MID WISCONSIN FINANCIAL SERVICES INC
10-Q, 1997-11-13
STATE COMMERCIAL BANKS
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                           FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

for the quarterly period ended      SEPTEMBER 30, 1997
                               OR

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

For the transition period from               to
Commission file number                     0-18542

                MID-WISCONSIN  FINANCIAL  SERVICES,  INC.  
         (Exact name of registrant as specified in its charter)

                 Wisconsin                               06-1169935
     (State or other jurisdiction of       (IRS Employer Identification No.)
      incorporation or organization)

                132 West State Street, Medford, WI  54451
        (Address of principal executive offices, including zip code)

                                (715) 748-4364
            (Registrant's telephone number, including area code)


(Former name,  former  address  & former fiscal year, if changed since last
 report)

Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X  No
As of September 30, 1997 there were 1,860,033 shares of $.10 par value
commonstock outstanding.



                 MID-WISCONSIN FINANCIAL SERVICES, INC.


     INDEX


PART I.  FINANCIAL INFORMATION                                           PAGE

         Item 1.  Financial Statements

                  Consolidated Balance Sheets
                  September 30, 1997 and December 31, 1996                 3
            
                  Consolidated Statements of Income
                  Three Months Ended September 30, 1997 and 
                  September 30,  1996 and Nine months Ended 
                  September 30, 1997 and September 30,  1996               4

                  Consolidated Statements of Cash Flows
                  Nine months Ended September 30, 1997 and 
                  September 30,  1996                                      5

                  Notes to Consolidated Financial Statements             6-10

         Item 2.  Management's Discussion and Analysis of
                  Financial Conditions and Results of Operations        11-13

PART II. OTHER INFORMATION

         Item 5.  Other Information                                       14

         Item 6.  Exhibits and Reports of Form 8-K                        15
             
                  Signatures                                              16
           
                  Exhibit Index                                           17

<PAGE>

     PART I         FINANCIAL INFORMATION

Item 1.    Financial Statements

<TABLE>
                MID-WISCONSIN FINANCIAL SERVICES, INC.
                           and Subsidiary
                      CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                              September 30, 1997    December 31, 1996
                  ASSETS
<S>                                                               <C>                  <C>
Cash & cash equivalents                                            $12,075,721          $13,734,886
Interest-bearing deposits in other financial institutions               77,485               10,233
Investment securities available for sale -At fair value             54,729,104           57,164,723
Loans held for sale                                                     50,600              120,000
Total loans                                                        183,159,387          174,841,989
   Less - Allowance for credit losses                               (2,029,548)          (2,030,878)
         Net loans                                                 181,129,839          172,931,111
Premises and equipment                                               5,480,981            3,906,661
Accrued interest and other assets                                    5,680,140            3,753,670

TOTAL ASSETS                                                      $259,223,870         $251,501,284


           LIABILITIES AND STOCKHOLDERS' EQUITY


Non-interest bearing deposits                                      $24,907,844          $23,083,585
Interest-bearing deposits                                          178,845,066          179,328,522
  Total Deposits                                                   203,752,910          202,412,107

Short-term borrowings                                               17,929,355           14,671,264
Long term borrowings                                                 6,400,000            5,400,000
Accrued interest and other liabilities                               3,633,481            3,293,282
     Total Liabilities                                             231,715,746          225,776,653

Stockholders' equity:
  Common stock-Par value $.10 per share:
      Authorized           - 6,000,000 shares in 1997 & 1996
      Issued & outstanding - 1,860,033 shares in 1997                  186,003
                           - 1,865,369 shares in 1996                                       186,537
Additional paid-In capital                                          12,466,249           12,647,615
Retained earnings                                                   14,562,898           12,714,474
Unrealized gain (loss) on securities available for sale                292,974              176,005
     Total Stockholders' Equity                                     27,508,124           25,724,631

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                          $259,223,870         $251,501,284
<FN>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
<PAGE>
<TABLE>
                    MID-WISCONSIN FINANCIAL SERVICES, INC.
                                 and Subsidiary
                      CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>

                                                Three months ended                     Nine Months Ended
                                     September 30, 1997   September 30, 1996  September 30, 1997  September 30, 1996
<S>                                       <C>                <C>                <C>                 <C>
Interest income
  Interest and fees on loans              $4,336,627         $4,102,431         $12,446,199         $12,183,957
  Interest on investment securities:
     Taxable                                 784,526            834,225           2,408,195           2,504,697
     Tax-exempt                              110,107             79,910             305,649             219,692
  Other interest income                        1,328             18,121              57,471              28,846
Total interest income                      5,232,588          5,034,687          15,217,514          14,937,192

Interest expense
  Deposits-NOW                                81,853            100,612             258,564             312,715
       MMD                                   317,418            329,690           1,015,028             817,272
       Savings                               105,155            125,343             327,459             363,192
       CDs & IRAs                          1,578,085          1,485,325           4,589,227           4,404,282
  U.S. Repurchase agreements                 286,615            253,506             751,645             784,077
  Long-term borrowings                        94,852             56,345             268,395             154,625
Total interest expense                     2,463,978          2,350,821           7,210,318           6,836,163

Net Interest income                        2,768,610          2,683,866           8,007,196           8,101,029
Provision for credit losses                   30,000             50,000              90,000             170,000

Net interest income after provision
  for credit losses                        2,738,610          2,633,866           7,917,196           7,931,029

Other income:
  Service fees                               159,475            154,681             460,380             441,661
  Insurance commissions                       14,313             19,013              29,584              54,962
  Trust Service fees                         105,446             93,013             333,400             278,661
  Other fee income                           152,380            140,300             431,344             383,312
  Net security gains                               0            (66,071)             14,186            (159,820)
  Other operating income                      17,377             16,677             294,137              50,198
Total other income                           448,991            357,613           1,563,031           1,048,974

Operating expenses:
  Salaries                                   771,495            763,976           2,209,136           2,158,014
  Employee Benefits                          264,163            250,954             802,812             785,404
  Net occupancy expense                      312,967            431,369             960,305             995,686
  FDIC expense                                 6,212                500              18,519               1,500
  Other operating expense                    430,118            302,234           1,365,863           1,258,468
Total operating expenses                   1,784,955          1,749,033           5,356,635           5,199,072

Income before income taxes                 1,402,646          1,242,446           4,123,592           3,780,931

Provision for income taxes                   486,263            433,543           1,435,169           1,339,234

Net income                                  $916,383            $808,903         $2,688,423          $2,441,697

    Earnings per share                        $0.49               $0.43              $1.44               $1.31

<FN>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
<PAGE>
<TABLE>
                   MID-WISCONSIN FINANCIAL SERVICES, INC.
                              and Subsidiary
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                Nine Months Ended September 30, 1997 and 1996

<CAPTION>
                                                                               1997                1996
<S>                                                                       <C>                 <C>
Increase (decrease) in cash and cash equivalents:
  Cash flows from operating activities:
     Net income                                                            $2,688,424          $2,441,697
     Adjustments to reconcile net income to net cash
       provided by operating activities:
        Provision for depreciation amort & accretion                          584,042             586,754
        Provision for loan losses                                              90,000             170,000
        (Gain) Loss  on sale of investment securities                         (14,186)            159,821
        (Gain) Loss on equipment disposals                                        -                   441
        (Gain) loss on sale of other real estate                               26,871                 -
        Changes in operating assets and liabilities:
          Other assets                                                         (7,754)            (30,887)
          Other liabilities                                                   341,469             353,562
  Net cash provided by operating activities                                 3,708,866           3,681,388
  Cash flows from investing activities:
     Proceeds from sale:
         Available for Sale Investment Securities                             534,836           6,555,302
     Proceeds from Maturities:
         Held to maturity                                                                     
         Available for sale Investment Securities                          10,317,510          13,369,293
     Payment for purchases:
         Available for sale Investment Securities                          (8,225,109)        (22,887,058)
     Proceeds from sale of loans                                            3,847,675           3,859,800
     Net (increase) decrease in loans                                     (12,391,812)         (6,391,543)
     Net (increase) decrease in interest-bearing deposits
        in other institutions                                                 (67,252)              8,750
     Capital expenditures                                                  (2,066,888)           (230,034)
     Proceeds from sale of equipment                                           21,565               2,950
     Proceeds from sale of other real estate                                  309,179                 -
     Premium paid on purchase of deposits                                  (2,224,730)                -
  Net cash used in investing activities                                    (9,945,025)         (5,712,540)
  Cash flows from financing activities:
     Net increase (decrease) in deposits                                    1,340,803             491,522
     Proceeds from exercise of stock options                                   57,104           3,547,460
     Net increase (decrease) in short-term borrowing                        3,258,091            (600,000)
     Proceeds from issuance of long term borrowing                          1,000,000              19,152
     Payment for repurchase of common stock                                  (239,004)                -
     Dividends paid                                                          (840,000)           (724,733)
  Net cash provided by financing activities                                 4,576,994           2,733,401
Net increase (decrease) in cash and cash equivalents                       (1,659,165)            702,249
Cash and cash equivalents at beginning                                     13,734,886          10,683,544
Cash and cash equivalents at end                                          $12,075,721         $11,385,793

  Supplemental cash flow information:                                          1997                1996
     Cash paid during the year for:
          Interest                                                         $7,155,980          $6,970,748
          Income taxes                                                     $1,370,025          $1,395,025
  Supplemental schedule of non-cash investing and financing activities:
          Loans transferred to other real estate                             $203,612            $100,000
          Loans charged off                                                  $148,435            $153,503
          Loans made in connection with the disposition of other
             real estate                                                     $241,752
<FN>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
</TABLE>
<PAGE>

                    MID-WISCONSIN FINANCIAL SERVICES, INC.
                                and Subsidiary
                  Notes to Consolidated Financial Statements
                                   (Unaudited)


NOTE 1 - GENERAL

     The consolidated balance sheet as of September 30, 1997, and the
consolidated statements of income for the three month periods ended
September 30, 1997 and 1996, and the nine month periods ended September 30,
1997 and 1996, and the consolidated statements of cash flows for the nine
month periods ended September 30, 1997 and 1996, have been prepared by the
company without audit.  In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the financial position, results of operations and changes in
financial position for the unaudited interim period have been made.

     The Company is not aware of any known trends, events, or uncertainties
that will have or that are reasonably likely to have a material effect on
the Company's liquidity, capital resources, or operations.

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes included in the Company's December 31, 1996,
annual report to the Shareholders.  The results of operations for the
interim period are not necessarily indicative of the results to be expected
for the entire year.


NOTE 2 - INVESTMENT SECURITIES

     All  investment  securities  are held as available for sale.  The book
value and market value of investment securities are summarized as follows:

<TABLE>
     BOOK VALUE and MARKET VALUE
<CAPTION>
                                            September 30, 1997     December 31, 1996
<S>                                           <C>                    <C>
U.S. Treasury securities and obligations
   of other U.S. Govt agencies & corp          $18,246,204            $23,095,170
Mortgage Backed Securities                      23,904,921             23,838,501
Oblig. to states & political  subdivisions       9,520,832              6,893,312
Corporate Securities                             1,697,940              1,620,370
Equity Securities                                1,359,207              1,717,370
Totals                                         $54,729,104            $57,164,723
</TABLE>

          Included in the totals of  Investment Securities at September 30,
1997, are unrealized gains of $442,808  on  debt  securities  classified as
available for sale. The net of tax unrealized holding gain of $292,974  on
securities classified as available-for-sale is reflected in stockholders'
equity.

     Securities with an approximate carrying value of $32,646,989 and
$37,993,443 at September 30, 1997 and December 31, 1996, respectively, were
pledged primarily to secure public deposits and for other purposes required
by law.  There are no securities of any one issuer that exceed ten percent
of stockholder's equity.
<PAGE>

Note 3 - LOANS

     Loans outstanding increased 4.76% for the nine months ended September
30, 1997; increasing from $174,841,989 at December 31, 1996, to
$183,159,387 at September 30, 1997.

<TABLE>
     The composition of loans at September 30, 1997, and December 31, 1996,
follows:
<CAPTION>
                                Sept. 30        % of        Dec. 31       % of
(Dollars in Thousands)             1997        total          1996       total
<S>                             <C>           <C>          <C>           <C>
Commercial and financial         $27,206       14.85%       $26,923       15.40%
Construction Loans                 1,224        0.68%           891        0.50%
Agricultural                      33,907       18.51%        30,869       17.66%
Real estate                      108,201       59.07%       104,002       59.48%
Installment                       12,141        6.63%        11,499        6.58%
Lease financing                      480        0.26%           658        0.38%

Total loans                     $183,159      100.00%      $174,842      100.00%
</TABLE>

     The composition of loans in the loan portfolio  shows  an  increase in
all  categories except lease financing at September 30, 1997. The  bank  is
continuing  its  efforts  to  sell loans in the secondary market which will
provide  funds for liquidity needs  and  continue  to  provide  service  to
customers in its market area.

     The Company's  process  for  monitoring  loan quality includes monthly
analysis  of delinquencies, non-performing assets,  and  potential  problem
loans.   Loans   are  placed  on  a  nonaccrual  status  when  they  become
contractually past  due  90  days  or  more  as  to  interest  or principal
payments.   All  interest  accrued  but  not collected for loans (including
applicable impaired loans) that are placed  on nonaccrual or charged off is
reversed to interest income.  The interest on  these loans is accounted for
on the cash basis until qualifying for return to accrual status.  Loans are
returned  to  accrual status when all the principal  and  interest  amounts
contractually due  have  been  collected  and there is reasonable assurance
that repayment will continue within a reasonable time frame.

     A loan is considered impaired when, based  on  current information, it
is probable that the bank will not collect all amounts  due  in  accordance
with  the contractual terms of the loan agreement.  Impairment is based  on
discounted  cash flows of expected future payments using the loan's initial
effective interest  rate or the fair value of the collateral if the loan is
collateral  dependent.    Smaller   balance   homogeneous  loans  that  are
collectively  evaluated  for  impairment  include certain  smaller  balance
commercial  and  agricultural loans, residential  real  estate  loans,  and
credit card loans.
<PAGE>

<TABLE>
     The Company maintains  generally  high  quality  loans.  The following
table shows the amount of non-performing assets and other real estate owned
as of the dates indicated.

<CAPTION>
Non-performing loans        Sept. 30    % of total  Dec. 31   % of total
(Dollars in Thousands)         1997        loans      1996      loans
<S>                           <C>          <C>       <C>          <C>
Non-accrual loans             $1,021       0.56%       $847       0.49%
Loans past due 90 days            32       0.02%         36       0.02%
   or more
Restructured loans               217       0.12%        189       0.11%
Total Non-performing
   loans                      $1,270       0.69%     $1,072       0.62%

Other real estate owned            3       0.00%        135       0.08%
Total non-performing
   assets                     $1,273       0.70%     $1,207       0.70%

</TABLE>

     Included above are $472,448 of impaired loans (.257%)  in  non-accrual
status  at  September  30,  1997. In addition, there are impaired loans  of
$143,837  (.079%) which management  has  considered  in  the  allowance for
credit losses.  The average balance of impaired loans during the first nine
months  of  1997  was  $763,015.   The  impaired  loans  with  an aggregate
outstanding balance of  $616,285 are based on fair value of the  collateral
of the loans, as these loans are collateral dependent.

     Total  non-performing  assets  (loans and other real estate) increased
during the nine months ended September  30, 1997.  As a percentage of total
outstanding loans, the non-performing assets  were  .70%  at  September 30,
1997 and .70% at December 31, 1996.

     The  aggregate  amount  of  non-performing  assets  was  approximately
$1,273,000  and  $1,207,000  at September 30, 1997, and December 31,  1996,
respectively.   Non-performing   assets   are   those   which   are  either
contractually  past  due  90  days  or  more  as  to  interest or principal
payments,  on  a  nonaccrual  status,  or  the  terms  of which  have  been
renegotiated to provide a reduction or deferral of interest  or  principal.
If  nonaccrual  and  renegotiated  loans  had been current or not troubled,
$99,267 of interest income would have been  recorded  for  the nine  months
ended September 30, 1997.  Interest income actually collected  and recorded
was $88,515.

     Management  is  not  aware  of  any  additional  loans  that represent
material  credits  or  of any information which causes management  to  have
serious doubts as to the  ability of such borrowers to comply with the loan
repayment terms.

     On  January  1, 1996, Mid-Wisconsin  adopted  Statement  of  Financial
Accounting Standards  No. 122 (SFAS122), "Accounting for Mortgage Servicing
Rights".  The adoption of SFAS No. 122 did not have a significant impact on
the Company's financial condition or results of operations.
<PAGE>

<TABLE>
     An analysis of the  allowance  for  credit losses for the period ended
September 30, 1997, and December 31, 1996 follows:
<CAPTION>
(Dollars in Thousands)
                                             Sept. 30, 1997     Dec. 31, 1996
<S>                                                <C>               <C>
Allowance for credit losses at
  beginning of period                              $2,031            $1,836
Provision Charged to Operating Expense                 90               400
Recoveries on Loans                                    57               107
Loans Charged off                                    (148)             (312)

Allowance for losses at end of period              $2,030             $2,031
</TABLE>

NOTE 4 - EARNINGS PER SHARE

     Earnings per common share are based upon  the  weighted average number
of  common shares outstanding which includes the common  stock  equivalents
applicable  to  shares  issuable  under  the  stock  options  granted.  The
weighted  number of shares outstanding were 1,871,260 for the three  months
ended September  30,  1997,  and  1,868,358  for  the  three  months  ended
September 30, 1996.
<PAGE>
<TABLE>
                         SELECTED FINANCIAL DATA

     The  following  table  presents  consolidated  financial  data of Mid-
Wisconsin  Financial  Services, Inc. and subsidiary.  This information  and
the following discussion  and  analysis  should be read in conjunction with
other financial information presented elsewhere in this report.


<CAPTION>
(Dollars in thousands,                                 1997                                        1996
except per share amounts)                 Third       Second       First        Fourth       Third        Second         First
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>           <C>
FINANCIAL HIGHLIGHTS:
Earnings and Dividends:
Net interest revenue                     $2,767       $2,644       $2,595       $2,656       $2,684       $2,740        $2,677
Provision for credit losses                  30           30           30          230           50           60            60
Other operating revenue                     449          687          427          824          358          333           359
Other operating expense                   1,785        1,849        1,723        1,975        1,749        1,714         1,737
Net income                                  916          943          829          835          809          827           806
Per common share: (1)
   Net income                              0.49         0.50         0.44         0.45         0.43         0.44          0.43
   Dividends declared                      0.15         0.15         0.15         0.28         0.13         0.13          0.13
   Stockholders' equity                   14.79        14.42        13.96        13.79        13.50        13.15         12.99
Average common shares (000's)             1,871        1,873        1,873        1,873        1,869        1,868         1,861
Dividend payout ratio                     30.57%       29.69%       34.05%       62.57%       29.87%       29.22%        29.97%
Balance Sheet Summary:
At quarter end:
   Loans net of unearned income        $183,159     $180,108     $172,037     $174,842     $175,052     $171,067      $167,088
   Assets                               259,224      255,649      248,172      251,501      249,732      242,302       241,778
   Deposits                             203,753      199,346      196,444      202,412      192,636      186,124       189,312
   Shareholders equity                   27,508       26,895       26,039       25,725       25,087       24,442        24,126
Average balances:
   Loans net of unearned income         181,390      176,480      172,746      173,910      172,682      169,624       169,277
   Assets                               254,216      250,278      248,951      248,374      246,663      242,561       241,591
   Deposits                             195,609      192,570      199,176      196,792      197,447      188,347       189,713
   Shareholders equity                   26,993       26,133       25,862       25,347       24,658       24,183        23,970
Performance Ratios:
Return on average assets                   1.44%        1.51%        1.34%        1.34%        1.31%        1.36%         1.34%
Return on average common equity           13.57%       14.43%       12.82%       13.18%       13.12%        3.68%        13.45%
Equity to assets                          10.30%       10.28%       10.24%        9.94%        9.77%        9.80%         9.68%
Total risk-based capital                  14.72%       16.14%       16.33%       15.66%       15.28%       14.83%        14.52%
Net loan charge-offs as a percentage
   of average loans                        0.05%        0.03%        0.02%        0.12%      -0.01%         0.02%         0.03%
Nonperforming assets as a percentage
   of loans and other real estate          0.70%        0.77%        1.11%        0.69%       0.45%         0.51%         0.61%
Net interest margin                        4.76%        4.61%        4.46%        4.67%       4.74%         4.89%         4.81%
Efficiency ratio                          55.04%       55.75%       56.29%       56.12%      56.77%        55.06%        56.49%
Fee revenue as a percentage of
   average assets                          0.11%        0.11%        0.11%        0.11%       0.11%         0.11%         0.11%
Stock Price Information:
High                                     $27.00       $25.50       $25.50       $24.00      $23.00        $22.63        $22.50
Low                                       25.50        25.00        24.00        23.00       22.63         22.50         19.50
Market value at quarter end (2)           27.00        25.00        25.50        24.00       23.00         22.63         21.50

<FN>
(1)  All  per  share  amounts  (income and dividends) have been restated to
reflect the stock split in the form  of a 100 percent stock dividend issued
May 8, 1995.
(2) Market value at quarter end represents  the  average  of  bid and asked
prices.
</TABLE>
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITIONS AND RESULTS OF OPERATIONS


     Management  is not aware of any known trends, events, or uncertainties
that will have or  that  are reasonably likely to have a material effect on
the Company's liquidity, capital resources, or operations.

     Deposits increased $1,340,803  during  the  nine  month  period  ended
September 30, 1997.  Non-interest bearing deposits increased $1,824,259 and
interest-bearing  deposits  decreased  $483,456.  The Company's market area
continues to be highly rate competitive.  The Bank  completed  the purchase
of  two  branches  in  September  1997.    The  Bank  acquired  a  total of
$19,831,000 in deposits and $872,220 in loans from this acquisition.


     Loans   increased  $8,317,398  during  the  nine  month  period  ended
September 30,  1997.   The  company continues to be aggressive in acquiring
new loans.

     Investments decreased $2,435,619  during  the  nine month period ended
September 30, 1997.  The company's policy is to provide  funds for loans in
the communities it services, increases in the investment portfolio are made
to  satisfy  pledging  requirements for municipal deposits and  to  provide
higher earnings than could be obtained from short term fed funds.


LIQUIDITY

     Mid-Wisconsin manages  its  liquidity  to  provide  adequate  funds to
support   borrowing   requirements  and  deposit  flow  of  its  customers.
Management views liquidity  as  the  ability  to raise cash at a reasonable
cost  or  with  a  minimum  of  loss  and  as a measure  of  balance  sheet
flexibility to react to marketplace, regulatory  and  competitive  changes.
The  primary  sources  of  Mid-Wisconsin's  liquidity are marketable assets
maturing within one year.  At September 30, 1997,  the  carrying  value  of
debt  securities maturing within one year amounted to $6,397,853 or 11.988%
of  the   total  debt  securities  portfolio.    Mid-Wisconsin  also  holds
$1,359,207  in  marketable  equity securities. Mid-Wisconsin attempts, when
possible, to match relative maturities  of  assets  and  liabilities, while
maintaining the desired net interest margin.


CAPITAL RESOURCES

     As of September 30, 1997, shareholders' equity increased $1,783,493 to
$27,507,124  from $25,724,631 at December 31, 1996.  This net  increase  is
due to retention  of  current  year earnings and adjustments for unrealized
gains or losses.  Net unrealized gains were  $292,974 at September 30, 1997
and $176,005 at December 31, 1996.

     The primary capital to asset ratio was 9.61% as of September 30, 1997,
compared to 9.97% at December 31,  1996.   The company's risk-based capital
ratio  for Tier 1 (core) amounted to 13.59% and  total  risk-based  capital
amounted  to  14.72%.  This compares to Tier 1 (core) capital of 14.47% and
total risk-based capital of 15.66% at December 31, 1996.
<PAGE>

RESULTS OF OPERATIONS

     The company's  consolidated  net  income  for  the  three months ended
September 30, 1997, increased $107,480 or 13.287% to $916.383 from $808,903
for the three months ended September 30, 1996. The increase included income
of $241,039 resulting from the curtailment of the company's defined benefit
pension  plan,  which  was  paid  out on September 30, 1997.  Net  interest
income increased $84,744 during the  three months ended September 30, 1997,
over  the three months ended September  30,  1996.   Pricing  of  loans and
deposits remains competitive in the market area.

     Return  on average common stockholders' equity amounted to 14.04%  for
the three months ended September 30, 1997; compared to 13.54% for the three
months ended September 30, 1996.

     Return on  average  assets  for  the  three months ended September 30,
1997,  amounted  to 1.44%; compared to 1.32% for  the  three  months  ended
September 30, 1996.

     Net earnings  per  share  amounted  to   $ .49 per share for the three
months ended September 30, 1997, compared to    $  .43 for the three months
ended   September  30, 1996.  Cash dividends paid were  .15  per  share  in
September 1997 and .13 per share in September 1996.


PROVISION FOR CREDIT  LOSSES

     Management determines  the adequacy of the allowance for credit losses
based on past loan experience,  current economic conditions, composition of
the loan portfolio, and the potential  for  future  loss.  Accordingly, the
amount charged to expense is based on management's evaluation  of  the loan
portfolio.   It  is  the  Company's  policy that when available information
confirms that specific loans and leases,  or  portions  thereof,  including
impaired  loans, are uncollectible, these amounts are promptly charged  off
against the allowance.  The provision for credit losses was $30,000 for the
three months  ended  September  30,  1997, and $50,000 for the three months
ended September 30, 1996.  The allowance  for credit losses as a percentage
of  gross  loans outstanding was $2,029,548 or  1.11%  of  total  loans  on
September 30,  1997,  compared  to  $2,030,878  or  1.16% of total loans on
December  31,  1996.   Net  charge-offs  as a percentage of  average  loans
outstanding  were .02% during the three months  ended  September  30,  1997
compared to .02% for the three months ended September 30, 1996.

     Non-performing  loans are reviewed to determine exposure for potential
loss within each loan  category.   The adequacy of the allowance for credit
losses  is  assessed  based  on credit quality  and  other  pertinent  loan
portfolio information.  The reserve  for credit losses continues to provide
strong non-performing loan coverage, decreasing  to  160%  at September 30,
1997 from 189% at December 31, 1996.  The adequacy of the reserve  and  the
provision  for credit losses is consistent with the composition of the loan
portfolio and recent credit quality history.


NET INTEREST INCOME

     Net interest income is the most significant component in earnings. For
analysis purposes,  interest  earned  on tax exempt assets is adjusted to a
fully taxable equivalent basis.

     The net yield on interest earning assets shows the yield for the three
months ended September 30, 1997, to be  4.76%;  compared  to  4.74% for the
three  months  ended September 30, 1996. Decreases in the average  rate  on
earning assets along with increases in the average rate on interest bearing
liabilities contributed to the decrease in net interest margin. The company
is making an effort  to  increase net interest margin through the strategic
pricing of loans and deposits.
<PAGE>

     The average rate on earning assets increased .09% and the average rate
on interest bearing liabilities  increased .10%.  Interest spread decreased
 .01%.

NON-INTEREST INCOME

     Non-interest income, other than  net  security transactions and income
from pension plan curtailment, increased 5.96% to $448,991 during the three
months  ended September 30, 1997, from $423,684  during  the  three  months
ended September  30,  1996.  There  were no security gains during the three
months ended September 30, 1997 and security   losses  were  $66,071 during
the three months ended September 30, 1996.  Income from the curtailment  of
the  defined  benefit  pension  plan  was  $241,039.  Fee income on deposit
accounts  increased  $4,794  to  $159,475 during  the  three  months  ended
September 30, 1997, from $154,681  during  the three months ended September
30, 1996.  Other fee income increased $12,263, trust service fees increased
$12,433, insurance commissions decreased $4,700, and other operating income
increased $517.


NON-INTEREST EXPENSE

     Non-interest expenses increased 2.054%  to  $1,784,955  for  the three
months  ended  September  30,  1997,   from $1,749,033 for the three months
ended September 30, 1996.  The increase  in  expenses is due in part to the
start up costs associated with the opening of  the  new  branch  office  in
Phillips,  WI  which  opened  August 4, 1997 and the acquisition of the two
branches in Rhinelander, WI and  Lake  Tomahawk, WI.  There are no expenses
included  in other expenses that exceed 1%  of  total  interest  and  other
income for  either  1997  or  1996.  The  Company  is  expanding the use of
technology  throughout  its  banks  in order to provide increased  customer
service  and  allow for more efficient  consolidation  of  its  operational
areas.  Mid-Wisconsin  has  placed  emphasis  on increased productivity and
standardization of programs and procedures throughout all of its locations.


RETIREMENT PLANS

     The Company has terminated the defined benefit  pension plan effective
January  1,  1997  and  has established a new defined contribution  pension
plan effective January  1,  1997.   The final payout of the defined benefit
pension plan occurred on June 30, 1997.
<PAGE>

ITEM 5.  Other Information

     On September 22, 1997, Mid-Wisconsin  Bank completed  the purchase of
branch offices in Rhinelander, WI and Lake Tomahawk, WI  from  Marshall &
Ilsley Corporation's M&I Merchants Bank. The   acquisition    expands   Mid-
Wisconsin's market area into Oneida County.

     Management  is  addressing concerns related to the year 2000  and  all
costs associated with  correcting  year 2000 concerns are being expensed as
incurred.
<PAGE>

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits required by Item 601 of Regulation S-K

     The following exhibits are filed  as  part of this quarterly report on
Form 10-Q.

                                                               Incorporated
       Exhibit No. and Description                            Exhibit <dagger>

       (3)  Articles of Incorporation and Bylaws
             (a)  Articles of Incorporation, as amended                (a) (1)
             (b)  Bylaws, as amended September 20, 1995              3 (b) (1)
       (4)  Instruments defining the rights of security
            holders, including indentures
             (a)  Articles of Incorporation and
                  Bylaws (See (3)(a) and (b))
       (10) Material contracts:
           **(a)  Mid-Wisconsin Bank
                  Senior Officer Incentive Bonus Plan (1996-1997)   10 (a) (2)
           **(b)  Mid-Wisconsin Financial Services, Inc.
                  1991 Employee Stock Option Plan                   10 (b) (1)
           **(c)  Mid-Wisconsin Financial Services, Inc.
                  Directors' Deferred Compensation Plan             10 (a) (3)
           **(d)  Executive Officer Employment and Severance
                  Agreement                                         10 (a) (4)
           **(e)  1996 Executive Officer Bonus Plan
       (22) Subsidiaries of the registrant                          21 (1)
       (27) Financial Data Schedule

        **Denotes Executive Compensation Plans and Arrangements

     <dagger>  Where  exhibit has been previously filed and is incorporated
herein by reference, exhibit  numbers  set  forth  herein correspond to the
exhibit numbers where such exhibit can be found in the following reports of
the registrant (Commission File No. 0-18542) filed with  the Securities and
Exchange Commission:

     (1) Form 10-K for the year ended December 31, 1995, as  filed with the
         Commission on March 26, 1996.
     (2) Form  10-K  for  the year ended December 31, 1996, as filed  with  the
         Commission on March 26, 1997.
     (3) Form 10-K for  the year ended December 31, 1992, as filed with the
         Commission on March 30, 1993.
     (4) Form 10-Q for the  quarterly period ended March 31, 1996, as filed
         with the Commission on May 14, 1996.

(b)  No reports on Form 8-K have  been  filed during the quarter  for which
     this Form 10-Q is filed.
<PAGE>

                                 SIGNATURES


   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.


                                        MID-WISCONSIN FINANCIAL SERVICES, INC.



Date  November 7, 1997                          GENE C. KNOLL
                                                Gene C. Knoll,  President 
                                               (Principal Executive Officer)

Date  November 7, 1997                          LUCILLE BRANDNER
                                                Lucille Brandner, Controller
                                               (Principal Accounting Officer)

<PAGE>


                                 EXHIBIT INDEX
                                       to
                                    FORM 10-Q
                                       of
                      MID-WISCONSIN FINANCIAL SERVICES, INC.
                     for the period ended September 30, 1997
                    Pursuant to Section 102(d), Regulation S-T
                         (17 C.F.R. <section>232.102(d))


Exhibit 27.  Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE>     9
<MULTIPLIER>   1,000
       


<S>                                 <C>
<PERIOD-TYPE>                         9-MOS
<FISCAL-YEAR-END>                   Dec-31-1997
<PERIOD-END>                        Sep-30-1997
<CASH>                                   12,076
<INT-BEARING-DEPOSITS>                  178,845
<FED-FUNDS-SOLD>                              0
<TRADING-ASSETS>                              0
<INVESTMENTS-HELD-FOR-SALE>              54,729
<INVESTMENTS-CARRYING>                   54,729
<INVESTMENTS-MARKET>                     54,729
<LOANS>                                 183,159
<ALLOWANCE>                              (2,030)
<TOTAL-ASSETS>                          259,224
<DEPOSITS>                              203,753
<SHORT-TERM>                             17,929
<LIABILITIES-OTHER>                       3,633
<LONG-TERM>                               6,400
                         0
                                   0
<COMMON>                                    186
<OTHER-SE>                               27,322
<TOTAL-LIABILITIES-AND-EQUITY>          259,224

<INTEREST-LOAN>                           4,337
<INTEREST-INVEST>                           895
<INTEREST-OTHER>                              1
<INTEREST-TOTAL>                          5,233
<INTEREST-DEPOSIT>                        2,082
<INTEREST-EXPENSE>                        2,464
<INTEREST-INCOME-NET>                     1,769
<LOAN-LOSSES>                                30
<SECURITIES-GAINS>                            0
<EXPENSE-OTHER>                           1,785
<INCOME-PRETAX>                           1,403
<INCOME-PRE-EXTRAORDINARY>                1,403
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                                916
<EPS-PRIMARY>                              0.49
<EPS-DILUTED>                              0.49
<YIELD-ACTUAL>                             8.80
<LOANS-NON>                               1,021
<LOANS-PAST>                                 32
<LOANS-TROUBLED>                            217
<LOANS-PROBLEM>                             616
<ALLOWANCE-OPEN>                          2,031
<CHARGE-OFFS>                               148
<RECOVERIES>                                 57
<ALLOWANCE-CLOSE>                         2,030
<ALLOWANCE-DOMESTIC>                         90
<ALLOWANCE-FOREIGN>                           0
<ALLOWANCE-UNALLOCATED>                      54
        

</TABLE>


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