<PAGE>

          As filed with the Securities and Exchange Commission on July 7, 1998
                                                    Registration No. 333-______
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ----------

                           MIDWEST BANC HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             36-3252484
(State or Other Jurisdiction   501 West North Avenue         (I.R.S. Employer
      of Incorporation or     Melrose Park, Illinois 60160  Identification No.)
           Organization)
    (Address, including zip code of registrant's principal executive office)
                              --------------------

                           MIDWEST BANC HOLDINGS, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------

                                 Robert L. Woods
                      President and Chief Executive Officer
                           MIDWEST BANC HOLDINGS, INC.
                              501 West North Avenue
                          Melrose Park, Illinois 60160
                                 (708) 865-1053
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies To:
                              Steven J. Gray, Esq.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                              222 N. LaSalle Sreet
                             Chicago, Illinois 60601
                                 (312) 609-7500
                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                   Amount to              Proposed             Proposed Maximum            Amount of
     Title of Securities               be              Maximum Offering        Aggregate Offering        Registration
       to Be Registered            Registered         Price Per Share(1)           Price (1)                 Fee
-----------------------------  ------------------- -----------------------  ------------------------  ------------------
<S>                                <C>                <C>                      <C>                       <C>

Common Stock, par value                                                         
$.01 per share                       500,000               $17.875                $8,937,500                $2,637
========================================================================================================================
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee
    pursuant to Rule 457.

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS



Note:    The documents containing the information required by this section will
         be given to employees eligible to participate in the Midwest Banc
         Holdings, Inc. 1996 Stock Option Plan (the "Plan") and are not required
         to be filed with the Securities and Exchange Commission (the
         "Commission") as a part of the Registration Statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by Midwest Banc
Holdings, Inc., a Delaware corporation (the "Company") are incorporated, as of
their respective dates, in this Registration Statement by reference:

         A.       The Prospectus, dated February 23, 1998, filed pursuant to 
                  Rule 424(b)(4) in connection with the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-42827).

         B.       All other reports filed by the Company pursuant to 
                  Sections 13(a) or 15(d) of the Securities Exchange Act
                  of 1934 ("Exchange Act") since February 23, 1998.

         C.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement filed pursuant to Section 12
                  of the Exchange Act on Form 8-A (Registration No. 001-13735)
                  and any amendment or report filed for the purpose of updating
                  such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that no Director of
the Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a Director; provided, however,
that Directors will have liability (i) for any breach of a Director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"),
or (iv) for any transaction from which the Director derived an improper personal
benefit.

         The Company's By-Laws provide that the Company will indemnify, to the
full extent permitted under the DGCL, any person made or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a Director, officer, employee or agent of the Company, or is
or was serving at the Company's request as a Director, officer, employee or
agent of another corporation or other enterprise against liabilities and
expenses reasonably incurred or paid by such person in connection with such
action, suit or proceeding. Expenses incurred in defending a civil,


                                       2
<PAGE>

criminal, administrative, investigative or other action, suit or proceeding may
be paid by the Company in advance of a final disposition in accordance with the
DGCL. The indemnification and advancement of expenses provided by the By-Laws
are not to be deemed exclusive of any other rights to which any person
indemnified may be entitled under any by-law, statute, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and will continue as to a person who has ceased to be such Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. The Company may purchase and
maintain insurance on behalf of any indemnified person against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the By-Laws. The provisions of the By-Laws are
deemed a contract between the Company and each Director, officer, employee and
agent who serves in any such capacity at any time while the By-Laws and relevant
provisions of the DGCL, or other applicable law, if any, are in effect, and any
repeal or modification of any such law or of the By-Laws will not affect any
right or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon such state of facts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Restated Certificate of Incorporation, as amended
                  (incorporated by reference to Exhibit 3.1 to
                  Registration Statement No. 333-42827)

         4.2      By-Laws, as amended (incorporated by reference to
                  Exhibit 3.2 to Registration Statement No. 333-42827)

         4.3      Specimen Common Stock Certificate (incorporated by
                  reference to Exhibit 4.1 to Registration
                  Statement No. 333-42827)

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding
                  the legality of any original issuance of Common Stock

         23.1     Consent of Crowe, Chizek and Company LLP

         23.2     Consent of Vedder, Price, Kaufman & Kammholz (included
                  in Exhibit 5.1)

         24.1     Power of Attorney (included on the signature pages
                  of the Registration Statement)

         99.1     The Midwest Banc Holdings, Inc. 1996 Stock Option Plan
                  (incorporated by reference to Exhibit 10.3 to Registration
                  Statement No. 333-42927)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the Registration Statement;

                                       3
<PAGE>

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in this
                  Registration Statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  herein, and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant pursuant
                  to the foregoing provisions, or otherwise, the registrant
                  has been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director,
                  officer or controlling person of the registrant in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to 
                  a court of appropriate jurisdiction the question whether 
                  such indemnification by it is against policy as expressed 
                  in the Act and will be governed by the final adjudication 
                  of such issue.

                                       4
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melrose Park, State of Illinois, on this 7th day
of July, 1998.

                                            MIDWEST BANC HOLDINGS, INC.



                                            By:/s/ Robert L. Woods
                                               --------------------------------
                                                     Robert L. Woods
                                                     President and
                                                     Chief Executive Officer


         We, the undersigned officers and directors of Midwest Banc Holdings,
Inc., and each of us, do hereby constitute and appoint each and any of Robert L.
Woods and Edward H. Sibbald, our true and lawful attorney and agent, with full
power of substitution and resubstitution, to do any and all acts and things in
our name and behalf in any and all capacities and to execute any and all
instruments for us in our names in any and all capacities, which attorney and
agent may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


                SIGNATURE                  TITLE                   DATE
                ---------                  -----                   ----


/s/ E.V. Silveri                    Chairman of the Board        July 1, 1998
--------------------------------
          E.V. Silveri


/s/ Robert L. Woods                 Director, President and      July 1, 1998
-------------------------------     Chief Executive Officer
          Robert L. Woods


/s/ Angelo A. DiPaolo               Director                     July 3, 1998
-------------------------------
          Angelo A. DiPaolo

                                       5

<PAGE>

              SIGNATURE                   TITLE                    DATE
              ---------                   -----                    ----

/s/ Daniel Nagle                    Director                     July 6, 1998
------------------------------
         Daniel Nagle


/s/ Joseph Rizza                    Director                     July 2, 1998
------------------------------
         Joseph Rizza


/s/ LeRoy Rosasco                   Director                     July 3, 1998
------------------------------
         LeRoy Rosasco


/s/ Robert D. Small                 Director                     July 2, 1998
------------------------------
         Robert D. Small


/s/ Leon Wolin                      Director                     July 2, 1998
------------------------------
         Leon Wolin


/s/ Edward H. Sibbald              Executive Vice President      July 1, 1998
------------------------------     and Chief Financial Officer
         Edward H. Sibbald         


/s/ Daniel R. Kadolph              Vice President and            July 1, 1998
------------------------------     Comptroller
        Daniel R. Kadolph

                                       6

<PAGE>

                                INDEX TO EXHIBITS



EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  ----------------------


4.1      Restated Certificate of Incorporation, as amended (incorporated by
         reference to Exhibit 3.1 to Registration Statement No. 333-42827)

4.2      By-Laws as amended (incorporated by reference to Exhibit 3.2 to
         Registration Statement No. 333-42827)

4.3      Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
         to Registration Statement No. 333-42827)

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality
         of any original issuance of Common Stock

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 5.1)

24.1     Power of Attorney (included on the signature pages of the Registration
         Statement)

99.1     The Midwest Banc Holdings, Inc. 1996 Stock Option Plan (incorporated
         by reference to Exhibit 10.3 to Registration Statement No. 333-42827)

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19148}]
{"company-data": {"conformed-name": "MIDWEST BANC HOLDINGS INC", "cik": "0001051379", "assigned-sic": "6021", "irs-number": "363252484", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58649", "film-number": "98661501"}, "business-address": {"street1": "501 W NORTH AVE", "city": "MELROSE PARK", "state": "IL", "zip": "60160", "phone": "7088651053"}, "mail-address": {"street1": "501 WEST NORTH AVENUE", "city": "MELROSE PARK", "state": "IL", "zip": "60160"}}
As filed with the Securities and Exchange Commission on July 7, 1998
                                                    Registration No. 333-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ----------

                           MIDWEST BANC HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             36-3252484
(State or Other Jurisdiction   501 West North Avenue         (I.R.S. Employer
      of Incorporation or     Melrose Park, Illinois 60160  Identification No.)
           Organization)
    (Address, including zip code of registrant's principal executive office)
                              --------------------

                           MIDWEST BANC HOLDINGS, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------

                                 Robert L. Woods
                      President and Chief Executive Officer
                           MIDWEST BANC HOLDINGS, INC.
                              501 West North Avenue
                          Melrose Park, Illinois 60160
                                 (708) 865-1053
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies To:
                              Steven J. Gray, Esq.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                              222 N. LaSalle Sreet
                             Chicago, Illinois 60601
                                 (312) 609-7500
                                   ----------

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                   Amount to              Proposed             Proposed Maximum            Amount of
     Title of Securities               be              Maximum Offering        Aggregate Offering        Registration
       to Be Registered            Registered         Price Per Share(1)           Price (1)                 Fee
-----------------------------  ------------------- -----------------------  ------------------------  ------------------
Common Stock, par value                                                         
$.01 per share                       500,000               $17.875                $8,937,500                $2,637
========================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee
    pursuant to Rule 457.
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Note:    The documents containing the information required by this section will
         be given to employees eligible to participate in the Midwest Banc
         Holdings, Inc. 1996 Stock Option Plan (the "Plan") and are not required
         to be filed with the Securities and Exchange Commission (the
         "Commission") as a part of the Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by Midwest Banc
Holdings, Inc., a Delaware corporation (the "Company") are incorporated, as of
their respective dates, in this Registration Statement by reference:

         A.       The Prospectus, dated February 23, 1998, filed pursuant to 
                  Rule 424(b)(4) in connection with the Company's Registration
                  Statement on Form S-1, as amended (Reg. No. 333-42827).

         B.       All other reports filed by the Company pursuant to 
                  Sections 13(a) or 15(d) of the Securities Exchange Act
                  of 1934 ("Exchange Act") since February 23, 1998.

         C.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement filed pursuant to Section 12
                  of the Exchange Act on Form 8-A (Registration No. 001-13735)
                  and any amendment or report filed for the purpose of updating
                  such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that no Director of
the Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a Director; provided, however,
that Directors will have liability (i) for any breach of a Director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"),
or (iv) for any transaction from which the Director derived an improper personal
benefit.

         The Company's By-Laws provide that the Company will indemnify, to the
full extent permitted under the DGCL, any person made or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a Director, officer, employee or agent of the Company, or is
or was serving at the Company's request as a Director, officer, employee or
agent of another corporation or other enterprise against liabilities and
expenses reasonably incurred or paid by such person in connection with such
action, suit or proceeding. Expenses incurred in defending a civil,

                                       2
criminal, administrative, investigative or other action, suit or proceeding may
be paid by the Company in advance of a final disposition in accordance with the
DGCL. The indemnification and advancement of expenses provided by the By-Laws
are not to be deemed exclusive of any other rights to which any person
indemnified may be entitled under any by-law, statute, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and will continue as to a person who has ceased to be such Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person. The Company may purchase and
maintain insurance on behalf of any indemnified person against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the By-Laws. The provisions of the By-Laws are
deemed a contract between the Company and each Director, officer, employee and
agent who serves in any such capacity at any time while the By-Laws and relevant
provisions of the DGCL, or other applicable law, if any, are in effect, and any
repeal or modification of any such law or of the By-Laws will not affect any
right or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon such state of facts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Restated Certificate of Incorporation, as amended
                  (incorporated by reference to Exhibit 3.1 to
                  Registration Statement No. 333-42827)

         4.2      By-Laws, as amended (incorporated by reference to
                  Exhibit 3.2 to Registration Statement No. 333-42827)

         4.3      Specimen Common Stock Certificate (incorporated by
                  reference to Exhibit 4.1 to Registration
                  Statement No. 333-42827)

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding
                  the legality of any original issuance of Common Stock

         23.1     Consent of Crowe, Chizek and Company LLP

         23.2     Consent of Vedder, Price, Kaufman & Kammholz (included
                  in Exhibit 5.1)

         24.1     Power of Attorney (included on the signature pages
                  of the Registration Statement)

         99.1     The Midwest Banc Holdings, Inc. 1996 Stock Option Plan
                  (incorporated by reference to Exhibit 10.3 to Registration
                  Statement No. 333-42927)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the Registration Statement;

                                       3
(2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in this
                  Registration Statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  herein, and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant pursuant
                  to the foregoing provisions, or otherwise, the registrant
                  has been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable.  In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director,
                  officer or controlling person of the registrant in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to 
                  a court of appropriate jurisdiction the question whether 
                  such indemnification by it is against policy as expressed 
                  in the Act and will be governed by the final adjudication 
                  of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melrose Park, State of Illinois, on this 7th day
of July, 1998.

                                            MIDWEST BANC HOLDINGS, INC.

                                            By:/s/ Robert L. Woods
                                               --------------------------------
                                                     Robert L. Woods
                                                     President and
                                                     Chief Executive Officer

         We, the undersigned officers and directors of Midwest Banc Holdings,
Inc., and each of us, do hereby constitute and appoint each and any of Robert L.
Woods and Edward H. Sibbald, our true and lawful attorney and agent, with full
power of substitution and resubstitution, to do any and all acts and things in
our name and behalf in any and all capacities and to execute any and all
instruments for us in our names in any and all capacities, which attorney and
agent may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

                SIGNATURE                  TITLE                   DATE
                ---------                  -----                   ----

/s/ E.V. Silveri                    Chairman of the Board        July 1, 1998
--------------------------------
          E.V. Silveri

/s/ Robert L. Woods                 Director, President and      July 1, 1998
-------------------------------     Chief Executive Officer
          Robert L. Woods

/s/ Angelo A. DiPaolo               Director                     July 3, 1998
-------------------------------
          Angelo A. DiPaolo

                                       5
SIGNATURE                   TITLE                    DATE
              ---------                   -----                    ----

/s/ Daniel Nagle                    Director                     July 6, 1998
------------------------------
         Daniel Nagle

/s/ Joseph Rizza                    Director                     July 2, 1998
------------------------------
         Joseph Rizza

/s/ LeRoy Rosasco                   Director                     July 3, 1998
------------------------------
         LeRoy Rosasco

/s/ Robert D. Small                 Director                     July 2, 1998
------------------------------
         Robert D. Small

/s/ Leon Wolin                      Director                     July 2, 1998
------------------------------
         Leon Wolin

/s/ Edward H. Sibbald              Executive Vice President      July 1, 1998
------------------------------     and Chief Financial Officer
         Edward H. Sibbald         

/s/ Daniel R. Kadolph              Vice President and            July 1, 1998
------------------------------     Comptroller
        Daniel R. Kadolph

                                       6
INDEX TO EXHIBITS

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  ----------------------

4.1      Restated Certificate of Incorporation, as amended (incorporated by
         reference to Exhibit 3.1 to Registration Statement No. 333-42827)

4.2      By-Laws as amended (incorporated by reference to Exhibit 3.2 to
         Registration Statement No. 333-42827)

4.3      Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
         to Registration Statement No. 333-42827)

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality
         of any original issuance of Common Stock

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 5.1)

24.1     Power of Attorney (included on the signature pages of the Registration
         Statement)

99.1     The Midwest Banc Holdings, Inc. 1996 Stock Option Plan (incorporated
         by reference to Exhibit 10.3 to Registration Statement No. 333-42827)

                                       7