<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mid-Iowa Financial Corp.
--------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------------------
(Title of Class of Securities)
59540A 10 0
--------------------
(CUSIP Number)
Gary R. Hill
123 West Second Street North
Newton, Iowa 50208
--------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
February 17, 1997
--------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
<PAGE>
<PAGE>
CUSIP No. 59540A 10 0 13D/A
1. Name of reporting person: Gary R. Hill
SSN of reporting person:
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Sources of funds: PF
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States of
America
Number of 7. Sole Voting Power: 53,582
shares
beneficially 8. Shared Voting Power: 40,950
owned by
each 9. Sole Dispositive Power: 53,582
reporting
person with 10. Shared Dispositive Power: 40,950
11. Aggregate amount beneficially owned by each reporting
person: 122,532
(includes 28,000 shares deemed owned under Rule 13d-3(d))
12. Check box if the aggregate amount in Row 11 excludes certain
shares: [ ]
13. Percent of class represented by amount in Row 11: 7.19%
14. Type of reporting person: IN
<PAGE>
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
the common stock, $.01 par value (the "Common Stock"), of Mid-
Iowa Financial Corp. ("Mid-Iowa"), Newton, Iowa, a savings and
loan holding company with its main office located at 123 West
Second Street North, Newton, Iowa 50208.
Item 2. Identity and Background.
(a) Name: Gary R. Hill
(b) Business Address: 123 West Second Street North,
Newton, Iowa 50208
(c) Principal Occupation: Executive Vice President,
Secretary and Treasurer of Mid-Iowa
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
The reporting person acquired beneficial ownership of such
122,532 shares as follows:
Mr. Hill acquired 53,582 shares of directly owned by him, his
wife acquired 19,350 shares of Common Stock directly owned by
her, and their minor children acquired 2,400 shares directly
owned by them in open market purchases. Such purchases were
obtained with personal funds.
On February 17, 1997, options to purchase 8,000 shares of Common
Stock were granted to Mr. Hill under Mid-Iowa's 1992 Stock Option
and Incentive Plan (the "1992 Option Plan"). On that date,
options to purchase 20,000 shares of Common Stock were granted to
Mr. Hill under the Mid-Iowa 1997 Stock Option Plan (the "1997
Option Plan"). All 28,000 shares may be acquired within 60 days
of the date of this statement upon the exercise of such options.
This amount includes 9,792 restricted shares awarded to Mr. Hill
under Mid-Iowa's Management Recognition and Retention Plan (the
"MRP"), all of such shares are vested and were acquired without
payment therefor.
Also included are 9,600 shares held by the Profit Sharing Plan of
Mid-Iowa Savings Bank, F.S.B. (the "Bank"), a subsidiary of Mid-
Iowa, and 9,600 shares held by the Bank's Retirement Plan, for
which Mr. Hill is one of three trustees.
<PAGE>
<PAGE>
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired for
investment. Depending upon a continuing assessment and upon
future developments, the reporting person may determine, from
time to time or at any time, to purchase additional shares of
Mid-Iowa for investment or dispose of shares of Mid-Iowa Common
Stock. As Executive Vice President and Treasurer of Mid-Iowa,
Mr. Hill regularly explores potential actions and transactions
which may be advantageous to Mid-Iowa, including possible
mergers, acquisitions, reorganizations or other material changes
in the business, corporate structure, management policies,
governing instruments, securities or regulatory or reporting
obligations of Mid-Iowa. Except as noted above, Mr. Hill has no
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
Mid-Iowa, or the disposition of securities of Mid-Iowa;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Mid-Iowa or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Mid-
Iowa or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of Mid-Iowa, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of Mid-Iowa;
(f) Any other material change in Mid-Iowa's business or
corporate structure;
(g) Changes in Mid-Iowa's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Mid-Iowa by any
person;
(h) Causing a class of securities of Mid-Iowa to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
<PAGE>
<PAGE>
(i) A class of equity securities of Mid-Iowa becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Hill beneficially owns an aggregate of 122,532 shares
constituting 7.19% of the total shares of Mid-Iowa Common
Stock issued and outstanding as of the date of this
statement.
(b) Of the 122,532 shares owned beneficially by Mr. Hill:
Mr. Hill has sole voting and dispositive power over 53,582
shares.
Mr. Hill has shared voting and dispositive power with:
(a) the other two trustees of the Bank's Profit Sharing
Plan and the Bank's Retirement Plan; which hold 9,600
shares and 9,600 shares, respectively; (b) his spouse
who holds 19,350 shares; and (c) his minor children who
hold 2,400 shares.
Mr. Hill has no voting or dispositive power with respect to
28,000 shares underlying options granted under the 1992
Option Plan and the 1997 Option Plan which may be acquired
within 60 days from the date of this statement. Upon the
exercise of such options, Mr. Hill would have sole voting
and dispositive power over these shares.
(c) On February 17, 1997, Mr. Hill was granted an award of
options to purchase 8,000 shares of Common Stock under the
1992 Option Plan and was granted an award of options to
purchase 20,000 shares of Common Stock under the 1997
Option Plan. The options granted pursuant to the 1992
Option Plan and 1997 Option Plan were immediately and fully
exercisable as of February 17, 1997 at a per share exercise
price equal to the fair market value of one share of Common
Stock determined as of February 17, 1997, in accordance with
the terms of each plan.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by Mr. Hill.
(e) Not applicable.
<PAGE>
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Hill and any other
person with respect to any securities of the issuer, including
but not limited to, transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, divisions of profits or loss, or
the giving or withholding of proxies. None of the Mid-Iowa
Common Stock beneficially owned by Mr. Hill is pledged or
otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such
shares.
Item 7. Material to be Filed as Exhibits.
None.<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 27, 1997 /s. Gary R. Hill
----------------------------
Gary R. Hill
