UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                             WASHINGTON, D.C. 20549
                              ---------------------

                                  FORM 10-KSB/A
                                 AMENDMENT NO.1

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

                    For the fiscal year ended March 31, 1997

                         Commission file number 0-24606

                             NORTHWEST EQUITY CORP.
        (Exact name of small business issuer as specified in its charter)

        Wisconsin                                                 39-1772981
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


      234 Keller Avenue South
           Amery, Wisconsin                                           54001
(Address of principal executive offices)                           (Zip code)

                                 (715) 268-7105
              (Registrant's telephone number, including area code)

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter  period that the Registrant was required to file such report(s) and
(2) has been subject to such filing requirements for the past 90 days.

                              (1) Yes __x__ No_____
                              (2) Yes __x__ No_____ 

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. x
                 
         State issuer's revenues for its most recent  fiscal  year:  $8,023,000
(Total interest and dividend income and total non-interest income).

         As of May 31, 1997 there were issued and outstanding  838,754 shares of
Common Stock of the Registrant.  The aggregate  market value of the voting stock
held by non-affiliates  of the Registrant,  computed by reference to the average
of the bid and asked  price of such shares of Common  Stock as of May 31,  1997,
was $12.3  million.  Solely for  purposes  of this  calculation,  all  executive
officers and directors of the Registrant  are considered to be affiliates;  also
included  as  "affiliate  shares" are  certain  shares held by various  employee
benefit  plans in which the  trustee  are  directors  of the  Registrant  or are
required to vote a portion of  unallocated  shares at the direction of executive
officers or directors of the  Registrant.  The exclusion from such amount of the
market  value of the shares owned by any person shall not be deemed an admission
by the Registrant that such person is an affiliate of the Registrant.

                           DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV of Form 10-KSB:  Portions of the Annual Report to  Shareholders
for the fiscal year ended March 31, 1997 are  incorporated  by reference  into
Parts II and IV hereof.

Part III of Form 10-KSB:  Portions of the Proxy Statement for the 1997 Annual
 Meeting of Shareholders are incorporated by reference into Part III hereof.