Super NOW .............................        33,133         34,214
   Savings .......................................        66,126         59,758
   Certificates of deposit .......................       114,861        115,732
      Total deposits .............................     $ 233,529        232,733

Federal funds purchased ..........................             0              0
Federal Home Loan Bank advances ..................         7,588          7,595
Note payable .....................................        16,200         17,000
Other liabilities ................................         3,194          2,829
      Total liabilities ..........................     $ 260,511        260,157

Shareholders' equity:
   Common stock, $5 par value;
         authorized 4,000,000 shares;
         issued 3,807,501 shares .................     $  19,038         19,038
   Capital surplus ...............................            17             17
   Treasury stock at cost, 171,156
         shares as of March 31, 1999,
         and December 31, 1998 ...................        (2,799)        (2,799)
   Retained earnings .............................        22,418         21,806
   Accumulated other comprehensive income ........            70            170
      Total shareholders' equity .................     $  38,744         38,232

      Total liabilities and shareholders'
                  equity .........................     $ 299,255        298,389
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
PART I -- Item 1. Financial Statements, Continued

<TABLE>
<CAPTION>
                           MAHASKA INVESTMENT COMPANY
                                AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
 
(unaudited)                                                 Three Months Ended
(dollars in thousands,                                             March 31,
except per share)                                             1999         1998
<S>                                                          <C>          <C>
Interest income:
   Interest and fees on loans ..........................      $3,774       3,400
   Interest and discount on loan pools .................       2,209       2,464
   Interest on bank deposits ...........................          36          41
   Interest on federal funds sold ......................          97         107
   Interest on investment securities:
      Available for sale ...............................         446         372
      Held to maturity .................................         187         250
         Total interest income .........................      $6,749       6,634

Interest expense:
   Interest on deposits:
      NOW and Super NOW ................................      $  147         165
      Savings ..........................................         562         544
      Certificates of deposit ..........................       1,579       1,460
   Interest on federal funds purchased .................           0           0
   Interest on Federal Home Loan Bank advances .........         108          89
   Interest on note payable ............................         305         254
         Total interest expense ........................       2,701       2,512
             Net interst income ........................       4,048       4,122
             Provision for loan losses .................         167         110
             Net interset income after
                   provision for loan losses ...........      $3,881       4,012

Noninterest income:
   Service charges .....................................      $  304         288
   Data processing income ..............................          50          48
   Other operating income ..............................         138          79
   Investment security gains ...........................           0          26
         Total noninterest income ......................         492         441

Noninterest expense:
   Salaries and employee benefits expense ..............      $1,337       1,157
   Net occupancy expense ...............................         357         324
   FDIC assessment .....................................          12          12
   Professional fees ...................................          86          86
   Other operating expense .............................         614         475
   Goodwill amortization ...............................         149         153
         Total noninterest expense .....................       2,555       2,207
             Income before income tax expense ..........      $1,818       2,246
Income tax expense .....................................         661         816
         Net income ....................................      $1,157       1,430

Earnings per common share - basic ......................      $ 0.32        0.39
Earnings per common share - diluted ....................      $ 0.31        0.37
Dividends per common share .............................      $ 0.15        0.14
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I -- Item 1. Financial Statements, Continued
<TABLE>
<CAPTION> 
 
                           MAHASKA INVESTMENT COMPANY
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(unaudited)                                                  Three Months Ended
(in thousands)                                                    March 31,
                                                              1999         1998
<S>                                                          <C>         <C>
Net income ...............................................   $ 1,157      1,430
Other Comprehensive Income:
   Unrealized gains (losses)on
         securities available for sale:
           Unrealized holding gains (losses)
                  arising during the period, net
                  of taxes on income of ($59) in
                  1999 and $12 in 1998 ...................      (100)        20
        Less: reclassification adjustment
                  for gains included in net income,
                  net of taxes on income .................         0          0

Other comprehensive income, net of tax ...................      (100)        20
Comprehensive income .....................................   $ 1,057      1,450
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PART I -- Item 1. Financial Statements, Continued
<TABLE>
<CAPTION>
                           MAHASKA INVESTMENT COMPANY
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(unaudited)                                                  Three Months Ended
(dollars in thousands)                                            March 31,
                                                             1999          1998
<S>                                                          <C>          <C>
Cash flows from operating activities:
         Net income ......................................   $  1,157     1,430
         Adjustments to reconcile net income
           to net cash provided by operating
           activities:
                  Depreciation and amortization ..........        314       303
                  Provision for loan losses ..............        167       110
                  Investment securities gains ............          0       (26)
                  Amortization of investment
                    securities premiums ..................         46        38
                  Accretion of investment securities
                    and loan discounts ...................       (120)     (104)
                  (Increase) decrease in other assets ....       (138)      138
                  Increase in other liabilities ..........        424       366
                           Total adjustments .............        693       825
                           Net cash provided by operating
                             activities ..................   $  1,850     2,255

Cash flows from investing activities:
         Investment securities available for sale:
                  Proceeds from sales ....................          0       175
                  Proceeds from maturities ...............      3,383       185
                  Purchases ..............................     (4,373)      (32)
         Investment securities held to maturity:
                  Proceeds from maturities ...............        644     2,701
                  Purchases ..............................     (1,826)   (1,220)
         Purchases of loan pool participations ...........     (1,628)        0
         Principal recovery on loan pool
           participations ................................      5,602     6,206
         Net increase in loans ...........................     (6,964)   (2,620)
         Purchases of bank premises and equipment ........       (117)     (201)
                  Net cash (used in) provided by
                    investing activities .................   $ (5,279)    5,194

Cash flows from financing activities:
         Net increase in deposits ........................   $    796     3,221
         Advances on note payable ........................        150         0
         Principal payments on note payable ..............       (950)   (3,500)
         Repayment of Federal Home Loan
           Bank advances .................................         (7)        0
         Dividends paid ..................................       (545)     (515)
         Proceeds from exercise of stock options .........          0       106
                           Net cash used in financing
                             activities ..................   $   (556)     (688)

                           Net (decrease) increase in cash
                           and cash equivalents ..........   $ (3,985)    6,761

Cash and cash equivalents at beginning of
  period .................................................   $ 22,121    19,195
Cash and cash equivalents at end of period ...............   $ 18,136    25,956

Supplemental disclosures of cash flow information:
         Cash paid during the period for:
                  Interest ...............................   $  2,732     2,533
                  Income taxes ...........................   $    229       114
 </TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>

PART I -- Item 1. Financial Statements, continued.

                           MAHASKA INVESTMENT COMPANY

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.       Basis of Presentation

The  accompanying  consolidated  financial  statements  include the accounts and
transactions  of the Company  and its four  wholly-owned  subsidiaries,  Mahaska
State Bank,  Central Valley Bank,  Pella State Bank and On-Site Credit Services,
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 generally accepted accounting
principles   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
Companys 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 March 31, 1999, and the results
of operations for the three months ended March 31, 1999 and 1998, and changes in
cash flows for the three months ended March 31, 1999 and 1998.

The results for the three months ended March 31, 1999 may not be  indicative  of
results for the year ended December 31, 1999, or for any other quarter.

2.       Statements of Cash Flows

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

3.       Income Taxes

Federal  income tax expense for the three  months  ended March 31, 1999 and 1998
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 March 31,
1999 and 1998 was 3,636,345 and 3,673,186,  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  3,757,646  and  3,883,623  for the three  months  ended
March 31, 1999 and 1998, respectively.

5.       Effect of New Financial Accounting Standards

The Company adopted the provisions of SFAS 131, "Disclosure about Segments of an
Enterprise and Related  Information"  effective  January 1,  1998.  SFAS No. 131
establishes disclosure requirements for segment operations.  The adoption had no
effect on the  Company's  financial  statement  disclosures  because the Company
operates as a single business segment.

6.       Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reported period. Actual
results  could  differ from those  estimates.  A  significant  estimate  that is
particularly sensitive to change relates to the allowance for losses.

Part I -- Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The Company  recorded net income of  $1,157,000  for the quarter ended March 31,
1999,  compared with $1,430,000 for the three months ended March 31, 1998, which
represents a decrease of 19 percent.  The  decrease was  primarily a result of a
decrease in income from loan pool  participations and an increase in noninterest
expense. Basic earnings per share for the first quarter of 1999 were $.32 versus
basic earnings of $.39 per share for the first quarter of 1998. Diluted earnings
per share for the first  quarter of 1999 were $.31 versus  diluted  earnings per
share of $.37 for the first  quarter of 1998.  Actual  weighted  average  shares
outstanding were 3,636,345 and 3,673,186 for the first quarter of 1999 and 1998,
respectively.  Return on average assets is calculated by dividing annualized net
income by average total assets for the period.  The Company's  return on average
assets for the quarter  ended March 31, 1999 was 1.59  percent  compared  with a
return of 2.13 percent for the quarter  ended March 31, 1998.  Return on average
equity  is  calculated  by  dividing  annualized  net  income by  average  total
shareholders'  equity for the period. The Company had a return on average equity
of 12.22  percent for the three months ended March 31, 1999 versus 15.51 percent
for the three months ended March 31, 1998.

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 March 31, 1999 decreased
$74,000 (2 percent) to  $4,048,000  from  $4,122,000  for the three months ended
March 31,  1998.  This  decrease was mainly due to reduced  interest  income and
discount recovery on loan pool  participations and increased interest expense on
deposits and borrowed  funds.  Increased  interest  income earned on higher loan
volumes  helped to minimize the decline in net interest  income.  Total interest
income increased $115,000 (2 percent) in the first quarter of 1999 compared with
the same period in 1998. The Company's  total  interest  expense for the quarter
increased  $189,000  (8  percent)  compared  with the same  period in 1998.  The
Company's net interest margin (on a federal  tax-equivalent basis) for the first
quarter of 1999  declined to 6.04 percent from 6.73 percent in the first quarter
of 1998. 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 decreased to 10.02 percent for the first quarter of 1999 compared
to 10.80  percent  for the first  quarter  of 1998.  The  reduction  in yield on
earning  assets  and  the  consequential  decline  in net  interest  margin  was
primarily attributable to the lower yield on the loan pool participations and to
the lower yield on the Company's loan portfolio in the current quarter. The rate
on  interest-bearing  liabilities also decreased in the first quarter of 1999 to
4.68 percent compared with 4.79 percent for the first quarter of 1998.

Interest income and fees on loans  increased  $373,000 (11 percent) in the first
quarter of 1999  compared to the same period in 1998,  mainly due to higher loan
volumes. The average yield on loans declined to 9.14 percent for the first three
months of 1999 as competition for loans forced the Company to reduce some of its
loan rates to remain competitive in its markets.  Given the current low interest
rate  environment  and  competition  for loans in the market areas served by the
Company,  management  does not  anticipate  a  significant  increase in the loan
portfolio yield in near-term  future  periods.  The Company earned an average of
9.48  percent  on  its  loans  in the  first  quarter  of  1998.  Average  loans
outstanding  were  $167,455,000 for the first three months of 1999 compared with
$145,442,000  for the first  quarter of 1998,  an  increase of  $22,013,000  (15
percent).  The majority of the increase in average loan volume between the first
quarter of 1999 and 1998  occurred at Pella State Bank and Central  Valley Bank.
Mahaska State Bank did experience  some loan growth in the first quarter of 1999
when compared with the 1998 period.  Average real estate loan volumes  increased
$15,231,000  (24 percent),  commercial  loans  averaged  $4,621,000 (12 percent)
higher,  and  agricultural  loans  increased  $2,929,000 (11 percent) in average
volume for the first  quarter of 1999  compared  with the first quarter of 1998.
Loans to  individuals  declined  $908,000 in the first  quarter of 1999 compared
with 1998.

The Company  recognized  $255,000  less in interest and discount  income on loan
pool  participations  in the first quarter of 1999 compared with 1998.  Interest
income and  discount  collected  on the loan pool  participations  for the first
quarter of 1999 was  $2,209,000  compared  with  $2,464,000  earned in the first
quarter of 1998. The yield on loan pool participations declined to 17.66 percent
for the first  quarter of 1999 compared with 19.23 percent for the quarter ended
March 31,  1998.  The average  loan pool  participation  investment  balance was
$1,216,000  (2  percent)  lower in the first  quarter  of 1999 than in the first
quarter of 1998.  These loan pool  participations  are pools of  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 "nonaccrual" 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
collections,  discount recovery,  and net collection expenses of the servicer in
any given period.  The yield on loan pool  participations  may decline in future
periods as the Company has continued to purchase higher-quality, performing loan
pools in recent periods.

The increase in interest  expense for the first  quarter of 1999  compared  with
1998 was mainly  attributable  to growth in deposits and an increase in borrowed
funds. Average interest-bearing deposits for the first quarter of 1999 increased
$15,302,000 (8 percent) from the same period in 1998 with the greatest  increase
occurring in the time deposit category.  Borrowings on the Company's  commercial
bank line of credit  averaged  $4,563,000  higher in the first  quarter  of 1999
compared with the first quarter of 1998 as the Company borrowed funds to provide
operating cash to On-Site Credit Services,  Inc. Federal Home Loan Bank advances
during the first quarter of 1999 averaged  $1,592,000  greater than in the first
quarter of 1998. The higher average  balance of these borrowed funds resulted in
increased  interest  expense in 1999 compared with 1998, even though the average
rate on all interest-bearing liabilities declined. The Company's overall rate on
interest-bearing  liabilities decreased to 4.68 percent for the first quarter of
1999 compared to 4.79 percent for the first quarter of 1998.

Provision for Loan Losses

The Company's provision for loan losses of $167,000 in the first quarter of 1999
was $57,000 (52 percent)  higher than in the first  quarter of 1998.  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.

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  increased  $51,000  (11  percent)  in the first  quarter  of 1999
compared with 1998,  mainly due to higher  service  charge income from overdraft
fees at the bank subsidiaries and also due to increased trust department income.

Other Expense

Total other  noninterest  expense for the quarter ended March 31, 1999 increased
$347,000 (16 percent)  compared to noninterest  expense for the first quarter of
1998.  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 first  quarter of 1999  increased  $179,000  (16
percent) over the first quarter of 1998, primarily as a result of the additional
employees  at the  newly-chartered  Pella  State Bank and also due to  increased
salary levels  needed to attract and maintain the caliber of employees  required
by the organization.  Net occupancy and equipment expenses for the first quarter
of 1999  increased  $32,000 (10 percent) in  comparison  to the first quarter of
1998 with most of the increase due to the  additional  facilities of Pella State
Bank and the  increased  depreciation  expense  incurred  on the  Company's  new
mainframe  computer.  Other operating expense increased by $138,000 (29 percent)
in the first  quarter of 1999  compared  with the three  months  ended March 31,
1998,  mainly due to  liquidation  costs related to a problem  credit managed by
On-Site Credit Services.

Income Tax Expense

Income tax expense for the three months ended March 31, 1999, decreased $155,000
compared to the amount for the three months ended March 31, 1998,  primarily due
to the overall  decrease in taxable income for the period.  The effective income
tax rate  remained at 36.4  percent in both the first  quarter of 1999 and 1998.
The  Company's  effective  income  tax  rate  varies  from  the  statutory  rate
principally due to interest income from tax-exempt securities and loans. Changes
in the effective  rate for one period in comparison to another are primarily due
to changes in the amount of tax-exempt income.


FINANCIAL CONDITION

The Company's total assets as of March 31, 1999 were  $299,255,000,  an increase
of $866,000  from  December  31,  1998.  As of March 31,  1999,  the Company had
federal  funds sold of $8,734,000  compared  with  $9,270,000 as of December 31,
1998.

Investment Securities

Investment  securities  available for sale increased  $801,000 from December 31,
1998 to the March 31, 1999 total of $30,456,000 as a result of securities  being
purchased. Investment securities classified as held to maturity were $14,851,000
as of March 31, 1999,  an increase of  $1,172,000  as  securities  were acquired
during the three-month period from December 31, 1998.

Loans

Overall loan volumes  continued to  increase,  with total loans  outstanding  of
$172,198,000 as of March 31,  1999,  reflecting growth of $6,771,000 (4 percent)
from  December 31,  1998. Most of the growth from December 31, 1998 to March 31,
1999 was in real estate loans and agricultural loans. Consumer loans outstanding
as of the quarter-end  declined  approximately  $1,532,000 from the December 31,
1998 balance while commercial loans decreased $3,646,000 from the prior year-end
balance.  As of March 31, 1999, the Company's  loan to deposit ratio  (excluding
loan pool investments) was 73.7 percent. This compares with a year-end 1998 loan
to deposit ratio of 71.1 percent.

Loan Pool Participations

As of March 31, 1999, the Company had investments in loan pool participations of
$50,536,000,  a decline of  $3,973,000  (7 percent)  from the  December 31, 1998
balance.  The loan pool  investment  balance  shown as an asset on the Company's
Balance  Sheet  represents  the  discounted  purchase  cost  of  the  loan  pool
participations.  The Company actively continued to evaluate and bid on loan pool
packages  during  the first  quarter  of 1999 and was  successful  in  investing
$1,628,000  during the  period.  The loan pool  participation  investment  as of
December 31, 1998 was $54,510,000 with the net reduction in balance attributable
to  collections  of principal by the loan pool  servicer.  The average loan pool
participation  investment of $50,742,000  for the first three months of 1999 was
$1,215,000 (2 percent)  lower than the average  balance of  $51,957,000  for the
first three months of 1998.

Deposits

Total deposits grew $795,000  (less than 1 percent)  during the first quarter of
1999 with the most growth  noted in savings and money market  deposit  accounts.
Demand deposit  accounts as of March 31, 1999 decreased  $3,620,000 (16 percent)
from December 31, 1998, mostly due to seasonal fluctuation.

Borrowed Funds/Notes Payable

The Company did not have any Federal Funds purchased on either March 31, 1999 or
December  31,  1998.  During the first  quarter  of 1999,  the  Company  did not
purchase  any Fed Funds.  Fixed-rate  advances  from the Federal  Home Loan Bank
totaled  $7,588,000 as of March 31, 1999 and $7,595,000 as of December 31, 1998.
Notes payable  decreased to  $16,200,000  on March 31, 1999 from  $17,000,000 on
December 31, 1998 as the Company used cash flow from operations to reduce debt.

Nonperforming Assets

The Company's  nonperforming  assets totaled  $2,501,000  (1.45 percent of total
loans) as of March 31, 1999, compared to $1,400,000 (.85 percent of total loans)
as of December  31, 1998.  All  nonperforming  asset  totals and related  ratios
exclude the loan pool  investments.  The following table presents the categories
of nonperforming assets as of March 31, 1999:

<TABLE>
<CAPTION>
                              Nonperforming Assets
                             (dollars in thousands)
                                 March 31, 1999
          <S>                                       <C>
          Nonaccrual                                 $1,852
          Loans 90 days past due                        637
          Other real estate owned                        12
                                                     $2,501
</TABLE>

From December 31, 1998 to March 31, 1999,  nonaccrual loans increased $1,291,000
primarily  due to  concerns  related  to one  commercial  finance  line which is
experiencing financial difficulties resulting in it being placed on a nonaccrual
classification. Loans ninety days past due decreased $26,000, restructured loans
decreased  $164,000  as these  loans were paid off and other real  estate  owned
remained  unchanged.  The  Company's  allowance  for loan losses as of March 31,
1999,  was  $2,037,000,  which was 1.18  percent of total loans as of that date.
This compares with an allowance for loan losses of $2,177,000 as of December 31,
1998, which was 1.32 percent of total loans. As of March 31, 1999, the allowance
for loan losses was 81.46 percent of  nonperforming  loans  compared with 155.49
percent as of December 31, 1998.  Management believes that as of March 31, 1999,
the allowance for loan losses is adequate.  For the three months ended March 31,
1999, the Company  recognized a net loan charge-off of $306,000  compared with a
net charge-off of $54,000 during the quarter ended March 31, 1998.

Capital Resources

As of March 31, 1999, total shareholders' equity as a percentage of total assets
was 12.95  percent  compared  with 12.81  percent as of December 31,  1998.  The
Company  held 171,156  shares of treasury  stock at a cost of  $2,799,000  as of
March 31, 1999.  During the first  quarter of 1999,  the Company did not reissue
any shares of treasury  stock. On January 21, 1999, the Board of Directors voted
to continue the Company's stock repurchase plan that provides for the repurchase
of up to 200,000 shares  through  January 31, 2000.  Repurchased  shares will be
used to satisfy options granted under the Company's Stock Incentive  Plans.  The
Company did not  repurchase  any shares of its stock during the first quarter of
1999.  Under  risk-based  capital rules,  the Company's tier 1 capital ratio was
14.31  percent  of  risk-weighted  assets  as of March 31,  1999,  and was 14.02
percent of  risk-weighted  assets as of December  31,  1998,  compared to a 4.00
percent 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 reduced by goodwill.
Management  believes  that, as of March 31, 1999, 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.

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 $18,136,000 as of March 31, 1999,  compared with  $22,121,000 as
of December  31, 1998.  Much of the decrease  during the quarter was utilized to
fund loan growth.  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
participation  investments and other corporate needs.  Management  believes that
the Company has  sufficient  liquidity as of March 31, 1999 to meet the needs of
borrowers and depositors.

Market Risk Management

Market risk is the risk of earnings volatility that results from adverse changes
in interest  rates and market  prices.  The  Company's  market risk is primarily
comprised of interest  rate risk arising  from its core  banking  activities  of
lending  and  deposit  taking.  Interest  rate risk is the risk that  changes in
market  interest rates may adversely  affect the Company's net interest  income.
Management  continually  develops and applies  strategies to mitigate this risk.
Management does not believe that the Company's primary market risk exposures and
how those  exposures were managed in the first three months of 1999 changed when
compared to 1998.

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 the 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, 1998.

Year 2000 Compliance

A critical issue has emerged in the banking industry and for the economy overall
regarding how existing computer application software programs, operating systems
and hardware can  accommodate the date value for the year 2000. This issue is an
area of major  emphasis as management is actively  working with its software and
hardware  vendors to assure that the  Company is  compliant.  Additionally,  the
Company is working with material non-information system providers, including but
not limited to security, telephone, utilities, ATM cards, elevators, heating and
cooling systems, check clearing services, teller machines and proof equipment to
determine their year 2000 compliance. An assessment of the readiness of vendors,
significant  customers  and other  third  parties  with which the  Company  does
business is also underway.

The Company could be faced with severe  consequences if Year 2000 issues are not
identified and resolved in a timely manner.  A worst-case  scenario would result
in  the  short-term  inability  to  update  customer  financial  records  due to
unforseen  processing  issues.  This would result in  customers  being unable to
receive timely  information  regarding their account  balances.  In addition,  a
worst-case  scenario  for the Company is that major  suppliers  of  electricity,
communication  links and outside data  processing  services may fail in spite of
their best efforts to remediate  their  systems and in spite of our best efforts
to test their systems.  The major risk as a result of these  possibilities would
be a loss of customer confidence.

The  Company  has  established  Year 2000  Committees  and Plans at its bank and
thrift  subsidiaries,  and formal project plans have been developed and adopted.
Testing  and  contingency  plans  have also been  developed  and  adopted by the
Company's subsidiaries.  Testing procedures are completed for all currently used
hardware and software.  Any new hardware or software  acquired  through December
31,  1999  will  be  tested  upon  installation.  The  Company  purchased  a new
main-frame  computer  system  in 1997 that is Year 2000  compliant  at a cost of
$430,000.  This computer system became fully operational in the first quarter of
1998 with the equipment cost being depreciated over a five year period beginning
in 1998.

The  Company's  contingency  plans  include two  components  which are  business
remediation and business resumption. The business remediation plan was developed
to mitigate the risk associated with the failure to successfully complete system
renovation,  validation or  implementation of the Company's Year 2000 readiness.
This plan pertains to mission-critical  systems developed  in-house,  by outside
software vendors, and by third-party service providers.  The business resumption
plan is designed  to be  implemented  in the event there are system  failures at
critical dates.

The  Company  anticipates  that it will  incur  internal  staff  costs and other
expenses  related to the  enhancements  necessary to become Year 2000 compliant.
Based on the  Company's  current  knowledge,  the  expense  related to Year 2000
compliance is not expected to have a material effect on the Company's  financial
position or results of  operations.  It is estimated  that the costs incurred by
the Company for Year 2000 compliance will be approximately $35,000, exclusive of
costs associated with the new main-frame computer.

Effect of New Accounting Standards

Statement of Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting for
Derivative Instruments and Hedging Activities, will be effective for the Company
beginning  January 1, 2000.  Management is evaluating the impact the adoption of
SFAS No. 133 will have on the Company's  consolidated  financial  statements and
expects to adopt SFAS 133 when required.

Pending Acquisition of Midwest Bancshares, Inc.

The Company announced on February 2, 1999, that it had entered into a definitive
agreement to acquire all the outstanding shares of Midwest  Bancshares,  Inc. of
Burlington,  Iowa.  Midwest  Bancshares is the parent company of Midwest Federal
Savings and Loan Association of Eastern Iowa, with locations in Burlington, Fort
Madison,  and Wapello,  Iowa. As of March 31, 1999,  Midwest had total assets of
approximately  $165  million,   deposits  of  approximately  $108  million,  and
stockholders' equity totaling  approximately $12 million. It is anticipated that
the  transaction  will be  accounted  for as a  pooling-of-interests  through  a
tax-free exchange of one share of Company common stock for each share of Midwest
common stock  outstanding.  Following  the exchange,  Midwest  Federal will be a
wholly-owned  subsidiary of the Company  retaining its own thrift  charter.  The
acquisition  is  subject  to  shareholder  and  regulatory  approvals,  with  an
anticipated closing to occur in the third quarter of 1999.

Sale of On-Site Credit Services, Inc.

On April 23, 1999, the Company announced that it has elected to seek a buyer for
On-Site Credit Services,  Inc., its wholly-owned  commercial finance subsidiary.
In the opinion of management and the Company's  board of directors,  On-Site has
not  generated an adequate  return on  investment  for the  organization.  It is
anticipated  that the sale of On-Site will improve  overall asset quality in the
future and allow the Company to focus more on core business  activities  such as
community  banking  and loan pool  investment  opportunities.  The  Company  has
retained a broker to market On-Site and advise management on the sale.


"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 6.  Exhibits and Reports on Form 8-K.

(a)  The  following  exhibits  are filed with this  Report or, if so  indicated,
     incorporated by reference:

     Exhibits

     3.1       Articles of Incorporation of Mahaska Investment Company. (f)

     3.2       Bylaws of Mahaska Investment Company. (f)

     10.1      Mahaska Investment Company Employee Stock Ownership Plan &  
               Trust as restated and amended. (b)

     10.2.1    1993 Stock Incentive Plan. (a)

     10.2.2    1996 Stock Incentive Plan. (d)

     10.2.3    1998 Stock Incentive Plan. (e)

     10.3.1    Midstates Resources Corp. Loan Participation and Servicing 
               Agreement dated December 9, 1992 between Midstates Resources 
               Corp., Mahaska Investment Company, and Mahaska State Bank. (a)

     10.3.2    Central States Resources Corp. Liquidation Agreement dated 
               April 18, 1988 between Central States Resources Corp., Mahaska 
               State Bank, National Bank & Trust Co., and Randal Vardaman. (a)

     10.3.3    All States Resources Corp. Loan Participation and Servicing 
               Agreement dated September 13, 1993 between All States Resources 
               Corp., Mahaska Investment Company, and West Gate Bank. (a)

     10.5.1    Revolving Loan Agreement dated January 31, 1996 between Mahaska 
               Investment Company and Harris Trust & Savings Bank. (c)

     10.5.2    Fifth Amendment to Revolving Loan Agreement and Revolving Loan 
               Note between Mahaska Investment Company and Harris Trust & 
               Savings Bank dated December 29, 1998. (g)

     11        Computation of Per Share Earnings.

     27        Financial Data Schedule.

               (a)  Incorporated by reference to the Form S-1 Registration
                    Number 33-81922 of Mahaska Investment Company.

               (b)  Incorporated by reference to the Form 10-K for the
                    year ended December 31, 1994 filed by Mahaska
                    Investment Company.

               (c)  Incorporated by reference to the Form 8-K filed by
                    Mahaska Investment Company on February 29, 1996.

               (d)  Incorporated by reference to the Form 10-K for the
                    year ended December 31, 1996 filed by Mahaska
                    Investment Company.

               (e)  Incorporated by reference to the Form 10-K for the
                    year ended December 31, 1997 filed by Mahaska
                    Investment Company.

               (f)  Incorporated by reference to the Form 10-Q for the
                    quarter ended September 30, 1998 filed by Mahaska
                    Investment Company.

               (g)  Incorporated by reference to the Form 10-K for the
                    year ended December 31, 1998 filed by Mahaska
                    Investment Company.

(b)  Reports on Form 8-K -- The  Company  filed a report on Form 8-K on February
     12, 1999  concerning the pending  acquisition of Midwest  Bancshares,  Inc.
     This was the only report on Form 8-K filed  during the three  months  ended
     March 31, 1999.

                                   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.


                                        MAHASKA INVESTMENT COMPANY
                                        (Registrant)



May 12, 1999                            /s/ Charles S. Howard           
Dated                                   Charles S. Howard
                                        President



May 12, 1999                            /s/ David A. Meinert            
Dated                                   David A. Meinert
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Principal Accounting Officer)

<PAGE>
<TABLE>
<CAPTION>
                                   Exhibit 11
                           MAHASKA INVESTMENT COMPANY
                                AND SUBSIDIARIES
                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

                                                      Three Months Ended
                                                            March 31,     
                                                      1999          1998 
<S>                                               <C>            <C>
Earnings per Share information:

Weighted average number
  of shares outstanding
  during the year                                  $3,636,345     3,673,186

Weighted average number
  of shares outstanding during
  the year including all
  dilutive potential shares                         3,757,646     3,883,623

Net earnings                                       $1,157,244     1,428,547

Earnings per share-basic                           $     0.32          0.39

Earnings per share-diluted                         $     0.31          0.37

</TABLE>