MAHASKA INVESTMENT CO
SC 13G/A, 2000-02-15
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     AMENDED
                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)


                           MAHASKA INVESTMENT COMPANY
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                    559809108
                                 (CUSIP Number)

                                                                      _
Check the following box if a fee is being paid with this  statement  |_|. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>
CUSIP No. 559809108          AMENDED SCHEDULE 13G             Page 2 of 7 Pages


1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person (entities only)

        Mahaska Investment Company ESOP
        I.R.S. No. 42-1291120

2.  Check the appropriate box if a member of a group

        N/A

3.  SEC Use Only


4.  Citizenship or Place of Organization

        Iowa

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING WITH:

5.  Sole Voting Power

        0

6.  Shared Voting Power

        406,836* shares     *Under the applicable ESOP documentation, each
                            participant is entitled to direct the plan as to
                            voting shares allocated to such participant's
                            account.

7.  Sole Dispositive Power

        406,836 shares


<PAGE>
                                                               Page 3 of 7 Pages

8.  Shared Dispositive Power

         N/A

9.  Aggregate Amount Beneficially Owned by Each Reporting Person

        406,836 shares

10. Check box if the aggregate amount in Row (9) excludes certain shares

        N/A

11. Percent of Class Represented by Amount in Row 9

        9.4%

12. Type of Reporting Person

        EP


<PAGE>
                                                               Page 4 of 7 Pages

ITEM 1(a). NAME OF ISSUER.

           Mahaska Investment Company

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.

           P. O. Box 1104
           Oskaloosa, Iowa  52577

ITEM 2(a). NAME OF PERSON FILING.

           This filing is made on behalf of Mahaska Investment Company Employee
           Stock Ownership Plan and Trust (ESOP).

ITEM 2(b). ADDRESS OF THE PRINCIPAL OFFICES:

           The principal business office is Mahaska State Bank Trust Department,
           P. O. Box 90, Oskaloosa, Iowa 52577.

ITEM 2(c). CITIZENSHIP.

           The Trust Agreement creating the ESOP is governed by the laws of the
           State of Iowa.

ITEM 2(d). TITLE OF CLASS OF SECURITIES.

           Common Stock.

ITEM 2(e). CUSIP NUMBER.

           559809108

ITEM 3.    IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13D-1(b)
           OR 13D-2(b), CHECK WHETHER THE PERSON FILING IS A:

           N/A


<PAGE>
                                                               Page 5 of 7 Pages

ITEM 4.    OWNERSHIP.

           (a)  Amount of Beneficially Owned:

                The ESOP has direct control of the shares of Common Stock held
                for the benefit of the participating employees.

           (b)  Percent of Class:

                9.4%

           (c) (i)  Sole power to vote or direct the vote:

                    0

              (ii)  Shared power to vote or direct the vote:

                    406,836

                    Under the ESOP Trust document, Mahaska State Bank ("the
                    Trustee") is authorized in its discretion to vote directly
                    and to vote indirectly by proxy on all matters pertaining
                    to all securities held by the ESOP. Notwithstanding the
                    foregoing, each participant is entitled to direct the
                    Plan as to any Company stock considered allocated to such
                    participant's account in accordance with IRC Section 409(e).

             (iii)  Sole power to dispose or direct the disposition of:

                    The Trustee has sole power to dispose or to direct the
                    disposition of the 406,836 shares of Common Stock.

              (iv)  Shared power to dispose or to direct the disposition of:

                    0

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

           N/A

<PAGE>
                                                               Page 6 of 7 Pages

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

           See item 4 above.

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

           See items 3 and 4 above.

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

           N/A

ITEM 9.    NOTICE OF DISSOLUTION OF A GROUP.

           N/A

ITEM 10.   CERTIFICATION.

           By signing below the undersigned certifies that, to the best of its
           knowledge and belief, the securities referred to above were acquired
           in the ordinary course of business and were not acquired for the
           purpose of and do not have the effect of changing or influencing the
           control of the issuer of such securities and were not acquired in
           connection with or as a participant in any transaction having such
           purpose or effect.

<PAGE>
                                                               Page 7 of 7 Pages
                                    SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

                                  MAHASKA STATE BANK, AS TRUSTEE


                                  /s/ Sherry Mattson

Date:    February 15, 2000        Name:   Sherry Mattson

                                  Title:  Trust Officer




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