SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20579

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

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) - February 2, 1999

                            MIDWEST BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)


      Delaware                        0-20620                    42-1390587
- ---------------------             ----------------          -------------------
  (State of other                   (Commission                (IRS Employer
  jurisdiction of                   File Number)            Identification No.)
   incorporation)

     3225 Division Street, Burlington, Iowa                       52601
     ----------------------------------------                   ----------
     (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:(319) 754-6526






ITEM 5.       OTHER EVENTS.

     On February 2, 1999, the  Registrant  entered into an Agreement and Plan of
Merger  (the  "Merger  Agreement")  by and between  the  Registrant  and Mahaska
Investment  Company  ("Mahaska"),  providing for the merger of  Registrant  with
Mahaska  (the  "Merger").   Upon  consummation  of  the  Merger,  the  surviving
corporation of the Merger will be Mahaska.



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ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


2.1  Agreement  and Plan of Merger,  dated  February 2, 1999, by and between the
     Registrant and Mahaska Investment Company ("Mahaska").

2.2  Letter  Agreement,  dated  February  2, 1999,  between the  Registrant  and
     Mahaska.

99.1 Press Release, dated February 2, 1999.




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                                    SIGNATURE

     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.

                                     MIDWEST BANCSHARES, INC.  


Date:  February 15, 1999             By: /s/ Robert D. Maschmann           
                                         ---------------------------------------
                                         Name:  Robert D. Maschmann
                                         Title: Executive Vice President



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                                  EXHIBIT INDEX


2.1  Agreement  and Plan of Merger,  dated  February 2, 1999, by and between the
     Registrant and Mahaska Investment Company ("Mahaska").

2.2  Letter  Agreement,  dated  February  2, 1999,  between the  Registrant  and
     Mahaska.

99.1 Press Release, dated February 2, 1999.






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