As filed with the Securities and Exchange Commission on July 10, 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 Organization) Melrose Park, Illinois 60160   Identification 
                                                                       No.) 
    (Address, including zip code of registrant's principal executive office)
                              --------------------

                           MIDWEST BANC HOLDINGS, INC.
                           EMPLOYEES' RETIREMENT 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 North LaSalle Street
                                   Suite 2500
                             Chicago, Illinois 60601
                                 (312) 609-7500
                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                              Amount to          Proposed Maximum          Proposed Maximum               Amount of
   Title of Securities           be                 Offering             Aggregate Offering            Registration
   to Be Registered         Registered(1)      Price Per Share (2)             Price (2)                     Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                       <C>                            <C>
Common Stock, par value       100,000             $17.875                    $1,787,500                    $528
$.01 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.
====================================================================================================================================
</TABLE>

<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. Employees' Retirement Plan (the "401(k) 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 with the Commission
                  pursuant to Section 12 of the Exchange Act on Form 8-A
                  (Reg. No. 001-13735) and all amendments or reports
                  filed for the purpose of updating such description.

         D.       The 401(k) Plan Annual Report on Form 11-K (Reg. No.
                  001-13735) for the year ended December 31, 1997, filed
                  pursuant to Section 15(d) of the Exchange Act.

         All documents filed by the Company pursuant to Section 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 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 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, 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

                                       2

<PAGE>

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 of Registration
                  Statement No. 333-42827).

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

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 of Registration Statement 333-42827).

         23       Consent of Crowe, Chizek and Company LLP.

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

         99       The Midwest Banc Holdings, Inc. Employees' Retirement Plan.

         The Registrant hereby undertakes that it will submit or has submitted
the 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the 401(k) Plan.

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;

                  (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 and each filing of the Plan's annual
                  report pursuant to 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

                                       3
<PAGE>

                  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 10th
day of July, 1998.

                                    MIDWEST BANC HOLDINGS, INC.



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

         We, the undersigned 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
     Robert L. Woods          Chief Executive Officer


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


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


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

                                        5

<PAGE>

      Signature                      Title                      Date


/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
     Edward H. Sibbald       and Chief Financial Officer


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

         Pursuant to the requirements of the Securities Act of 1933, the trustee
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 the 10th day of July, 1998.


                                                   MIDWEST BANC HOLDINGS, INC.
                                                   EMPLOYEES' RETIREMENT PLAN



                                                   MIDWEST TRUST SERVICES, INC.

                                                   By:/s/ Brad A. Luecke
                                                   -----------------------------
                                                   Brad A. Luecke, Trust Officer

                                       6

<PAGE>

                                INDEX TO EXHIBITS


      Exhibit                             Description of Exhibit
      Number

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

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

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 of Registration Statement 333-42827).

         23       Consent of Crowe, Chizek and Company LLP.

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

         99       The Midwest Banc Holdings, Inc. Employees' Retirement Plan.

                                        7
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE'S RETIREMENT PLAN", "secsgml_size_bytes": 20092}]
{"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": "333-58899", "film-number": "98664731"}, "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 10, 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 Organization) Melrose Park, Illinois 60160   Identification 
                                                                       No.) 
    (Address, including zip code of registrant's principal executive office)
                              --------------------

                           MIDWEST BANC HOLDINGS, INC.
                           EMPLOYEES' RETIREMENT 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 North LaSalle Street
                                   Suite 2500
                             Chicago, Illinois 60601
                                 (312) 609-7500
                                   ----------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                              Amount to          Proposed Maximum          Proposed Maximum               Amount of
   Title of Securities           be                 Offering             Aggregate Offering            Registration
   to Be Registered         Registered(1)      Price Per Share (2)             Price (2)                     Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value       100,000             $17.875                    $1,787,500                    $528
$.01 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
(2)  Estimated solely for the purpose 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. Employees' Retirement Plan (the "401(k) 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 with the Commission
                  pursuant to Section 12 of the Exchange Act on Form 8-A
                  (Reg. No. 001-13735) and all amendments or reports
                  filed for the purpose of updating such description.

         D.       The 401(k) Plan Annual Report on Form 11-K (Reg. No.
                  001-13735) for the year ended December 31, 1997, filed
                  pursuant to Section 15(d) of the Exchange Act.

         All documents filed by the Company pursuant to Section 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 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 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, 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

                                       2
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 of Registration
                  Statement No. 333-42827).

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

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 of Registration Statement 333-42827).

         23       Consent of Crowe, Chizek and Company LLP.

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

         99       The Midwest Banc Holdings, Inc. Employees' Retirement Plan.

         The Registrant hereby undertakes that it will submit or has submitted
the 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the 401(k) Plan.

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;

                  (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 and each filing of the Plan's annual
                  report pursuant to 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

                                       3
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 10th
day of July, 1998.

                                    MIDWEST BANC HOLDINGS, INC.

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

         We, the undersigned 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
     Robert L. Woods          Chief Executive Officer

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

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

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

                                        5
Signature                      Title                      Date

/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
     Edward H. Sibbald       and Chief Financial Officer

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

         Pursuant to the requirements of the Securities Act of 1933, the trustee
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 the 10th day of July, 1998.

                                                   MIDWEST BANC HOLDINGS, INC.
                                                   EMPLOYEES' RETIREMENT PLAN

                                                   MIDWEST TRUST SERVICES, INC.

                                                   By:/s/ Brad A. Luecke
                                                   -----------------------------
                                                   Brad A. Luecke, Trust Officer

                                       6
INDEX TO EXHIBITS

      Exhibit                             Description of Exhibit
      Number

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

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

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 of Registration Statement 333-42827).

         23       Consent of Crowe, Chizek and Company LLP.

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

         99       The Midwest Banc Holdings, Inc. Employees' Retirement Plan.

                                        7