As filed with the Securities and Exchange Commission on November 3, 2003
                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933
                             ----------------------
                          FIRST MIDWEST FINANCIAL, INC.
                  (Exact name of Registrant as specified in its
                                    charter)

                      Delaware                     42-1406262
              (State or other jurisdiction     (I.R.S. Employer
          of incorporation or organization)     Identification No.)

                                  Fifth at Erie
                              Storm Lake, IA 50588
                                 (712) 732-4117
                            (712) 732-7105 facsimile
                    (Address of Principal Executive Offices)

            FIRST MIDWEST FINANCIAL, INC. 2002 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                                 James S. Haahr
                             Chief Executive Officer
                          First Midwest Financial, Inc.
                                  Fifth at Erie
                              Storm Lake, IA 50588
                                 (712) 732-4117
                            (712) 732-7105 facsimile
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             With copies to each of:

            Donald J. Winchell                        Jeffrey M. Werthan
          Chief Financial Officer               Katten Muchin Zavis Rosenman
                 Fifth at Erie                 1025 Thomas Jefferson Street, NW
           Storm Lake, IA 50588                       East Lobby, 7th Floor
                                                       Washington, DC 20007


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


Title of each class of                             Proposed maximum        Proposed maximum
securities to be          Amount to be            offering price per      aggregate offering          Amount of
registered                registered (1)               share (2)                price             registration fee
----------                --------------               ---------                -----             ----------------
<C>                       <C>                            <C>                   <C>                    <C>
Common Stock
$0.01 par value           200,000                        $22.26                 $4,452,000                $360.17
</TABLE>

<PAGE>






(1) The  number of shares of common  stock,  par value  $.01 per share  ("Common
Stock"),  stated above  consists of the aggregate  number of shares which may be
sold upon the exercise of options or stock grants which have been granted and/or
may hereafter be granted under the First  Midwest  Financial,  Inc. 2002 Omnibus
Incentive Plan (the "Plan"). The maximum number of shares which may be sold upon
the exercise of such options or stock grants issued under the Plan is subject to
adjustment in accordance with certain  anti-dilution and other provisions of the
Plan.  Accordingly,  pursuant  to Rule 416 of the  Securities  Act of  1933,  as
amended (the "Securities Act of 1933"),  this Registration  Statement covers, in
addition to the number of shares stated above, an indeterminate number of shares
which may be subject to grant or otherwise  issuable  after the operation of any
such anti-dilution and other provisions.

(2)  This  calculation  is  made  solely  for the  purpose  of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933 as follows:  (i) in the case of shares of Common  Stock which may be
purchased upon exercise of outstanding grants or options,  the fee is calculated
on the basis of the price at which the options or grants may be  exercised,  and
(ii) in the case of shares of Common  Stock for which  options have not yet been
granted,  and the  option  price  of  which  is  therefore  unknown,  the fee is
calculated on the basis of the average of the high and low sale prices per share
of the Common Stock on the National Market System of the National Association of
Securities Dealers Automated Quotation System (NASDAQ) on October 28, 2003.




<PAGE>



                                EXPLANATORY NOTE
                                ----------------

In accordance with the instructional  Note to Part I of Form S-8, as promulgated
by the Securities and Exchange  Commission (the  "Commission"),  the information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plan.


                                       I-1



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

The  following  documents,  filed by the  Registrant  with the  Commission,  are
incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 2002, filed with the Commission on December 27, 2002;

     (b)  The  Registrant's  Definitive  Proxy  Statement on Schedule 14A, filed
          with the Commission on December 18, 2002;

     (c)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2003, filed with the Commission on August 14, 2003;

     (d)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2003, filed with the Commission on May 15, 2003;

     (e)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended  December 31, 2002,  filed with the  Commission  on February 14,
          2003;

     (f)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on October 27, 2003;

     (g)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on October 8, 2003;

     (h)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on July 21, 2003;

     (i)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on July 8, 2003;

     (j)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on June 26, 2003;

     (k)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on April 29, 2003;

     (l)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on January 28, 2003;

     (m)  The description of the common stock,  par value $.01 per share, of the
          Registrant  contained in the  Registrant's  Registration  Statement on
          Form 8-A (File No.  0-22140)  filed  with the  Commission  on July 23,
          1993,  and all amendments or reports filed for the purpose of updating
          such description.

     All  reports and other  documents  filed by the  Registrant  after the date
     hereof  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
     Exchange  Act of 1934  prior to the  filing of a  post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such reports and documents.

Item 4. Description of Securities.
        -------------------------

          Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

The validity of the issuance of the shares of Common Stock registered under this
Registration  Statement has been passed upon for the Registrant by Katten Muchin
Zavis Rosenman of Washington, DC. The fair market value of all securities of the
Registrant owned, received or to be received, or subject to options, warrants or
rights  received or to be received by members of Katten  Muchin Zavis  Rosenman,
including  certain members of their families and trusts for their benefit,  does
not exceed $50,000.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

Article  ELEVENTH of the Company's  Certificate  of  Incorporation  provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.


                                       1
<PAGE>


Section 145 of the General Corporation Law of the State of Delaware authorizes a
corporation's board of directors to grant indemnity under certain  circumstances
to directors  and officers,  when made,  or  threatened  to be made,  parties to
certain  proceedings  by reason of such  status  with the  corporation,  against
judgments,  fines,  settlements  and  expenses,  including  attorneys'  fees. In
addition,  under certain  circumstances such persons may be indemnified  against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

Unless  ordered  by a  court,  indemnification  may be  made  only  following  a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
stockholders.

Section  145 also  permits  expenses  incurred  by  directors  and  officers  in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Under a directors'  and  officers'  liability  insurance  policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

          Not applicable.

Item 8. Exhibits.
        --------

The list of exhibits required by this item is submitted in a separate section of
this  Registration  Statement on Form S-8. See "Exhibit Index" beginning on page
II-4 of this Registration Statement on Form S-8.


                                      II-1


<PAGE>



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:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the  aggregate,  represents  a  fundamental  change  in the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement.

               (iii) 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;

          Provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the  Registration  Statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          Registrant  pursuant to Section 13 or Section 15(d) of the  Securities
          Exchange  Act of 1934  that  are  incorporated  by  reference  in this
          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.

          (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 therein,  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 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 public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Storm Lake, Iowa on this 3rd day of November, 2003.

                                         FIRST MIDWEST FINANCIAL, INC.

                                         By /s/ James S. Haahr
                                            ---------------------------
                                            James S. Haahr
                                            Chief Executive Officer

                                         By /s/ Donald J. Winchell
                                            ----------------------------
                                            Donald J. Winchell
                                            Chief Financial Officer

Each person whose  signature  appears below  constitutes  and appoints  James S.
Haahr and Donald J. Winchell his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  and in any and all capacities,  to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of First  Midwest  Financial,  Inc.,  and to file the  same,  with all  exhibits
thereto  and other  documents  in  connection  therewith,  with the  Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the  premises,  as full to all intents and purposes as they might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or their  substitute  or  substitutes  may lawfully do or cause to be
done by virtue hereof.

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/ James S. Haahr           Chairman of the Board             November 3, 2003
------------------
James S. Haahr               and Chief Executive Officer
                             (Principal Executive Officer),

/s/ J. Tyler Haahr           President and Chief
------------------           Operating Officer,                November 3, 2003
J. Tyler Haahr

/s/ Donald J. Winchell       Chief Financial Officer           November 3, 2003
----------------------
Donald J. Winchell           (Principal Financial and
                             and Accounting Officer)
                             Senior Vice President
                             Secretary and Treasurer

/s/ E. Wayne Cooley             Director                       November 3, 2003
-------------------
E. Wayne Cooley

/s/ E. Thurman Gaskill          Director                       November 3, 2003
----------------------
E. Thurman Gaskill

/s/ Rodney G. Muilenburg        Director                       November 3, 2003
------------------------
Rodney G. Muilenburg

/s/ Jeanne Partlow              Director                       November 3, 2003
------------------
Jeanne Partlow

/s/ G. Mark Mickelson           Director                       November 3, 2003
---------------------
G. Mark Mickelson

/s/ John Thune                  Director                       November 3, 2003
--------------
John Thune
                                      II-3


<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


   (4.1)       Registrant's  Articles of  Incorporation  as currently in effect,
               filed  on  June  17,  1993  as an  exhibit  to  the  Registrant's
               registration   statement  on  Form  S-1   (Commission   File  No.
               33-64654), are incorporated herein by reference.

   (4.2)       Registrant's  Bylaws,  as amended and restated,  filed as Exhibit
               3(ii) to  Registrant's  Report on Form 10-K for the  fiscal  year
               ended  September  30, 1998  (Commission  File No.  0-22140),  are
               incorporated herein by reference.

   (4.3)       Registrant's  Specimen Stock Certificate,  filed on June 17, 1993
               as an exhibit to the Registrant's  registration statement on Form
               S-1 (Commission  File No.  33-64654),  is incorporated  herein by
               reference.

   (5.1)       Opinion of Katten  Muchin  Zavis  Rosenman as to the  legality of
               shares being registered.

   (23.1)      Consent of Katten Muchin Zavis Rosenman (included in opinion of
               counsel filed as Exhibit 5.1).

   (23.2)      Consent of McGladrey and Pullen, LLP.

   (24.1)      Power of Attorney to file future  amendments  (set forth on the
               signature page of this Registration Statement).

   (99.1)      First  Midwest  Financial,  Inc.  2002 Omnibus  Incentive  Plan
               (incorporated  by reference to the  Registrant's The Registrant's
               Definitive  Proxy  Statement  on  Schedule  14A,  filed  with the
                      Commission on December 18, 2002).


                                             II-4
[{"type": "S-8", "sequence": "1", "filename": "forms8-1stmidwest_55215.txt", "secsgml_size_bytes": 23125}]
{"company-data": {"conformed-name": "FIRST MIDWEST FINANCIAL INC", "cik": "0000907471", "assigned-sic": "6036", "irs-number": "421406262", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110200", "film-number": "03973582"}, "business-address": {"street1": "FIFTH AT ERIE", "street2": "P O BOX 1307", "city": "STORM LAKE", "state": "IA", "zip": "50588", "phone": "7127324117"}, "mail-address": {"street1": "FIFTH AT ERIE", "street2": "P O BOX 1307", "city": "STORM LAKE", "state": "IA", "zip": "50588"}}
As filed with the Securities and Exchange Commission on November 3, 2003
                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933
                             ----------------------
                          FIRST MIDWEST FINANCIAL, INC.
                  (Exact name of Registrant as specified in its
                                    charter)

                      Delaware                     42-1406262
              (State or other jurisdiction     (I.R.S. Employer
          of incorporation or organization)     Identification No.)

                                  Fifth at Erie
                              Storm Lake, IA 50588
                                 (712) 732-4117
                            (712) 732-7105 facsimile
                    (Address of Principal Executive Offices)

            FIRST MIDWEST FINANCIAL, INC. 2002 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                                 James S. Haahr
                             Chief Executive Officer
                          First Midwest Financial, Inc.
                                  Fifth at Erie
                              Storm Lake, IA 50588
                                 (712) 732-4117
                            (712) 732-7105 facsimile
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                             With copies to each of:

            Donald J. Winchell                        Jeffrey M. Werthan
          Chief Financial Officer               Katten Muchin Zavis Rosenman
                 Fifth at Erie                 1025 Thomas Jefferson Street, NW
           Storm Lake, IA 50588                       East Lobby, 7th Floor
                                                       Washington, DC 20007

                         CALCULATION OF REGISTRATION FEE
Title of each class of                             Proposed maximum        Proposed maximum
securities to be          Amount to be            offering price per      aggregate offering          Amount of
registered                registered (1)               share (2)                price             registration fee
----------                --------------               ---------                -----             ----------------
Common Stock
$0.01 par value           200,000                        $22.26                 $4,452,000                $360.17
(1) The  number of shares of common  stock,  par value  $.01 per share  ("Common
Stock"),  stated above  consists of the aggregate  number of shares which may be
sold upon the exercise of options or stock grants which have been granted and/or
may hereafter be granted under the First  Midwest  Financial,  Inc. 2002 Omnibus
Incentive Plan (the "Plan"). The maximum number of shares which may be sold upon
the exercise of such options or stock grants issued under the Plan is subject to
adjustment in accordance with certain  anti-dilution and other provisions of the
Plan.  Accordingly,  pursuant  to Rule 416 of the  Securities  Act of  1933,  as
amended (the "Securities Act of 1933"),  this Registration  Statement covers, in
addition to the number of shares stated above, an indeterminate number of shares
which may be subject to grant or otherwise  issuable  after the operation of any
such anti-dilution and other provisions.

(2)  This  calculation  is  made  solely  for the  purpose  of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933 as follows:  (i) in the case of shares of Common  Stock which may be
purchased upon exercise of outstanding grants or options,  the fee is calculated
on the basis of the price at which the options or grants may be  exercised,  and
(ii) in the case of shares of Common  Stock for which  options have not yet been
granted,  and the  option  price  of  which  is  therefore  unknown,  the fee is
calculated on the basis of the average of the high and low sale prices per share
of the Common Stock on the National Market System of the National Association of
Securities Dealers Automated Quotation System (NASDAQ) on October 28, 2003.
EXPLANATORY NOTE
                                ----------------

In accordance with the instructional  Note to Part I of Form S-8, as promulgated
by the Securities and Exchange  Commission (the  "Commission"),  the information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plan.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

The  following  documents,  filed by the  Registrant  with the  Commission,  are
incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          September 30, 2002, filed with the Commission on December 27, 2002;

     (b)  The  Registrant's  Definitive  Proxy  Statement on Schedule 14A, filed
          with the Commission on December 18, 2002;

     (c)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2003, filed with the Commission on August 14, 2003;

     (d)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2003, filed with the Commission on May 15, 2003;

     (e)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended  December 31, 2002,  filed with the  Commission  on February 14,
          2003;

     (f)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on October 27, 2003;

     (g)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on October 8, 2003;

     (h)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on July 21, 2003;

     (i)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on July 8, 2003;

     (j)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on June 26, 2003;

     (k)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on April 29, 2003;

     (l)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on January 28, 2003;

     (m)  The description of the common stock,  par value $.01 per share, of the
          Registrant  contained in the  Registrant's  Registration  Statement on
          Form 8-A (File No.  0-22140)  filed  with the  Commission  on July 23,
          1993,  and all amendments or reports filed for the purpose of updating
          such description.

     All  reports and other  documents  filed by the  Registrant  after the date
     hereof  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Securities
     Exchange  Act of 1934  prior to the  filing of a  post-effective  amendment
     which indicates that all securities  offered hereby have been sold or which
     deregisters  all securities  then remaining  unsold,  shall be deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such reports and documents.

Item 4. Description of Securities.
        -------------------------

          Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

The validity of the issuance of the shares of Common Stock registered under this
Registration  Statement has been passed upon for the Registrant by Katten Muchin
Zavis Rosenman of Washington, DC. The fair market value of all securities of the
Registrant owned, received or to be received, or subject to options, warrants or
rights  received or to be received by members of Katten  Muchin Zavis  Rosenman,
including  certain members of their families and trusts for their benefit,  does
not exceed $50,000.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

Article  ELEVENTH of the Company's  Certificate  of  Incorporation  provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

                                       1
Section 145 of the General Corporation Law of the State of Delaware authorizes a
corporation's board of directors to grant indemnity under certain  circumstances
to directors  and officers,  when made,  or  threatened  to be made,  parties to
certain  proceedings  by reason of such  status  with the  corporation,  against
judgments,  fines,  settlements  and  expenses,  including  attorneys'  fees. In
addition,  under certain  circumstances such persons may be indemnified  against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).

Unless  ordered  by a  court,  indemnification  may be  made  only  following  a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
stockholders.

Section  145 also  permits  expenses  incurred  by  directors  and  officers  in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Under a directors'  and  officers'  liability  insurance  policy,  directors and
officers of the Company are insured against certain liabilities.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

          Not applicable.

Item 8. Exhibits.
        --------

The list of exhibits required by this item is submitted in a separate section of
this  Registration  Statement on Form S-8. See "Exhibit Index" beginning on page
II-4 of this Registration Statement on Form S-8.

                                      II-1
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:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the  aggregate,  represents  a  fundamental  change  in the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement.

               (iii) 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;

          Provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the  Registration  Statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          Registrant  pursuant to Section 13 or Section 15(d) of the  Securities
          Exchange  Act of 1934  that  are  incorporated  by  reference  in this
          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.

          (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 therein,  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 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 public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Storm Lake, Iowa on this 3rd day of November, 2003.

                                         FIRST MIDWEST FINANCIAL, INC.

                                         By /s/ James S. Haahr
                                            ---------------------------
                                            James S. Haahr
                                            Chief Executive Officer

                                         By /s/ Donald J. Winchell
                                            ----------------------------
                                            Donald J. Winchell
                                            Chief Financial Officer

Each person whose  signature  appears below  constitutes  and appoints  James S.
Haahr and Donald J. Winchell his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  and in any and all capacities,  to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of First  Midwest  Financial,  Inc.,  and to file the  same,  with all  exhibits
thereto  and other  documents  in  connection  therewith,  with the  Commission,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the  premises,  as full to all intents and purposes as they might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or their  substitute  or  substitutes  may lawfully do or cause to be
done by virtue hereof.

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/ James S. Haahr           Chairman of the Board             November 3, 2003
------------------
James S. Haahr               and Chief Executive Officer
                             (Principal Executive Officer),

/s/ J. Tyler Haahr           President and Chief
------------------           Operating Officer,                November 3, 2003
J. Tyler Haahr

/s/ Donald J. Winchell       Chief Financial Officer           November 3, 2003
----------------------
Donald J. Winchell           (Principal Financial and
                             and Accounting Officer)
                             Senior Vice President
                             Secretary and Treasurer

/s/ E. Wayne Cooley             Director                       November 3, 2003
-------------------
E. Wayne Cooley

/s/ E. Thurman Gaskill          Director                       November 3, 2003
----------------------
E. Thurman Gaskill

/s/ Rodney G. Muilenburg        Director                       November 3, 2003
------------------------
Rodney G. Muilenburg

/s/ Jeanne Partlow              Director                       November 3, 2003
------------------
Jeanne Partlow

/s/ G. Mark Mickelson           Director                       November 3, 2003
---------------------
G. Mark Mickelson

/s/ John Thune                  Director                       November 3, 2003
--------------
John Thune
                                      II-3
FIRST MIDWEST FINANCIAL, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

   (4.1)       Registrant's  Articles of  Incorporation  as currently in effect,
               filed  on  June  17,  1993  as an  exhibit  to  the  Registrant's
               registration   statement  on  Form  S-1   (Commission   File  No.
               33-64654), are incorporated herein by reference.

   (4.2)       Registrant's  Bylaws,  as amended and restated,  filed as Exhibit
               3(ii) to  Registrant's  Report on Form 10-K for the  fiscal  year
               ended  September  30, 1998  (Commission  File No.  0-22140),  are
               incorporated herein by reference.

   (4.3)       Registrant's  Specimen Stock Certificate,  filed on June 17, 1993
               as an exhibit to the Registrant's  registration statement on Form
               S-1 (Commission  File No.  33-64654),  is incorporated  herein by
               reference.

   (5.1)       Opinion of Katten  Muchin  Zavis  Rosenman as to the  legality of
               shares being registered.

   (23.1)      Consent of Katten Muchin Zavis Rosenman (included in opinion of
               counsel filed as Exhibit 5.1).

   (23.2)      Consent of McGladrey and Pullen, LLP.

   (24.1)      Power of Attorney to file future  amendments  (set forth on the
               signature page of this Registration Statement).

   (99.1)      First  Midwest  Financial,  Inc.  2002 Omnibus  Incentive  Plan
               (incorporated  by reference to the  Registrant's The Registrant's
               Definitive  Proxy  Statement  on  Schedule  14A,  filed  with the
                      Commission on December 18, 2002).

                                             II-4