<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
Mid-Iowa Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59540A100
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 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 / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of 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 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 1 of 7 Pages
<PAGE>
CUSIP No. 59540A100
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
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
_________________________________________________________________
Number of 7. Sole Voting Power 11,700
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 11,700
ing Person 10. Shared Dispositive
with Power -0-
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 11,700*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) .69%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
<PAGE>
CUSIP No. 59540A100
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
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
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 11,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 11,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 11,700*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) .69%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement Susan B. Davis may be deemed, pursuant to Rules
13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of 11,700 shares of
the Company's Common Stock, par value $.01 per share, held in the
name of her husband, Jerome H. Davis.
Page 3 of 7 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of
Jerome H. Davis, with respect to the Common Stock, par value $.01
per share ("Common Stock") of Mid-Iowa Financial Corp., a
Delaware Corporation ("Mid-Iowa") is hereby amended as set forth
below.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby supplemented by the addition of the
following:
"Mr. Davis paid an aggregate of $19,912.50 for an
aggregate of 2,700 shares of Common Stock owned by him. All
shares were purchased in an over-the-counter transaction through
a standard brokerage account maintained by Mr. Davis. All such
shares were purchased with personal funds of Mr. Davis."
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby further supplemented
by the addition of the following information:
"The disposition of Common Stock, as set forth on
Schedule A hereto, reflects investment decisions consistent
with the purpose for which such shares of Common Stock were
acquired."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
beneficially owned by Mr. and Mrs. Davis for the purposes of
this Statement is 11,700, representing .69% percent of the
outstanding shares of Common Stock, based on 1,676,488
shares of Common Stock disclosed by Mid-Iowa as outstanding
on May 28, 1997. All such shares of Common Stock are held in
the name of Mr. Davis.
(b) (i) Subject to the matters referred to in
paragraph (a) hereof, Mr. Davis has sole power to vote or
direct the vote and sole power to dispose or direct the
disposition of the 11,700 shares of Common Stock owned by
him.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i), Mrs. Davis may be deemed to have
shared power to vote or direct the vote and shared power to
dispose or direct the disposition of the 11,700 shares of
Common Stock owned by Mr. Davis."
Page 4 of 7 Pages
<PAGE>
B. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis
since May 1, 1997 (the date of the original Statement) is
set forth in Schedule A attached hereto and incorporated
herein by reference."
C. Item 5 of the Statement is hereby supplemented by
adding paragraph (e) to read in its entirety as follows:
"Mr. and Mrs. Davis ceased to be beneficial owners of
more than 5% of the Common Stock of Mid-Iowa on May 28,
1997. Mr. and Mrs. Davis presently own .69% of the
outstanding shares of Common Stock of Mid-Iowa."
Page 5 of 7 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
5/28/97 Jerome H. Davis
Date (Signature)
5/28/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Mid-Iowa Financial Corp. by
Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. Davis:
1. 5/5/97 2,700 $7.375 OTC **<F4>
Mr. and Mrs. Davis:
2. 5/28/97 (81,252) 8.85 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
