As filed with the Securities and Exchange Commission on February 28, 1997 

                                                      Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 of                      (I.R.S. Employer
incorporation or organization)                        Identification No.)
                               

       Fifth at Erie                                                
      Storm Lake, Iowa                                         50588
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)



                          FIRST MIDWEST FINANCIAL, INC.
                      1995 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                             Michael S. Sadow, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                             1100 New York Ave., NW
                              Washington, DC 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE

                                              Proposed maximum      Proposed maximum
Title of securities to     Amount to be        offering price           aggregate            Amount of
   be registered          registered(1)           per share          offering price       registration fee
   -------------          -------------           ---------          --------------       ----------------
<S>                      <C>                       <C>                <C>                    <C>
Common Stock, par
value $.01 per share     268,203 shares            $  (2)             $4,430,305(2)          $1,343(2)
==========================================================================================================
</TABLE>
<PAGE>
(1)Pursuant  to Rule 416 under the  Securities  Act of 1933,  as  amended,  this
   Registration  Statement covers, in addition to the number of shares set forth
   above,  an  indeterminate  number of shares which by reason of certain events
   specified in the Plan, may become subject to the Plan.

(2)Estimated  in  accordance  with  Rule  457(h),  solely  for  the  purpose  of
   calculating  the  registration  fee. Of the 268,203  shares being  registered
   hereby,  (i) 33,990  shares are subject to options with an exercise  price of
   $15.75  per share  ($535,342.50  in the  aggregate),  and (ii) the  remaining
   234,213  shares which have not been awarded to date and are being  registered
   based upon the average of the high and low sales price of the Common Stock on
   The Nasdaq Stock Market of $16.63 per share on February 24, 1997  ($3,894,962
   in the aggregate).
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


   The document(s)  containing the  information  specified in Part I of Form S-8
will be sent or given to participants in the First Midwest Financial,  Inc. 1995
Stock Option and  Incentive  Plan (the  "Plan") as  specified by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

   Such  document(s)  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.           Incorporation of Certain Documents by Reference.

         The following  documents  filed by First Midwest  Financial,  Inc. (the
"Company")  with the  Commission  are hereby  incorporated  by reference in this
Registration Statement:

(a)      The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         September 30, 1996 (File No. 0-22140) filed pursuant to Rule 13(a)-1 of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the Annual Report referred to above;

(c)      The  description of the common stock,  par value $.01 per share, of the
         Company contained in the Company'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  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and 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  incorporated  by reference  into this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be  incorporated,  by  reference  herein  or  therein  shall be  deemed to be
modified or  superseded  for  purposes of this  Registration  Statement  and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should  be  directed  to
Investor Relations  Department,  First Midwest  Financial,  Inc., Fifth at Erie,
Storm Lake, Iowa 50588, telephone number (712) 732-4117.

All information  appearing in this Registration  Statement and the Prospectus is
qualified  in its  entirety by the  detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.
<PAGE>
Item 4.           Description of Securities.

                  Not Applicable.


Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.


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.

                  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.
<PAGE>
                  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.
<TABLE>
<CAPTION>
                                                                                       Reference to Prior
Regulation S-K                                                                          Filing or Exhibit
Exhibit Number                       Document                                        Number Attached Hereto
--------------                       --------                                        ----------------------
<S>                  <C>                                                           <C>
    4                Instruments Defining the Rights of Security
                     Holders, Including Indentures:

                     (1)    Certificate of Incorporation of First
                            Midwest Financial, Inc.                                           *

                     (2)    Bylaws of First Midwest Financial, Inc.                           *

                     (3)    First Midwest Financial, Inc. 1995 Stock
                            Option and Incentive Plan                              Attached as Exhibit 4

                     (4)    Specimen form of common stock
                            certificate of First Midwest
                            Financial, Inc.                                                   *

    5                Opinion of Silver, Freedman & Taff, L.L.P.                    Attached as Exhibit 5

   15                Letter re unaudited interim financial
                     information                                                        Not Applicable

   23                Consent of Experts and Counsel:

                     (1)    Consent of Silver, Freedman
                            & Taff, L.L.P.                                         Attached as Exhibit 23.1

                     (2)    Consent of certified public accountants                Attached as Exhibit 23.2

   24                Power of Attorney                                             Contained on Signature Page

*  Filed as  exhibits to the  Registrant's  Registration  Statement  on Form S-1
   (File No.  33-64654)  filed with the  Commission on June 17, 1993 pursuant to
   Section 5 of the Securities Act of 1933 and all amendments thereto or reports
   filed for the purpose of updating such  description.  All of such  previously
   filed  documents  are hereby  incorporated  herein by reference in accordance
   with Item 601 of Regulation S-K.
</TABLE>
<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 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.

          (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 the  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.

(c)       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  of expenses  incurred  or paid by a  director,  officer or
          controlling  person 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.
<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
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, State of Iowa, on February 28, 1997.



                                          FIRST MIDWEST FINANCIAL, INC.



                                          By /s/ James S. Haahr
                                          ---------------------
                                          James S. Haahr, Chairman of the Board,
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


                                POWER OF ATTORNEY 

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints James S. Haahr and/or Donald J. Winchell,
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution and  re-substitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all said
attorneys-in-fact  and agents or their substitutes or substitute 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 below by the  following  persons in the
capacities and on the date indicated.


/s/ James S. Haahr                                  /s/ Jeanne Partlow
------------------                                  ------------------
James S. Haahr, Chairman of the Board,              Jeanne Partlow, Director
President and Chief Executive Officer
(Duly Authorized Representative)


Date: February 28, 1997                             Date:  February 28, 1997

<PAGE>

/s/ E. Wayne Cooley                                 /s/ E. Thurman Gaskill
-------------------                                 ----------------------
E. Wayne Cooley, Director                           E. Thurman Gaskill, Director


Date: February 28, 1997                             Date:  February 28, 1997



/s/ Rodney G. Muilenburg                            /s/ J. Tyler Haahr
------------------------                            ------------------
Rodney G. Muilenburg, Director                      J. Tyler Haahr, Director


Date: February 28, 1997                             Date:  February 28, 1997



/s/ Donald J. Winchell
----------------------
Donald J. Winchell, Vice President and
Chief Financial Officer (Principal Financial
and Accounting Officer)

Date: February 28, 1997
<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                              -------------------





                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                      UNDER


                           THE SECURITIES ACT OF 1933




                              -------------------




                          FIRST MIDWEST FINANCIAL, INC.
                      1995 STOCK OPTION AND INCENTIVE PLAN







<PAGE>
<TABLE>
<CAPTION>



                                           EXHIBIT INDEX 



Regulation S-K                                                               Reference to Exhibit
Exhibit Number                       Document                               Number Attached Hereto
--------------                       --------                               ----------------------
<S>                  <C>                                                  <C>  
    4                First Midwest Financial, Inc. 1995 Stock Option                   4
                     and Incentive Plan

    5                Opinion of Silver, Freedman & Taff, L.L.P.                        5

   23.1              Consent of Silver, Freedman & Taff, L.L.P.                       23.1

   23.2              Consent of certified public accountants                          23.2

   24                Power of Attorney                                    Contained on Signature Page

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22413}]
{"company-data": {"conformed-name": "FIRST MIDWEST FINANCIAL INC", "cik": "0000907471", "assigned-sic": "6036", "irs-number": "421406262", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22523", "film-number": "97547233"}, "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 February 28, 1997 

                                                      Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 of                      (I.R.S. Employer
incorporation or organization)                        Identification No.)
                               

       Fifth at Erie                                                
      Storm Lake, Iowa                                         50588
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

                          FIRST MIDWEST FINANCIAL, INC.
                      1995 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                             Michael S. Sadow, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                             1100 New York Ave., NW
                              Washington, DC 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                              Proposed maximum      Proposed maximum
Title of securities to     Amount to be        offering price           aggregate            Amount of
   be registered          registered(1)           per share          offering price       registration fee
   -------------          -------------           ---------          --------------       ----------------
Common Stock, par
value $.01 per share     268,203 shares            $  (2)             $4,430,305(2)          $1,343(2)
==========================================================================================================
(1)Pursuant  to Rule 416 under the  Securities  Act of 1933,  as  amended,  this
   Registration  Statement covers, in addition to the number of shares set forth
   above,  an  indeterminate  number of shares which by reason of certain events
   specified in the Plan, may become subject to the Plan.

(2)Estimated  in  accordance  with  Rule  457(h),  solely  for  the  purpose  of
   calculating  the  registration  fee. Of the 268,203  shares being  registered
   hereby,  (i) 33,990  shares are subject to options with an exercise  price of
   $15.75  per share  ($535,342.50  in the  aggregate),  and (ii) the  remaining
   234,213  shares which have not been awarded to date and are being  registered
   based upon the average of the high and low sales price of the Common Stock on
   The Nasdaq Stock Market of $16.63 per share on February 24, 1997  ($3,894,962
   in the aggregate).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   The document(s)  containing the  information  specified in Part I of Form S-8
will be sent or given to participants in the First Midwest Financial,  Inc. 1995
Stock Option and  Incentive  Plan (the  "Plan") as  specified by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

   Such  document(s)  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.           Incorporation of Certain Documents by Reference.

         The following  documents  filed by First Midwest  Financial,  Inc. (the
"Company")  with the  Commission  are hereby  incorporated  by reference in this
Registration Statement:

(a)      The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         September 30, 1996 (File No. 0-22140) filed pursuant to Rule 13(a)-1 of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the Annual Report referred to above;

(c)      The  description of the common stock,  par value $.01 per share, of the
         Company contained in the Company'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  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and 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  incorporated  by reference  into this
Registration  Statement  and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be  incorporated,  by  reference  herein  or  therein  shall be  deemed to be
modified or  superseded  for  purposes of this  Registration  Statement  and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should  be  directed  to
Investor Relations  Department,  First Midwest  Financial,  Inc., Fifth at Erie,
Storm Lake, Iowa 50588, telephone number (712) 732-4117.

All information  appearing in this Registration  Statement and the Prospectus is
qualified  in its  entirety by the  detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.
Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.

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.

                  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.
Reference to Prior
Regulation S-K                                                                          Filing or Exhibit
Exhibit Number                       Document                                        Number Attached Hereto
--------------                       --------                                        ----------------------
4                Instruments Defining the Rights of Security
                     Holders, Including Indentures:

                     (1)    Certificate of Incorporation of First
                            Midwest Financial, Inc.                                           *

                     (2)    Bylaws of First Midwest Financial, Inc.                           *

                     (3)    First Midwest Financial, Inc. 1995 Stock
                            Option and Incentive Plan                              Attached as Exhibit 4

                     (4)    Specimen form of common stock
                            certificate of First Midwest
                            Financial, Inc.                                                   *

    5                Opinion of Silver, Freedman & Taff, L.L.P.                    Attached as Exhibit 5

   15                Letter re unaudited interim financial
                     information                                                        Not Applicable

   23                Consent of Experts and Counsel:

                     (1)    Consent of Silver, Freedman
                            & Taff, L.L.P.                                         Attached as Exhibit 23.1

                     (2)    Consent of certified public accountants                Attached as Exhibit 23.2

   24                Power of Attorney                                             Contained on Signature Page

*  Filed as  exhibits to the  Registrant's  Registration  Statement  on Form S-1
   (File No.  33-64654)  filed with the  Commission on June 17, 1993 pursuant to
   Section 5 of the Securities Act of 1933 and all amendments thereto or reports
   filed for the purpose of updating such  description.  All of such  previously
   filed  documents  are hereby  incorporated  herein by reference in accordance
   with Item 601 of Regulation S-K.
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.

          (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 the  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.

(c)       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  of expenses  incurred  or paid by a  director,  officer or
          controlling  person 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.
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
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, State of Iowa, on February 28, 1997.

                                          FIRST MIDWEST FINANCIAL, INC.

                                          By /s/ James S. Haahr
                                          ---------------------
                                          James S. Haahr, Chairman of the Board,
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY 

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints James S. Haahr and/or Donald J. Winchell,
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution and  re-substitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all said
attorneys-in-fact  and agents or their substitutes or substitute 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 below by the  following  persons in the
capacities and on the date indicated.

/s/ James S. Haahr                                  /s/ Jeanne Partlow
------------------                                  ------------------
James S. Haahr, Chairman of the Board,              Jeanne Partlow, Director
President and Chief Executive Officer
(Duly Authorized Representative)

Date: February 28, 1997                             Date:  February 28, 1997
/s/ E. Wayne Cooley                                 /s/ E. Thurman Gaskill
-------------------                                 ----------------------
E. Wayne Cooley, Director                           E. Thurman Gaskill, Director

Date: February 28, 1997                             Date:  February 28, 1997

/s/ Rodney G. Muilenburg                            /s/ J. Tyler Haahr
------------------------                            ------------------
Rodney G. Muilenburg, Director                      J. Tyler Haahr, Director

Date: February 28, 1997                             Date:  February 28, 1997

/s/ Donald J. Winchell
----------------------
Donald J. Winchell, Vice President and
Chief Financial Officer (Principal Financial
and Accounting Officer)

Date: February 28, 1997
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              -------------------

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              -------------------

                          FIRST MIDWEST FINANCIAL, INC.
                      1995 STOCK OPTION AND INCENTIVE PLAN
EXHIBIT INDEX 

Regulation S-K                                                               Reference to Exhibit
Exhibit Number                       Document                               Number Attached Hereto
--------------                       --------                               ----------------------
4                First Midwest Financial, Inc. 1995 Stock Option                   4
                     and Incentive Plan

    5                Opinion of Silver, Freedman & Taff, L.L.P.                        5

   23.1              Consent of Silver, Freedman & Taff, L.L.P.                       23.1

   23.2              Consent of certified public accountants                          23.2

   24                Power of Attorney                                    Contained on Signature Page