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

                                   FORM 10-KSB40/A

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

                    For the fiscal year ended March 31, 1998

                         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:  $8,371,000
(Total interest and dividend income and total non-interest income).

         As of May 31, 1998 there were issued and outstanding  825,301 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,  1998,
was $13.0  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, 1998 are  incorporated  by  reference  into
Parts II and IV hereof.

Part III of Form  10-KSB:  Portions of the Proxy  Statement  for the 1998 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.


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                                PART IV


ITEM 13.            EXHIBITS AND REPORTS ON FORM 8-K.

  (a)  Exhibits Required by Item 601:                                Page Number

 2.1   Plan of Conversion of Northwest Savings Bank (as amended)(1)
 3.1   Articles of Incorporation of Registrant (1)
 3.2   By-Laws of Registrant(1)
 3.3   Stock Articles of Incorporation of Northwest Savings Bank (1)
 3.4   By-Laws of Northwest Savings Bank (1)
 4.1   Specimen Stock Certificate of Registrant (1)
 4.2   Specimen Stock Certificate of Northwest Savings Bank (1)
10.1   Northwest Savings Bank Money Purchase Pension Plan (1)
10.2   Northwest Savings Bank Employee Stock Ownership Plan (1)
10.3   Credit Agreement by and between Northwest Savings Bank
         Employee Stock Ownership Trust and Registrant (1)
10.4   Northwest Savings Bank Incentive Plan (as amended) (1)
10.5   1994 Northwest Equity Corp. Stock Option Plan (1)
10.6   Northwest Equity Corp. Incentive Plan (2)
10.7   Northwest Equity Corp. 1995 Stock Option Plan(2)
10.8   Employment Agreement - Mr. Brian L. Beadle (1)
10.9   Employment Agreement - Mr. James L. Moore (1)
11.1   Statement Regarding Computation of Per Share Earnings                48
13.1   1998 Annual Report to Shareholders                                   49
21.1   Subsidiaries of Registrant                                           50
23.1   Consent of Wipfli Ullrich Bertelson LLP                              51
99.1   Proxy Statement for 1998 Annual Meeting of Shareholders              52

----------------------------

(1)    Incorporated by reference to exhibits filed with Registrant's Form SB-2 
       Registrant Statement declared effective on August 5, 1994 (Registration
       Number 33-73264).

(2)    Incoporated by reference to exhibits filed with Registrant's Form S-8
       Registration Statement declared effective on January 23, 1996
       (Registration Number 333-878).

       (b) Reports on Form 8-K


                   A report on Form 8-K dated January 2, 1998,  was filed by the
Registrant  during the three  months  ended March 31,  1998.  Item 4. Changes in
Registrant's  Certifying  Account  notified  the SEC that Keller and Yoder,  the
principal accountants that reported on the consolidated  financial statements of
Northwest  Equity Corp.  and  subsidiaries  on April 24,  1997;  was acquired by
Wipfli Ullrich Bertelson LLP.



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                                   SIGNATURES

      In  accordance  with  Section 13 or 15(d) 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.

                                 NORTHWEST EQUITY CORP.

Dated:  June 9, 1998             By____/s/Brian L. Beadle______
                                 Brian L. Beadle, President (Principal Executive
                                 Officer and Principal Financial and Accounting
                                 Officer)

         In accordance with the Securities  Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and 
in the capacities and on the dates indicated.


   Signature                            Title                          Date


__/s/Brian L. Beadle       President (Principal Executive Officer   June 9, 1998
  Brian L. Beadle          and Principal Financial Accounting
                           Officer) and Director


__/s/Gerald J. Ahlin                   Director                     June 9, 1998
  Gerald J. Ahlin


__/s/Verm E. Albrecht                  Director                     June 9, 1998
  Vern E. Albrecht


__/s/Michael D. Jensen                 Director                     June 9, 1998
  Michael D. Jensen


__/s/Donald M. Michels                 Director                     June 9, 1998
  Donald M. Michels


__/s/Norman M. Osero                   Director                     June 9, 1998
   Norman M. Osero





 
                 

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