As filed with the Securities and Exchange Commission on March 31, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                        MID-CENTRAL FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)

        MINNESOTA                                              41-1765962
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           520 SOUTH JEFFERSON STREET
                                WADENA, MN 56482
              (Address of Principal Executive Offices and zip code)

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

                        MID-CENTRAL FINANCIAL CORPORATION
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                 Gary W. Sellman
                       President & Chief Financial Officer
                        Mid-Central Financial Corporation
                           520 South Jefferson Street
                                Wadena, MN 56482
                                 (218) 631-1414
                          (Name, address, including zip
                            code and telephone number
                              of agent for service)

                                    Copy to:

                               Martin R. Rosenbaum
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                              Minneapolis, MN 55402
                                 (612) 371-3211

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




<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                 Proposed              Proposed
Title of                          Maximum               Maximum
Securities                        Amount               Offering                Aggregate              Amount of
to be                              to be                 Price                 Offering             Registration
Registered                      Registered           Per Share(1)              Price(1)                  Fee
----------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                    <C>                      <C>
Common Stock,                 25,000 shares(2)          $22.20                 $555,000                 $169
$.10 par value
----------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and based upon
         the book value of the Company's Common Stock on December 31, 1996.
(2)      26,038 shares were registered on Form S-8 (No. 33-88042) on December 29, 1994 and 25,000 shares are
         being registered herewith.


</TABLE>


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.



                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the year ended
September 30, 1996.

         (b) The Quarterly Report on Form 10-Q for the quarter ended December
31, 1997.

         (c) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated December 30, 1993 (Registration
No. 33-73654), including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Company 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors and employees in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as it
may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:


         (1)      Has not been indemnified by another organization or
                  employee benefit plan for the same judgments, penalties,
                  fines, including, without limitation, excise taxes assessed
                  against the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

      Exhibit

         4        Mid-Central Financial Corporation Amended and Restated 1994
                  Stock Option Plan (incorporated by reference to Exhibit 10.2
                  to the Company's Annual Report on Form 10-K for the year ended
                  September 30, 1996).

         5        Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the
                  legality of the common stock offered pursuant to the stock
                  plan referred to herein.

        23(a)     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5)

        23(b)     Consent of Larson, Allen, Weishair & Co., independent
                  auditors.

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

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;

                  (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 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.

(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 connected 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
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 Wadena, State of Minnesota, on March 20, 1997.

                                       MID-CENTRAL FINANCIAL
                                       CORPORATION

                                       By/s/ Gary W. Sellman
                                       Gary W. Sellman, President

                                POWER OF ATTORNEY

         The undersigned officers and directors of Mid-Central Financial
Corporation hereby constitute and appoint Robert D. Iken, Sr. and Gary Sellman,
or either of them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below on March 20, 1997 by the
following persons in the capacities indicated.

Signature



/s/ Gary W. Sellman
Gary W. Sellman, Director,
Chief Executive Officer, President,
Treasurer and Chief Financial Officer
(principal executive, financial and accounting officer)




/s/ Robert D. Iken, Sr.
Robert D. Iken, Sr., Director

/s/ Michael J. Ebner
Michael J. Ebner, Director

/s/ Alfred H. Neitze
Alfred H. Neitze, Director

/s/ Duane J. Polman
Duane J. Polman, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14840}]
{"company-data": {"conformed-name": "MID CENTRAL FINANCIAL CORP", "cik": "0000916790", "assigned-sic": "6035", "irs-number": "411765962", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24219", "film-number": "97569567"}, "business-address": {"street1": "520 SOUTH JEFFERSON ST", "city": "WADENA", "state": "MN", "zip": "56482", "phone": "2186311414"}, "mail-address": {"street1": "520 S JEFFERSON ST", "street2": "BOX 152", "city": "WADENA", "state": "MN", "zip": "56482"}}
As filed with the Securities and Exchange Commission on March 31, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                        MID-CENTRAL FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)

        MINNESOTA                                              41-1765962
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                           520 SOUTH JEFFERSON STREET
                                WADENA, MN 56482
              (Address of Principal Executive Offices and zip code)

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

                        MID-CENTRAL FINANCIAL CORPORATION
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                 Gary W. Sellman
                       President & Chief Financial Officer
                        Mid-Central Financial Corporation
                           520 South Jefferson Street
                                Wadena, MN 56482
                                 (218) 631-1414
                          (Name, address, including zip
                            code and telephone number
                              of agent for service)

                                    Copy to:

                               Martin R. Rosenbaum
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                              Minneapolis, MN 55402
                                 (612) 371-3211

                                  ------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                 Proposed              Proposed
Title of                          Maximum               Maximum
Securities                        Amount               Offering                Aggregate              Amount of
to be                              to be                 Price                 Offering             Registration
Registered                      Registered           Per Share(1)              Price(1)                  Fee
----------------------------------------------------------------------------------------------------------------
Common Stock,                 25,000 shares(2)          $22.20                 $555,000                 $169
$.10 par value
----------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and based upon
         the book value of the Company's Common Stock on December 31, 1996.
(2)      26,038 shares were registered on Form S-8 (No. 33-88042) on December 29, 1994 and 25,000 shares are
         being registered herewith.
PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the year ended
September 30, 1996.

         (b) The Quarterly Report on Form 10-Q for the quarter ended December
31, 1997.

         (c) The description of the Company's Common Stock as set forth in the
Company's Form S-1 Registration Statement dated December 30, 1993 (Registration
No. 33-73654), including any amendment or report filed for the purpose of
updating such description.

         All documents subsequently filed by the Company 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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors and employees in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as it
may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

         (1)      Has not been indemnified by another organization or
                  employee benefit plan for the same judgments, penalties,
                  fines, including, without limitation, excise taxes assessed
                  against the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      Exhibit

         4        Mid-Central Financial Corporation Amended and Restated 1994
                  Stock Option Plan (incorporated by reference to Exhibit 10.2
                  to the Company's Annual Report on Form 10-K for the year ended
                  September 30, 1996).

         5        Opinion and Consent of Lindquist & Vennum P.L.L.P. as to the
                  legality of the common stock offered pursuant to the stock
                  plan referred to herein.

        23(a)     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5)

        23(b)     Consent of Larson, Allen, Weishair & Co., independent
                  auditors.

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

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;

                  (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 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.

(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 connected 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
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 Wadena, State of Minnesota, on March 20, 1997.

                                       MID-CENTRAL FINANCIAL
                                       CORPORATION

                                       By/s/ Gary W. Sellman
                                       Gary W. Sellman, President

                                POWER OF ATTORNEY

         The undersigned officers and directors of Mid-Central Financial
Corporation hereby constitute and appoint Robert D. Iken, Sr. and Gary Sellman,
or either of them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below on March 20, 1997 by the
following persons in the capacities indicated.

Signature

/s/ Gary W. Sellman
Gary W. Sellman, Director,
Chief Executive Officer, President,
Treasurer and Chief Financial Officer
(principal executive, financial and accounting officer)

/s/ Robert D. Iken, Sr.
Robert D. Iken, Sr., Director

/s/ Michael J. Ebner
Michael J. Ebner, Director

/s/ Alfred H. Neitze
Alfred H. Neitze, Director

/s/ Duane J. Polman
Duane J. Polman, Director