MIDWEST FEDERAL FINANCIAL CORP
15-12G, 1998-04-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                 UNITED STATES                    |     OMB APPROVAL         |
       SECURITIES AND EXCHANGE COMMISSION         |__________________________|
             Washington, D.C. 20549               |OMB Number:      3235-167 |
                                                  |Expires: November 30, 1995|
                                                  |Estimated average burden  |
                               FORM 15            |hours per response ....50 |
                                                  |__________________________|

     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
     12(g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
     FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

                                              Commission File Number 0-20331


                      MIDWEST FEDERAL FINANCIAL CORP.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


                   1159 EIGHTH STREET, BARABOO, WISCONSIN
           ------------------------------------------------------
            (Address, including zip code, and telephone number,
               including area code of registrant's principal
                             executive offices)


                   COMMON STOCK, PAR VALUE $.01 PER SHARE
          -------------------------------------------------------
          (Title of each class of securities covered by this Form)

                                    None
   ----------------------------------------------------------------------
           (Titles of all other classes of securities for which a
         duty to file reports under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(1)(i)    (X)            Rule 12h-3(b)(1)(i)    ( )
       Rule 12g-4(a)(1)(ii)   (  )           Rule 12h-3(b)(1)(ii)   ( )
       Rule 12g-4(a)(2)(i)    (  )           Rule 12h-3(b)(2)(i)    ( )
       Rule 12g-4(a)(2)(ii)   (  )           Rule 12h-3(b)(2)(ii)   ( )
       Rule 15d-6             (  )

      Approximate number of holders of record as of the certification or
                              notice date: 1
      ------------------------------------------------------------------

      Pursuant to the requirements of the Securities Exchange Act of 1934
Midwest Federal Financial Corp. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


Date:  March 30, 1998                     By:  /s/ Gary E. Wegner
       -------------------------------       ------------------------------
                                                   Gary E. Wegner
                                                   President



Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of
the General Rules and Regulations under the Securities Exchange Act of
1934. The registrant shall file with the Commission three copies of Form
15, one of which shall be manually signed. It may be signed by an officer
of the registrant, by counsel or by any other duly authorized person. The
name and title of the person signing the form shall be typed or printed
under the signature.






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