As filed with the Securities and Exchange Commission on March 6, 1997.
Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
Registration Statement
Under
The Securities Act of 1933
-----------------------
MIDWEST FEDERAL FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)

Wisconsin 39-1725856
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

Midwest Federal Financial Corp. Gary E. Wegner
1159 Eighth Street 1159 Eighth Street
Baraboo, Wisconsin 53913-0450 Baraboo, Wisconsin 53913-0450
(608) 356-7771 (608) 356-7771
(Address, Including Zip Code, and (Name, Address, Including Zip Code and
Telephone Number, Including Area Telephone Number, Including Area
Code, of Registrant's Principal Area Code, of Agent for Service)
Executive Offices)

With a Copy to:
Christopher S. Zinski, Esq.
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5548
-------------------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be To Be Registered Aggregate Price Aggregate Registration Fee
Registered Per Unit(1) Offering Price
(1)

Common Stock, $.01
Par Value Per Share 150,000 $__________ $________ $________

<F1> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933 based on $17.50, the average of the bid and asked prices of the Common
Stock on March 4, 1997, as quoted on the NASDAQ "Small-Cap" Market.

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

2
MIDWEST FEDERAL FINANCIAL CORP.

MIDWEST DIVIDEND REINVESTMENT PLAN

150,000 SHARES
COMMON STOCK

The Midwest Dividend Reinvestment Plan (the "Plan") of Midwest Federal
Financial Corp. (the "Corporation") is designed to provide investors with
a convenient way to reinvest all or a portion of the cash dividends paid
on the Corporation's common stock, par value $.01 per share, ("Common
Stock") of the Corporation in additional shares of Common Stock.

Participants in the Plan may:

- Reinvest all or a portion of cash dividends paid on Common Stock
registered in their names or in additional shares of Common Stock.

- Reinvest all of the cash dividends paid on Common Stock credited
to their Plan accounts in additional shares of Common Stock.

- Receive, upon written request, certificates for whole shares of
Common Stock credited to their Plan accounts.

- Deposit certificates representing Common Stock into the Plan for
safekeeping.

- Sell shares of Common Stock credited to their Plan accounts
through the Plan.

Shares of Common Stock purchased under the Plan will, at the option of
the Corporation, be newly issued shares or treasury shares purchased
directly from the Corporation, or shares purchased in the open market or
in privately negotiated transactions. Any open market or privately
negotiated purchases will be effected through an Independent Agent (as
hereinafter defined) selected by the Corporation. The closing sale price
of the Common Stock as reported by the NASDAQ "Small Cap" Market on
February 21, 1997 was $18.00.

The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for a Dividend Payment Date (as hereinafter
defined) will be the average of the bid and asked prices of the Common
Stock as reported on the NASDAQ "Small Cap" Market for the relevant
Dividend Payment Date and each of the preceding (10) trading days. The
price of shares of Common Stock purchased in the open market or in
privately negotiated transactions will be the weighted average price per
share of the aggregate number of shares purchased with respect to the
relevant Dividend Payment Date. The Corporation will pay the costs of
administration of the Plan and any brokerage commissions and service
charges related to shares purchased under the Plan; however, Participants
will bear the costs of any brokerage commissions and any applicable
transfer taxes and service charges related to shares sold under the Plan.

This Prospectus constitutes the Plan document and should be retained
for future reference.

______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

______________________

The date of this Prospectus is March 6, 1997.

AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, information statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, information statements and other information
filed by the Corporation may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661 and at the 13th Floor, Seven World Trade
Center, New York, New York 10048. Copies of such material may be obtained
from the public reference section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address at such site is
http://www.sec.gov. In addition, such reports, information statements
and other information concerning the Corporation can be inspected at the
principal office of the Corporation, 1159 Eighth Street, Baraboo,
Wisconsin 53913-0450.

This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (together with all amendments and
exhibits thereto, the "Registration Statement"), which the Corporation
has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Statements contained or incorporated by
reference herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its
entirety by reference to the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, heretofore filed by the Corporation with the
Commission pursuant to the Exchange Act, are incorporated herein by
reference:

(1) the Corporation's Annual Report on Form 10-KSB for the year
ended December 31, 1995;
(2) the Corporation's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996, June 30, 1996 and September
30, 1996;
(3) the Corporation's Current Report on Form 8-K dated October 4,
1996; and
(4) the description of the Common Stock contained in the
Corporation's Registration Statement on Form S-1 (Commission
File No. 33-46976).

All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER
THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED
BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES.
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO INVESTOR RELATIONS,
MIDWEST FEDERAL FINANCIAL CORP., 1159 EIGHTH STREET, BARABOO, WISCONSIN
53913-0450, TELEPHONE NUMBER (608) 356-7771.

THE CORPORATION

The Corporation is a holding company, the principal subsidiary of which
is Baraboo Federal Bank, FSB (the "Bank"). The Corporation's Common
Stock is traded on the NASDAQ "Small-Cap" Market under the symbol "MWFD".

The Bank is a federally chartered savings bank originally chartered in
1934. The Bank provides its customers with a full array of community
banking services. The Bank is the largest independent financial
institution in its primary market area of Sauk Prairie, Portage, Lodi,
Kingston, Dalton, and Baraboo, Wisconsin. The Bank is primarily engaged
in the business of attracting deposits from the general public and
originating consumer loans, mortgage loans and loans secured by
commercial real estate, multi-family properties, and commercial business
including agricultural loans. The Bank also offers alternative
investments (not insured by FDIC) and trust services.

USE OF PROCEEDS

At present, it is expected that purchases of Common Stock under the
Plan will be made in the open market and that the Corporation will not
receive any proceeds from these purchases. If newly issued or treasury
shares of Common Stock are purchased under the Plan directly from the
Corporation, the Corporation will use the net proceeds from such sales
for general corporate purposes.

THE PLAN

PURPOSE

The purpose of the Plan is to provide investors in the Corporation with
a convenient way to reinvest all or a portion of the cash dividends paid
on Common Stock in additional shares of Common Stock.

ADMINISTRATION

Administration of the Plan is conducted by the individual (who may be
an employee of the Corporation), bank, trust Company or other entity
(including the Corporation) appointed from time to time by the
Corporation to act as administrator of the Plan (the "Administrator").
The Corporation has appointed Firstar Trust Company as the current
Administrator. The Administrator is responsible for administering the
Plan, maintaining records of each Participant's account activities,
issuing statements of account and performing other duties required by the
Plan. The Administrator or its nominee, as custodian, will hold one or
more certificates registered in its name representing the aggregate
number of whole shares of Common Stock purchased under, or deposited for
safekeeping into, the Plan and credited to a Participant's account. The
Administrator will forward funds to be used to purchase shares of Common
Stock in the open market or in privately negotiated transactions to an
agent selected by the Corporation (an "Independent Agent") that is an
"agent independent of the issuer," as that term is defined in the rules
and regulations under the Exchange Act. Additionally, the Administrator
will promptly forward sales instructions to the Independent Agent. The
Independent Agent is responsible for purchasing and selling shares of
Common Stock in the open market for a Participant's account in accordance
with the provisions of the Plan.

Participants may contact the Administrator by writing to: Firstar
Trust Company, P.O. Box 2077, Milwaukee, Wisconsin 53201. Participants
may call Firstar Trust Company toll free at 1-800-637-7549 between 7:00
a.m. and 7:00 p.m. Monday through Friday, Central Time. Written
communication may also be sent by telecopier (fax) to 1-414-276-4226.

ELIGIBILITY

Any person or entity who is a record holder of Common Stock is eligible
to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below under
"Enrollment Procedures" and (ii) in the case of citizens or residents of
a country other than the United States, its territories or possessions,
participation would not violate local laws applicable to the Corporation,
the Plan or the Participant.

ENROLLMENT PROCEDURES

Eligible applicants may join the Plan at any time after being furnished
with a copy of this Prospectus by completing and signing an enrollment
form ("Enrollment Form") in the manner set forth below. Requests for
copies of Enrollment Forms, as well as copies of other Plan forms and
this Prospectus, should be made in writing or by telephone to the
Administrator's address and telephone numbers listed in "-Administration"
above.

In order to become a Participant in the Plan, an eligible applicant
must complete and sign an Enrollment Form and return it to the
Administrator and (i) elect to have cash dividends paid on Common Stock
of which such applicant is the record holder invested in Common Stock, or
(ii) deposit certificates representing shares of Common Stock into the
Plan for safekeeping.

Beneficial owners of Common Stock registered in "street name" (E.G., in
the name of a bank, broker, or trustee) may participate in the Plan with
respect to such securities by either (i) transferring the shares of
Common Stock which they wish to be subject to the Plan into their own
name and depositing the shares of Common Stock into the Plan for
safekeeping or (ii) making arrangements with the record or registered
holder (E.G., their bank, broker or trustee who will become the
Participant) of such securities to participate in the Plan on the
beneficial owner's behalf.

Enrollment Forms will be processed as promptly as practicable. A
person will become a Participant after a properly completed Enrollment
Form has been received and accepted by the Administrator.

REINVESTMENT OF CASH DIVIDEND PAYMENTS

A Participant may elect to reinvest (i) all or a portion of cash
dividends paid on all or a portion of Common Stock registered in his
name; and/or (ii) all of the cash dividends paid on Common Stock
purchased through the Plan and credited to his account and Common Stock
deposited into the Plan for safekeeping, by designating such election on
his Enrollment Form. If a Participant does not make an election, cash
dividends paid on Common Stock registered in his name will be paid in
cash, by check, or, if elected by the Participant, by direct deposit, and
cash dividends paid on shares of Common Stock credited to the
Participant's account that were purchased through the Plan or deposited
into the Plan for safekeeping will be automatically reinvested in shares
of Common Stock. A Participant electing partial reinvestment of cash
dividend payments on Common Stock registered in his name must designate
the whole number of shares for which reinvestment is desired. Once a
Participant elects reinvestment, cash dividend payments made on the
Common Stock will be reinvested in shares of Common Stock. The amount so
reinvested will be reduced by any amount which is required to be withheld
under any applicable tax or other statutes. If the Participant has
specified partial reinvestment on Common Stock registered in his name,
that portion of cash dividend payments not designated for reinvestment
will be sent to the Participant by check or direct deposit in the usual
manner. Notwithstanding the foregoing, the maximum number of shares of
Common Stock with respect to which dividends can be reinvested through
the Plan by an individual Participant is 5,000 shares.

CHANGING PLAN OPTIONS

A Participant may change the reinvestment level (i.e., full, partial or
none) of cash dividend payments on Common Stock held in his name by
delivering written instructions or a new Enrollment Form to the
Administrator. To be effective with respect to a particular cash dividend
payment, any such instructions must be received by the Administrator on
or before the record date relating to such cash dividend payment. If such
instructions are not received by the Administrator on or before the
record date, the instructions will not become effective until after such
dividend is paid. The shares of Common Stock purchased with such funds
will be credited to the Participant's Plan account.

PURCHASES AND SALES OF SHARES GENERALLY

Shares of Common Stock purchased for Participants under the Plan will
be either newly issued shares or shares held in the treasury of the
Corporation or, at the Corporation's option, shares of Common Stock
purchased in the open market or in privately negotiated transactions by
an Independent Agent.

Purchases of shares of Common Stock from the Corporation, whether newly
issued or treasury shares, will be made on the relevant date on which a
cash dividend on Common Stock is paid ("a Dividend Payment Date") at the
average of the bid and asked prices as reported on the NASDAQ "Small-Cap"
Market for the relevant Dividend Payment Date and the preceding 10
trading days.

Purchases in the open market or in privately negotiated transactions
may begin on the relevant Dividend Payment Date and should be completed
no more than 15 days after that Dividend Payment Date. Funds not invested
in Common Stock within 30 days of receipt will be promptly returned,
without interest, to Participants. The price of any shares of Common
Stock purchased in the open market or in privately negotiated
transactions for Participants will be the weighted average price per
share of the aggregate number of shares purchased with respect to the
relevant Dividend Payment Date.

The number of shares (including any fraction of a share rounded to
three decimal places) of Common Stock credited to the account of a
Participant for a particular Dividend Payment Date will be determined by
dividing the total amount of cash dividends to be invested for such
Participant on such Dividend Payment Date by the relevant purchase price
per share.

With regard to open market purchases and sales of shares of Common
Stock by an Independent Agent, none of the Corporation, the Administrator
(if it is not also the Independent Agent) or any Participant will have
any authority or power to direct the time or price at which shares may be
purchased or sold, the markets on which the shares are to be purchased or
sold, or the selection of the broker or dealer (other than any
Independent Agent) through or from whom purchases and sales may be made.
The Independent Agent may commingle each Participant's funds with those
of other Participants for the purpose of executing purchase and sale
transactions. Dividend and voting rights will commence upon settlement,
whether shares are purchased from the Corporation or any other source.

SAFEKEEPING SERVICE

At the time of enrollment, or at any later time, a Participant may take
advantage of the Plan's safekeeping services. Common Stock held in
certificate form by a Participant may be deposited into the Plan, to be
held by the Administrator or its nominee, by delivering a completed
Enrollment Form and the Common Stock certificates to the Administrator.
Such certificates should not be endorsed. The shares of Common Stock so
deposited will be transferred into the name of the Administrator or its
nominee, as custodian, and credited to the Participant's account.
Thereafter, such shares of Common Stock will be treated in the same
manner as shares of Common Stock purchased under the Plan and credited to
the Participant's account. Cash dividends paid on shares of Common Stock
credited to a Participant's account that were deposited into the Plan for
safekeeping will be reinvested in shares of Common Stock.

SALE OF SHARES OF COMMON STOCK

A Participant may request, at any time, that all or a portion of the
shares of Common Stock credited to his account be sold by delivering to
the Administrator a completed Sale/Transfer/Withdrawal Request Form. Only
whole shares of Common Stock credited to a Participant's account may be
sold under the Plan. The Administrator will forward the sale instructions
to an Independent Agent within five business days of receipt (except as
described in the following paragraph). An Independent Agent will sell
such shares as soon as practicable after processing the request and will
transmit to the Participant the proceeds of the sale (less any brokerage
commissions and any applicable transfer taxes and service charges).
Proceeds of shares of Common Stock sold through the Plan will be paid to
the Participant by check.

If instructions for the sale of shares of Common Stock on which cash
dividends are being reinvested are received by the Administrator on or
after the ex-dividend date relating to a Dividend Payment Date but before the
Dividend Payment Date, the dividends paid on the Dividend Payment Date
will be invested in Common Stock through the Plan, and (i) if the
Participant's sale instructions cover less than all of the shares of
Common Stock credited to his account, the sale of such shares will be
processed and the shares purchased with the reinvested dividends will be
credited to the Participant's account or (ii) if the Participant's sale
instructions cover all of the shares of Common Stock credited to his
account, the sale instructions will not be processed until after the
dividends have been invested in Common Stock through the Plan at which
time all of the shares credited to his account, including the shares
purchased with the reinvested dividends, will be sold and the proceeds
transmitted to the Participant.

WITHDRAWAL OF SHARES OF COMMON STOCK

A Participant may withdraw some or all of the Common Stock credited to
his account from the Plan at any time by delivering to the Administrator
(i) a completed Sale/Transfer/Withdrawal Request Form, if the Participant
will be the record holder of such Common Stock after withdrawal, or (ii)
a completed Sale/Transfer/Withdrawal Request Form and a stock assignment
(stock power), if the Participant will not be the record holder of the
Common Stock after withdrawal. Upon the Administrator's receipt of the
proper documentation, certificates representing the designated Common
Stock will be sent to the Participant, the Participant's broker or any
other person that the Participant has designated.

If a completed Sale/Transfer/Withdrawal Request Form with regard to
shares of Common Stock credited to a Participant's account on which cash
dividends are being reinvested is received by the Administrator on or
after the record date relating to a Dividend Payment Date but before the
Dividend Payment Date, the dividends paid on the Dividend Payment Date
will be invested in Common Stock through the Plan, and (i) if the

Participant's withdrawal instructions cover less than all of the shares
of Common Stock credited to his account, the withdrawal of such shares
will be processed and the shares purchased with the reinvested dividends
will be credited to the Participant's account or (ii) if the
Participant's withdrawal instructions cover all of the shares of Common
Stock credited to his account, the withdrawal instructions will not be
processed until after the dividends have been invested in Common Stock
through the Plan, at which time certificates representing all of the
shares credited to his account, including the shares purchased with the
reinvested dividends, will be sent to the Participant or other designated
recipient.

Certificates representing whole shares of Common Stock withdrawn from
the Plan will be sent to the Participant or designated recipient by First
Class Mail as soon as practicable following the Administrator's receipt
of the required documentation, subject to the provisions of the preceding
paragraph. Cash dividends paid on shares of Common Stock withdrawn from
the Plan will not be reinvested unless the Participant elects
reinvestment by delivering a completed Enrollment Form to the
Administrator.

TRANSFER OF COMMON STOCK

A beneficial owner of Common Stock held in "street name" (E.G., in the
name of a bank, broker or trustee) may participate in the Plan with
respect to such securities by either (i) transferring Common Stock which
he wishes to be subject to the Plan into his own name and depositing
shares of Common Stock into the Plan for safekeeping or (ii) making
arrangements with the record holder (E.G., their bank, broker or trustee
who will become the Participant) of such Common Stock to participate in
the Plan on the beneficial owner's behalf. In order to transfer such
Common Stock under clause (i), a person must instruct the "street name"
holder to transfer the Common Stock to the person or in the case of
Common Stock to be deposited into the Plan for safekeeping, to the
Administrator for credit to the person's account. If the person is
already a Participant, the Common Stock must be transferred to the
Participant in the same name in which the Participant's account is
registered. If the person does not have an account, participation in the
Plan will commence when the Common Stock is registered in his name and a
properly completed Enrollment Form is received by the Administrator.

GIFT OR TRANSFER OF SHARES OF COMMON STOCK WITHIN THE PLAN

If a Participant wishes to transfer, whether by gift, private sale or
otherwise, ownership of all or a part of the shares of Common Stock
credited to his account to the account of another Participant or to
establish by such transfer an account for a person or entity not already
a Participant, the Participant may do so by delivering to the
Administrator a completed Sale/Transfer/Withdrawal Request Form and a

stock assignment (stock power). The transfer will be effected as soon as
practicable following the Administrator's receipt of the required
documentation. No fraction of a share of Common Stock credited to a
Participant's account may be transferred unless the Participant's entire
account is transferred. Requests for interaccount transfers are subject
to the same requirements as for the transfer of securities generally.

Shares of Common Stock so transferred will be credited to the
transferee's account. If the transferee is not already a Participant, an
account will be opened in the transferee's name. Cash dividends paid on
the transferred shares will be reinvested in shares of Common Stock.
Unless otherwise requested by the transferor, the transferee will be sent
a Statement of Account showing the transfer of such shares into his
account. The transferor may request that such Statement of Account be
returned to the transferor for personal delivery and/or that a gift
certificate be provided. The transferor may send the gift certificate
directly or request that it be sent by the Administrator to the
transferee with the first Statement of Account.

REPORTS TO PARTICIPANTS

Each Participant will receive a statement of account within a
reasonable time after each reinvestment, deposit, transfer, withdrawal,
sale or any other transaction takes place. The Participant should
retain these statements of account in order to establish the cost basis,
for tax purposes, for shares of Common Stock acquired under the Plan.

Each Participant will receive copies of all communications sent to
holders of Common Stock. This may include quarterly reports to
shareholders, annual reports to shareholders, proxy material, and
Internal Revenue Service information, if appropriate, for reporting
dividend income. All notices, Statements of Account and other
communications from the Administrator to a Participant will be addressed
to the latest address of record. Therefore, it is important that a
Participant promptly notify the Administrator of any change of address.

CERTIFICATES FOR SHARES

A Participant may obtain, free of charge at any time, a certificate for
all or a part of the whole shares of Common Stock credited to his account
at such time upon written request to the Administrator. Such certificate(s)
will be mailed by First Class Mail, within three business days of the
Administrator's receipt of the written request, to the Participant's address
of record. Any remaining whole or fractions of shares of Common Stock will
continue to be credited to the Participant's account.

Except for transfers described in "Gift or Transfer of Shares of Common
Stock Within the Plan," shares of Common Stock credited to a Participant's
account may not be pledged or assigned. A Participant who wishes to pledge or
assign shares of Common Stock must request that they be withdrawn from the Plan.

Certificates for fractions of shares of Common Stock will not be issued
under any circumstances.

TERMINATION OF PARTICIPATION BY A PARTICIPANT

A Participant may at any time terminate his participation in the Plan
by delivering a completed Sale/Transfer/Withdrawal Request Form to the
Administrator. Upon the Administrator's receipt of such written
notification, the Participant will receive (i) a certificate for all of
the whole shares of Common Stock credited to his account, and (ii) a
check for the cash value of any fraction of a share of Common Stock
credited to his account. Such fraction of a share will be valued at the
weighted average price per share of the aggregate number of shares sold
on the relevant trading day.

COSTS

The Corporation will pay all administrative costs and expenses
associated with the Plan. In addition, the Corporation will pay any
brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased under the Plan. A Participant
requesting that the shares of Common Stock credited to his account be
sold in the open market will be required to pay any brokerage commissions
and any applicable transfer taxes and services charges with respect to
any shares of Common Stock sold. Such costs will be included as
adjustments to sales prices.

FEDERAL INCOME TAX CONSEQUENCES

THE FOLLOWING IS A SUMMARY OF THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE EFFECT OF SUCH TAX
CONSEQUENCES UPON ANY PARTICIPANT WILL DEPEND UPON SUCH PARTICIPANT'S
INDIVIDUAL CIRCUMSTANCES WHICH, TOGETHER WITH THE STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION, SHOULD BE DISCUSSED BY EACH PARTICIPANT
WITH HIS TAX ADVISOR.

A Participant will be required to include in income for federal income
tax purposes the amount of cash dividends paid on Common Stock and on
shares of Common Stock credited to his account which are reinvested in
Common Stock under the Plan even though no such amount is actually
received by the Participant in cash, but instead is applied to the
purchase of shares of Common Stock for the Participant's account. If
shares are purchased in the open market a Participant will also be
required to include in income for federal income tax purposes an
allocable share of any brokerage commissions incurred to purchase such
shares.

A Participant's tax basis for shares of Common Stock purchased under
the Plan will be equal to the price at which the shares are credited by
the Administrator to the Participant's account. If shares are purchased

in the open market, the allocable shares of any brokerage commissions
incurred are added to a Participant's tax basis. Shares of Common Stock
purchased under the Plan will have a holding period beginning on the day
after the shares are allocated to the Participant's account.

A Participant will not realize any taxable income when he receives
certificates for whole shares credited to his account under the Plan.
Gain or loss will be recognized by the Participant when he sells such
whole shares and will be recognized by a Participant when a fractional
share credited to his account is sold pursuant to the terms of the Plan.

MISCELLANEOUS

STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS

Any shares or other securities representing stock splits or noncash
distributions on shares of Common Stock credited to the account of a
Participant will be credited to the Participant's account. Stock splits,
combinations, recapitalization and similar events affecting shares of
Common Stock credited to a Participant's account will be credited to the
Participant's account on a pro rata basis.

In the event of a rights offering, a Participant will receive rights
based upon the total number of shares of Common Stock credited to his
account.

VOTING OF PROXIES

A Participant will have the exclusive right to exercise all voting
rights respecting shares of Common Stock credited to his account. The
Administrator will forward all shareholder materials relating to shares
of Common Stock credited to a Participant's account to the Participant.
A Participant may vote any whole or fractional shares of Common Stock
credited to his account in person or by proxy. A Participant's proxy
card will include shares of Common Stock credited to his account and
shares of Common Stock registered in his name. Shares of Common Stock
credited to a Participant's account will not be voted unless the
Participant or his proxy votes them.

LIMITATION OF LIABILITY

The Plan provides that neither the Corporation, the Administrator
(including the Corporation if it is acting as such) in administering the
Plan nor any Independent Agent will be liable for any act done in good
faith or for the good faith omission to act in connection with the Plan,
including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's
death prior to receipt of notice in writing of such death, or with
respect to the prices at which shares of Common Stock are purchased or
sold for the Participant's account and the times when such purchases and

sales are made, or with respect to any loss or fluctuation in the market
value after the purchase or sale of such shares. However, nothing
contained herein shall affect a Participant's right to bring a cause of
action based on alleged violations of federal securities laws.

INTERPRETATION AND REGULATION OF THE PLAN

The officers of the Corporation are authorized to take such actions to
carry out the Plan as may be consistent with the Plan's terms and
conditions. The Corporation reserves the right to interpret and regulate
the Plan as the Corporation deems desirable or necessary in connection
with the Plan's operations.

CHANGE OR TERMINATION OF THE PLAN

The Corporation may suspend, modify or terminate the Plan at any time,
in whole, in part or in respect of Participants in one or more
jurisdictions, without the approval of Participants. Notice of such
suspension, modification or termination will be sent to all affected
Participants, who will in all events have the right to withdraw from
participation. Upon any whole or partial termination of the Plan by the
Corporation, each affected Participant will receive (i) a certificate for
all of the whole shares of Common Stock credited to his account, and (ii)
a check for the cash value of any fraction of a share of Common Stock
credited to his account. Such fraction of a share shall be valued at the
average of the bid and asked prices as reported on the NASDAQ "Small-Cap"
Market for the 10 trading days preceding the date of termination.

TERMINATION OF PARTICIPATION BY THE CORPORATION

If a Participant does not have at least one whole share of Common Stock
credited to his account, participation in the Plan may be terminated by
the Corporation upon written notice to the Participant. Additionally, the
Corporation may terminate any Participant's participation in the Plan
after written notice mailed in advance to such Participant at the address
appearing on the Administrator's records. A Participant whose
participation has been terminated will receive (i) a certificate for all
of the whole shares of Common Stock credited to his account, and (ii) a
check for the cash value of any fraction of a share of Common Stock
credited to his account. Such fraction of a share shall be valued at the
average of the bid and asked prices as reported on the NASDAQ "Small-Cap"
Market for the 10 trading days preceding the date of termination.

PLAN OF DISTRIBUTION

The Common Stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the purchase of shares of Common Stock,
either newly issued shares or shares held in the treasury of the
Corporation, directly from the Corporation, or, at the Corporation's
option, by an Independent Agent in the open market or in privately
negotiated transactions.

The Corporation will pay all administrative costs and expenses
associated with the Plan. In addition, the Corporation will pay any
brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased under the Plan. Participants
requesting that the shares of Common Stock credited to their accounts be
sold in the open market will be required to pay any brokerage commissions
and any applicable transfer taxes and service charges with respect to any
shares of Common Stock sold. Such costs will be included as adjustments
to sales prices.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Corporation consists of 3,000,000
shares of Common Stock and 1,000,000 shares of serial preferred stock, $.01
par value per share. The description of the Common Stock is incorporated by
reference into this Prospectus. See "Incorporation of Certain Documents by
Reference" for information on how to obtain a copy of this description. At
March 4, 1997, there were 1,621,629 shares of Common Stock issued and
outstanding.

EXPERTS

The financial statements incorporated in this Prospectus by reference
to the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1995 have been so incorporated in reliance on the report of
Wipfli Ullrich Bertelson CPAs, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Corporation by Schiff Hardin &
Waite, Chicago, Illinois.

No dealer, salesman or other person has
been authorized to give any information
or to make any representations in
connection with this offering other MIDWEST FEDERAL
than those contained in this FINANCIAL CORP.
Prospectus, and, if given or made, such
information or representations must not
be relied upon as having been
authorized by the Corporation. This
Prospectus does not constitute an offer
to sell, or a solicitation of an offer 150,000 Shares
to buy, any of the securities offered Common Stock
hereby in any jurisdiction to any (par value $.01 per share)
person to whom it is unlawful to make
such offer or solicitation in such
jurisdiction. Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any
circumstances, create any implication
that there has been no change in the
affairs of the Corporation or of the ----------------
Plan since the date of this Prospectus
or that the information set forth P R O S P E C T U S
herein is correct as of any time
subsequent to the date hereof or the ----------------
date of filing of any documents
incorporated by reference herein.
- - ------------------------------
TABLE OF CONTENTS

Available Information . . . . . . . . . 3

Incorporation of Certain Documents
by Reference . . . . . . . . . . . . 4

The Corporation . . . . . . . . . . . . 4

Use of Proceeds . . . . . . . . . . . . 5
MIDWEST DIVIDEND
The Plan . . . . . . . . . . . . . . . 5 REINVESTMENT PLAN

Plan of Distribution. . . . . . . . . . 14

Description of Capital Stock. . . . . . 15

Experts . . . . . . . . . . . . . . . . 15
March 6, 1997
Legal Matters . . . . . . . . . . . . . 15

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses in connection with the
distribution of the shares of Common Stock being registered. All amounts
shown below are estimates, except the registration fee:

Registration fee of Securities and Exchange Commission . . . $ 796
Accountants' fees and expenses . . . . . . . . . . . . . . . 500
Legal fees and expenses. . . . . . . . . . . . . . . . . . . 7,200
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 100
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . $8,596
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law
set forth circumstances under which directors, officers, employees and
agents may be insured or indemnified against liability which they may
incur in their capacities.

Article XIV of the Registrant's Articles of Incorporation provides for
indemnification of the directors, officers, employees and agents of the
Registrant for expenses actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending or completed
action or suit if such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interest of the Registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

ITEM 16. EXHIBITS

The Exhibits filed herewith are set forth on the Index to Exhibits
filed as a part of this Registration Statement.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement;

provided, however, that paragraphs 1(a) and 1(b) do not apply if the
registration statement is on Form S-3 or S-8, and the information required
in a post-effective amendment by those paragraphs is incorporated by
reference from periodic reports filed by the Registrant under the Securities
Exchange Act of 1934 in the registration statement.

2. That, for determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions referred to in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

19
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baraboo, and State of Wisconsin, on this
28th day of February, 1997.

MIDWEST FEDERAL FINANCIAL CORP.
(Registrant)

By: /s/ Gary E. Wegner
------------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Midwest Federal Financial Corp.
and each of the undersigned officers and directors of Midwest Federal
Financial Corp. hereby constitute and appoint Gary E. Wegner the true and
lawful attorney-in-fact and agent of the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of
the undersigned, in any and all capacities, to sign all or any amendments
(including post-effective amendments) of and supplements to this
Registration Statement on Form S-3 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact
and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
to all intents and purposes and as fully as said corporation itself and
each said officer or director might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on behalf of Midwest Federal
Financial Corp. by the following persons in the capacities as officers or
directors, as indicated below, of Midwest Federal Financial Corp. and on
the dates indicated.

Signature Title Date

/s/ Gary E. Wegner President and Director February 28, 1997
- - -----------------------------
Gary E. Wegner
(Principal Executive Officer)

/s/ Dean C. Carter Chief Financial Officer February 28, 1997
- - -----------------------------
Dean C. Carter
(Principal Financial and
Accounting Officer)

/s/ George M. McArthur Chairman February 28, 1997
- - -----------------------------
George M. McArthur

/s/ Robert J. Schwarz Vice Chairman February 28, 1997
- - -----------------------------
Robert J. Schwarz

/s/ John D. Jenks Director February 28, 1997
- - -----------------------------
John D. Jenks

/s/ Albert R. Dippel Director February 28, 1997
- - -----------------------------
Albert R. Dippel

/s/ David M. Gunderson Director February 28, 1997
- - -----------------------------
David M. Gunderson

/s/ Dr. James D. Mathers Director February 28, 1997
- - -----------------------------
Dr. James D. Mathers

21
INDEX TO EXHIBITS

Exhibit
Index Exhibit Page No.
- - ------- ------- --------

4.1* Articles of Incorporation, as amended. Filed as
Exhibit 3.1 to the Registration Statement on Form S-1
filed with the Securities and Exchange Commission on
April 3, 1992 (File No. 33-46976).

4.2* By-Laws of the Corporation. Filed as Exhibit 3.2 to
the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on April 3, 1992
(File No. 33-46976).

5 Opinion of Schiff Hardin & Waite.

23.1 Consent of Wipfli Ullrich Bertelson LLP.

23.2 Consent of Schiff Hardin & Waite (included in its
opinion filed as Exhibit 5).

24 Powers of Attorney (as set forth in the signature pages
hereto).

- - -----------------
* Incorporated herein by reference as indicated.