UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

              [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transaction period from __________ to __________

                         Commission File Number: 0-22140


                          FIRST MIDWEST FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

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

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

                                 (712) 732-4117
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]   No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         Class:                                  Outstanding at August 12, 2002:
Common Stock, $.01 par value                     2,459,113 Common Shares

Transitional Small Business Disclosure Format:       Yes [ ];    No    [X]





                          FIRST MIDWEST FINANCIAL, INC.

                                    FORM 10-Q

                                      INDEX



                                                                        Page No.
                                                                        --------

Part I. Financial Information
-----------------------------

      Item 1.     Financial Statements (unaudited):

                  Consolidated Balance Sheets at June 30, 2002 and
                    September 30, 2001                                        3

                  Consolidated Statements of Income for the Three Months
                    and Nine Months Ended June 30, 2002 and 2001              4

                  Consolidated Statements of Comprehensive Income
                    for the Three Months and Nine Months Ended
                    June 30, 2002 and 2001                                    5

                  Consolidated Statement of Changes in Shareholders'
                    Equity for the Nine Months Ended June 30, 2002            6

                  Consolidated Statements of Cash Flows for the
                    Nine Months Ended June 30, 2002 and 2001                  7

                  Notes to Consolidated Financial Statements                  8

      Item 2.     Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                      11

      Item 3.     Quantitative and Qualitative Disclosure About Market Risk  18


Part II.  Other Information
--------  -----------------

      Item 4.     Exhibits and Reports on 8-K                                20

      Signatures                                                             21
      ----------


                                       2




Part I.   Financial Information
Item I.  Financial Statements

                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
                     Consolidated Balance Sheets (Unaudited)



                                                                     June 30, 2002          September 30, 2001
                                                                     -------------          ------------------
                                                                                         
Assets
Cash and due from banks                                              $   1,246,304             $   1,016,111
Interest-bearing deposits in other financial institutions -
   short-term (cost approximates market value)                           6,375,265                 7,750,194
                                                                     -------------             -------------
      Total cash and cash equivalents                                    7,621,569                 8,766,305
Securities available for sale, amortized cost of $201,369,045
   at June 30, 2002 and $144,836,919 at September 30, 2001             202,078,928               145,374,339
Loans receivable - net of allowance for loan losses of
  $4,365,577 at June 30, 2002 and $3,868,664 at September 30, 2001     340,003,262               333,062,025
Foreclosed real estate, net                                                918,441                   940,143
Accrued interest receivable                                              3,899,755                 4,750,792
Federal Home Loan Bank stock, at cost                                    6,842,600                 6,398,900
Premises and equipment, net                                             10,027,206                 9,346,788
Excess of cost over net assets acquired                                  3,403,019                 3,403,019
Other assets                                                            11,776,339                11,140,752
                                                                     -------------             -------------

         Total Assets                                                $ 586,571,119             $ 523,183,063
                                                                     =============             =============
Liabilities and Shareholders' Equity
                    Liabilities
Deposits                                                             $ 362,110,847             $ 338,781,878
Advances from Federal Home Loan Bank                                   111,886,158               126,351,761
Securities sold under agreements to repurchase                          55,530,550                 1,992,720
Company Obligated Mandatorily Redeemable Preferred Securities
  of Subsidiary Trust Holding Solely Subordinated Debentures            10,000,000                10,000,000
Advances from borrowers for taxes and insurance                            379,755                   446,397
Accrued interest payable                                                   661,772                   868,281
Other liabilities                                                        1,881,665                 1,014,816
                                                                     -------------             -------------
         Total Liabilities                                             542,450,747               479,455,853
                                                                     -------------             -------------

                Shareholders' Equity
Preferred stock, 800,000 shares authorized, no shares
   issued or outstanding                                                        --                        --
Common stock, $.01 par value, 5,200,000 shares authorized,
   2,957,999 shares issued and 2,466,396 shares outstanding
   at June 30, 2002; 2,957,999 shares issued and
   2,469,727 shares outstanding at September 30, 2001                       29,580                    29,580
Additional paid-in capital                                              20,625,013                20,863,379
Retained earnings - substantially restricted                            31,518,070                31,066,643
Accumulated other comprehensive income (loss)                              450,139                   338,427
Unearned Employee Stock Ownership Plan shares                              (45,000)                 (180,000)
Treasury stock, 491,603 and 488,272 common shares, at cost,
   at June 30, 2002 and September 30, 2001, respectively                (8,457,430)               (8,390,819)
                                                                     -------------             -------------
         Total Shareholders' Equity                                     44,120,372                43,727,210
                                                                     -------------             -------------
         Total Liabilities and Shareholders' Equity                  $ 586,571,119             $ 523,183,063
                                                                     =============             =============



The accompanying notes are an integral part of these consolidated financial
statements.


                                       3





                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
                  Consolidated Statements of Income (Unaudited)



                                                                 Three Months Ended                   Nine Months Ended
                                                                       June 30,                             June 30,
                                                                 2002             2001               2002              2001
                                                            -------------    -------------       -------------    -------------
                                                                                                      
Interest and Dividend Income:
      Loans receivable, including fees                      $  6,276,899     $  6,980,428        $ 19,481,424     $ 20,860,214
      Securities available for sale                            2,625,429        2,412,519           7,258,842        7,699,971
      Dividends on Federal Home Loan Bank stock                   50,541           94,860             172,028          360,633
                                                            -------------    -------------       -------------    -------------

            Total interest and dividend income                 8,952,869        9,487,807          26,912,294       28,920,818

Interest Expense:
      Deposits                                                 3,260,747        4,372,210          10,469,284       13,388,748
      FHLB advances and other borrowings                       2,032,761        1,878,528           6,181,455        5,756,062
                                                            -------------    -------------       -------------    -------------

            Total interest expense                             5,293,508        6,250,738          16,650,739       19,144,810
                                                            -------------    -------------       -------------    -------------

Net interest income                                            3,659,361        3,237,069          10,261,555        9,776,008

Provision for loan losses                                        280,000          200,000             715,000          470,000
                                                            -------------    -------------       -------------    -------------

Net interest income after provision for loan losses            3,379,361        3,037,069           9,546,555        9,306,008

Noninterest income:
      Deposit service charges and other fees                     284,982          260,254             834,953          711,006
      Gain (loss) on sales of securities available for sale, net  46,762           70,975              86,193          (60,275)
      Gain (loss) on sales of foreclosed real estate, net        (27,371)          20,342             (37,177)          27,017
      Brokerage commissions                                       31,874           28,978             151,037           71,882
      Bank owned life insurance                                  167,784               --             503,352               --
      Other income                                                28,241           49,825              78,912           99,604
                                                            -------------    -------------       -------------    -------------

            Total noninterest income                             532,272          430,374           1,617,270          849,234

Noninterest expense:
      Employee compensation and benefits                       1,954,142        1,685,721           5,724,929        4,887,908
      Occupancy and equipment expense                            530,663          428,143           1,474,089        1,152,775
      Federal deposit insurance premium                           15,147           16,025              46,201           47,744
      Data processing expense                                    148,307          118,518             427,764          324,791
      Other expense                                              535,333          460,957           1,473,502        1,488,037
                                                            -------------    -------------       -------------    -------------

            Total noninterest expense                          3,183,592        2,709,364           9,146,485        7,901,255
                                                            -------------    -------------       -------------    -------------

Income before income taxes                                       728,041          758,079           2,017,340        2,253,987

Income tax expense                                               199,583          301,733             603,974          782,209
                                                            -------------    -------------       -------------    -------------

Net income                                                  $    528,458     $    456,346        $  1,413,366     $  1,471,778
                                                            =============    =============       =============    =============

Earnings per common share:
      Basic                                                 $       0.22     $       0.19        $       0.58     $       0.61
                                                            -------------    -------------       -------------    -------------
      Diluted                                               $       0.21     $       0.19        $       0.57     $       0.60
                                                            -------------    -------------       -------------    -------------



The accompanying notes are an integral part of these consolidated financial
statements.


                                       4





                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
           Consolidated Statements of Comprehensive Income (Unaudited)



                                                               Three Months Ended               Nine Months Ended
                                                                     June 30,                         June 30,
                                                               2002            2001             2002           2001
                                                          -------------   -------------      -----------    -----------

                                                                                                
Net income                                                $    528,458    $    456,346       $1,413,366     $1,471,778

Other comprehensive income (loss):
        Net change in net unrealized gains and losses on
          securities available for sale                      2,497,893         (85,165)         172,463      3,355,376
        Deferred income tax expense (benefit)                  923,805         (31,221)          60,751      1,248,582
                                                          -------------   -------------      -----------    -----------

        Total other comprehensive income (loss)              1,574,088         (53,944)         111,712      2,106,794
                                                          -------------   -------------      ----------    -----------

Total comprehensive income                                $  2,102,546    $    402,402       $1,525,078     $3,578,572
                                                          =============   =============      ===========    ===========




The accompanying notes are an integral part of these consolidated financial
statements.


                                       5




                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
      Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                     For the Nine Months Ended June 30, 2002



                                                                  Additional
                                                   Common           Paid-In           Retained
                                                    Stock           Capital           Earnings
                                                ------------      ------------       -----------

                                                                            
Balance at September 30, 2001                   $     29,580      $ 20,863,379       $ 31,066,643

Cash dividends declared on common
  stock ($0.39 per share)                                 --                --           (961,939)

Purchase of 55,164 common shares of
  treasury stock                                          --                --                 --

11,250 common shares committed to be
  released under the ESOP                                 --            17,846                 --

Issuance of 51,833 common shares from
  treasury stock due to exercise of stock
  options                                                 --          (312,168)                --

Tax benefit from exercise of stock options                --            55,956                 --

Net change in net unrealized losses on
  securities available for sale, net of
  effect of income taxes of $60,751                       --                --                 --

Net income for the nine months ended
  June 30, 2002                                           --                --          1,413,366
                                                ------------      ------------       ------------

Balance at June 30, 2002                        $     29,580      $ 20,625,013       $ 31,518,070
                                                ============      ============       ============



                                                Accumulated          Unearned
                                                   Other             Employee
                                               Comprehensive           Stock                                Total
                                               Income (Loss),        Ownership         Treasury          Shareholders'
                                                 Net of Tax         Plan Shares          Stock              Equity
                                               --------------       -----------      ------------        -------------
                                                                                             
Balance at September 30, 2001                   $    338,427        $ (180,000)      $ (8,390,819)       $ 43,727,210

Cash dividends declared on common
  stock ($0.39 per share)                                 --                --                 --            (961,939)

Purchase of 55,164 common shares of
  treasury stock                                          --                --           (741,365)           (741,365)

11,250 common shares committed to be
  released under the ESOP                                 --           135,000                 --             152,846

Issuance of 51,833 common shares from
  treasury stock due to exercise of stock
  options                                                 --                --            674,754             362,586

Tax benefit from exercise of stock options                --                --                 --              55,956

Net change in net unrealized losses on
  securities available for sale, net of
  effect of income taxes of $60,751                  111,712                --                 --             111,712

Net income for the nine months ended
  June 30, 2002                                           --                --                 --           1,413,366
                                                  ----------        ----------       ------------        ------------
Balance at June 30, 2002                          $  450,139        $  (45,000)      $ (8,457,430)       $ 44,120,372
                                                  ==========        ==========       ============        ============

The accompanying notes are an integral part of these consolidated financial
statements.



                                       6




                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)



                                                                                              Nine Months Ended June 30,
                                                                                              2002                  2001
                                                                                         -------------         -------------
                                                                                                         
Cash flows from operating activities:

    Net income                                                                           $   1,413,366         $   1,471,778
    Adjustments to reconcile net income to net cash from operating activities:
       Depreciation, amoritization and accretion, net                                        1,323,279               625,379
       Provision for loan losses                                                               715,000               470,000
       (Gain) loss on sales of foreclosed real estate, net                                     (86,193)               60,275
       (Gain) loss on sales of securities available for sale                                    37,177               (27,017)
       Proceeds from sales of loans held for sale                                           40,283,062             8,734,305
       Originations of loans held for sale                                                 (40,283,062)           (8,734,305)
       Net change in accrued interest receivable                                               851,037               884,695
       Net change in other assets                                                             (696,340)              261,266
       Net change in accrued interest payable                                                 (206,509)             (117,502)
       Net change in accrued expenses and other liabilities                                    866,849               481,340
                                                                                         -------------         -------------
             Net cash from operating activities                                              4,217,666             4,110,214

Cash flows from investing activities:
    Purchase of securities available for sale                                              (98,405,484)          (12,468,387)
    Proceeds from sale of securities available for sale                                     12,442,021               345,000
    Proceeds from maturities and principal repayments of
      securities available for sale                                                         28,912,815            11,342,262
    Net change in loans receivable                                                          11,153,142             9,572,374
    Loans purchased                                                                        (19,095,455)          (21,638,793)
    Proceeds from sales of foreclosed real estate                                              301,041               506,149
    Purchase of FHLB stock                                                                    (443,700)                   --
    Purchase of shares by ESOP                                                                      --              (360,000)
    Purchase of premises and equipment, net                                                 (1,276,574)           (3,672,442)
                                                                                         -------------         -------------
             Net cash from investing activities                                            (66,412,194)          (16,373,837)

Cash flows from financing activities:
    Net change in noninterest-bearing demand, savings, NOW, and
      money market demand deposits                                                          12,730,609             5,477,125
    Net change in other time deposits                                                       10,598,360            12,682,570
    Proceeds from advances from Federal Home Loan Bank                                     214,920,000            73,265,000
    Repayments of advances from Federal Home Loan Bank                                    (229,385,603)          (89,420,748)
    Proceeds from other borrowings                                                         385,000,000            13,000,000
    Repayments of other borrowings                                                        (331,000,000)                   --
    Net change in securities sold under agreements to repurchase                              (462,170)           (1,594,410)
    Net change in advances from borrowers for taxes and insurance                              (66,642)               75,387
    Cash dividends paid                                                                       (961,939)             (934,220)
    Proceeds from the exercise of stock options                                                418,542                    --
    Purchase of treasury stock                                                                (741,365)              (17,778)
                                                                                         -------------         -------------
             Net cash from financing activities                                             61,049,792            12,532,926
                                                                                         -------------         -------------

Net change in cash and cash equivalents                                                     (1,144,736)              269,303

Cash and cash equivalents at beginning of period                                             8,766,305             6,922,531
                                                                                         -------------         -------------

Cash and cash equivalents at end of period                                               $   7,621,569         $   7,191,834
                                                                                         =============         =============

Supplemental disclosure of cash flow information
    Cash paid during the period for:
       Interest                                                                          $  16,857,248         $  19,262,312
       Income taxes                                                                            520,693               654,786

Supplemental schedule of non-cash investing and financing activities:
    Loans transferred to foreclosed real estate                                          $     316,517         $      50,920



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       7




                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting  policies followed by First Midwest Financial,  Inc. ("First
     Midwest" or the "Company") and its consolidated subsidiaries, First Federal
     Savings  Bank  of  the  Midwest  ("First  Federal"),  Security  State  Bank
     ("Security"),  First  Services  Financial  Limited  and  Brookings  Service
     Corporation,  for interim  reporting  are  consistent  with the  accounting
     policies followed for annual financial reporting.  All adjustments that, in
     the opinion of  management,  are necessary for a fair  presentation  of the
     results for the periods  reported  have been  included in the  accompanying
     unaudited consolidated  financial statements,  and all such adjustments are
     of a normal recurring nature. The accompanying  financial statements do not
     purport to contain  all the  necessary  financial  disclosures  required by
     generally accepted accounting  principles that might otherwise be necessary
     in the  circumstances  and should be read in conjunction with the Company's
     consolidated  financial  statements,  and notes thereto, for the year ended
     September 30, 2001.

2.   EARNINGS PER SHARE

     Basic  earnings  per share is based on net income  divided by the  weighted
     average number of shares  outstanding  during the period.  Diluted earnings
     per share shows the dilutive  effect of additional  common shares  issuable
     under stock options.

     A  reconciliation  of the  numerators  and  denominators  used in the basic
     earnings  per  common  share and the  diluted  earnings  per  common  share
     computations  for the three  months and nine months ended June 30, 2002 and
     2001 is presented below.



                                              Three Months Ended                Nine Months Ended
                                                    June 30,                          June 30,
                                                    --------                          --------
                                              2002             2001            2002             2001
                                              ----             ----            ----             ----
                                                                                 
Basic Earnings Per Common Share:
 Numerator:
   Net Income                             $   528,457      $   456,346      $ 1,413,366      $ 1,471,778
 Denominator:
   Weighted average common
       shares outstanding                   2,457,262        2,429,727        2,460,294        2,429,727
   Less: Weighted average
       unallocated ESOP shares                 (6,250)         (28,000)         (10,014)         (10,432)
                                          -----------      -----------      -----------      -----------
   Weighted average common shares
       outstanding for basic earnings
       per share                            2,451,012        2,401,727        2,450,280        2,419,295
                                          -----------      -----------      -----------      -----------

   Basic earnings per common share        $      0.22      $      0.19      $      0.58      $      0.61
                                          ===========      ===========      ===========      ===========



                                       8






                                                 Three Months Ended           Nine Months Ended
                                                      June 30,                     June 30,
                                                      --------                     --------
                                                2002           2001           2002          2001
                                                ----           ----           ----          ----
                                                                              
Diluted Earnings Per Common Share:
  Numerator:
   Net Income                                $  528,457     $  456,346     $1,413,366     $1,471,778
                                             ==========     ==========     ==========     ==========
  Denominator:
   Weighted average common
       shares outstanding for basic
       earnings per common share              2,451,012      2,401,727      2,450,280      2,419,295
   Add: Dilutive effects of assumed
       exercise of stock options, net
       of tax benefits                           27,257         47,093         34,783         41,617
                                             ----------     ----------     ----------     ----------
   Weighted average common and
       dilutive potential common
       shares outstanding                     2,478,269      2,448,820      2,485,063      2,460,912
                                             ==========     ==========     ==========     ==========

       Diluted earnings per common share     $     0.21     $     0.19     $     0.57     $     0.60
                                             ==========     ==========     ==========     ==========


3.   COMMITMENTS

     At June 30, 2002 and  September  30,  2001,  the  Company  had  outstanding
     commitments  to originate  and purchase  loans  totaling  $25.1 million and
     $29.7 million,  respectively,  excluding  undisbursed  portions of loans in
     process.  It is expected that  outstanding  loan commitments will be funded
     with existing liquid assets.

4.   INTANGIBLE ASSETS

     On October 1, 2001,  the Company  elected  early  adoption of  Statement of
     Financial  Accounting  Standards No. 141, "Business  Combinations," and No.
     142,  "Goodwill and Other  Intangible  Assets" (SFAS 141 and 142). SFAS 141
     addresses financial accounting and reporting for business  combinations and
     replaces APB Opinion No. 16, "Business  Combinations" (APB 16). SFAS 141 no
     longer  allows  the  pooling  of  interests   method  of   accounting   for
     acquisitions,  provides new recognition  criteria for intangible assets and
     carries forward without  reconsideration  the guidance in APB 16 related to
     the  application of the purchase  method of accounting.  SFAS 142 addresses
     financial   accounting  and  reporting  for  acquired  goodwill  and  other
     intangible  assets and  replaces APB Opinion No. 17,  "Intangible  Assets."
     SFAS 142 addresses how intangible assets should be accounted for upon their
     acquisition and after they have been initially  recognized in the financial
     statements.  The new  standards  provide  specific  guidance  on  measuring
     goodwill for impairment  annually using a two-step process.  The first step
     identifies  potential impairment and the second step measures the amount of
     goodwill impairment loss to be recognized.

     As of October  1, 2001,  the  Company  has  undertaken  to  identify  those
     intangible  assets that remain  separable  under the  provisions of the new
     standard  and those that are to be included in goodwill  and has  concluded
     that all amounts  should be included in goodwill.  In the year of adoption,
     SFAS 142  requires  the first step of the  goodwill  impairment  test to be
     completed  within the first six  months and the final step to be  completed
     within  twelve  months of adoption.  The Company has completed the goodwill
     impairment  test and has  determined  that there has been no  impairment of
     goodwill.

                                       9




     Had the  provisions  of SFAS 141 and 142 been  applied in fiscal year 2001,
     the  Company's  net  income  and net  income  per share  would have been as
     follows:



                                         Three Months Ended                              Nine Months Ended
                                            June 30, 2001                                  June 30, 2001
                                   --------------------------------------       ------------------------------------------
                                                    Basic       Diluted                          Basic          Diluted
                                                   earnings     earnings                        earnings      earnings per
                                   Net Income      per share    per share       Net Income      per share        share
                                   --------------------------------------       ------------------------------------------
                                                                                                
Net Income:
  As reported                       $456,346         $.19         $.19          $1,471,778         $.61           $.60
  Add:  Goodwill
            amortization              92,187          .04          .03             276,561          .11            .11
                                    --------         ----         ----          ----------         ----           ----
 Pro forma net income               $548,533         $.23         $.22          $1,748,339         $.72           $.71
                                    ========         ====         ====          ==========         ====           ====




     As of  September  30, 2001 and June 30,  2002,  the Company had  intangible
     assets of  $3,403,019,  all of which has been  determined  to be  goodwill.
     There was no goodwill  impairment loss or amortization  related to goodwill
     during the three months and nine months ended June 30, 2002.

                                       10




Part I. Financial Information
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations


                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES

GENERAL

First  Midwest  Financial,  Inc.  ("First  Midwest" or the  "Company") is a bank
holding  company  whose  primary  assets are First  Federal  Savings Bank of the
Midwest ("First Federal") and Security State Bank ("Security").  The Company was
incorporated  in 1993 as a  unitary  non-diversified  savings  and loan  holding
company and, on September  20, 1993,  acquired all of the capital stock of First
Federal in connection with First Federal's  conversion from mutual to stock form
of ownership.  On September 30, 1996, the Company became a bank holding  company
in conjunction with the acquisition of Security.

The following discussion focuses on the consolidated  financial condition of the
Company and its subsidiaries,  at June 30, 2002, compared to September 30, 2001,
and the consolidated  results of operations for the three months and nine months
ended June 30, 2002, compared to the same period in 2001. This discussion should
be read in conjunction with the Company's consolidated financial statements, and
notes thereto, for the year ended September 30, 2001.

FINANCIAL CONDITION

Total assets increased by $63.4 million, or 12.1%, to $586.6 million at June 30,
2002, from $523.2 million at September 30, 2001.

The  portfolio of securities  available for sale  increased  $56.7  million,  or
39.0%,  to $202.1 million at June 30, 2002, from $145.4 million at September 30,
2001. The increase  resulted from the purchase of securities  available for sale
in an amount greater than  maturities and principal  repayments  received during
the period.

The portfolio of net loans  receivable  increased by $6.9  million,  or 2.1%, to
$340.0 million at June 30, 2002,  from $333.1 million at September 30, 2001. The
increase was due to increases in commercial and multi-family  real estate loans,
commercial  business loans, and agricultural  loans, which were partially offset
by decreases in single-family residential mortgage loans and consumer loans.

Deposit balances increased by $23.3 million,  or 6.9%, to $362.1 million at June
30, 2002,  from $338.8  million at September  30, 2001.  The increase in deposit
balances  resulted  from  increases in checking  accounts,  money market  demand
accounts,  savings accounts,  and certificates of deposit in the amounts of $3.3
million, $6.0 million, $3.4 million, and $10.6 million, respectively.

The balance in advances  from the  Federal  Home Loan Bank of Des Moines  (FHLB)
decreased by $14.5 million,  or 11.5%,  to $111.9 million at June 30, 2002, from
$126.4  million at September  30,  2001.  The balance in  securities  sold under
agreements to repurchase increased by $53.5 million to $55.5 million at June 30,
2002,  from $2.0 million at September 30, 2001. The increase in securities  sold
under agreements to repurchase reflects the use of alternative borrowing sources
at comparatively lower costs to fund balance sheet growth during the period.

Total shareholders' equity increased $400,000, or 0.9%, to $44.1 million at June
30,  2002,   from  $43.7  million  at  September  30,  2001.   The  increase  in
shareholders'  equity reflects earnings during the period and an increase in the
unrealized  gain on securities  available for sale in accordance  with SFAS 115,
which were partially  offset by the repurchase of common shares held as Treasury
stock.

                                       11





NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

Generally,  when a loan  becomes  delinquent  90  days  or  more,  or  when  the
collection of principal or interest becomes doubtful, the Company will place the
loan on non-accrual  status and, as a result of this action,  previously accrued
interest income on the loan is taken out of current income. The loan will remain
on non-accrual  status until the loan has been brought  current,  or until other
circumstances  occur  that  provide  adequate  assurance  of full  repayment  of
interest and principal.

At June 30, 2002,  the Company had loans  delinquent  30 days and over  totaling
$15.2  million,  or 4.4% of total loans  compared to $15.1  million,  or 4.5% of
total loans at September 30, 2001.

At June 30, 2002,  commercial and  multi-family  real estate loans delinquent 30
days and over  totaled  $11.5  million,  or 3.4% of the total loan  portfolio as
compared  to $11.3  million,  or 3.4% of  total  loans at  September  30,  2001.
Multi-family  and commercial real estate loans generally  present a higher level
of risk than loans secured by one- to four-family residences.  This greater risk
is due to several factors, including the concentration of principal in a limited
number of loans and  borrowers,  the effect of general  economic  conditions  on
income  producing  properties  and the increased  difficulty  of evaluating  and
monitoring  these  types of loans.  The  majority  of the  Company's  delinquent
commercial   and   multi-family   real  estate  loans  have  been  purchased  as
participations with other lenders, are serviced by other lenders and are secured
by properties  outside the Company's  primary market area. These loans are being
closely  monitored by  management,  however,  there can be no assurance that all
loans will be fully collectible.

At June 30,  2002,  agricultural  operating  loans  delinquent  30 days and over
totaled $1.7 million,  or 0.48% of the total loan  portfolio as compared to $1.6
million,  or 0.48% of total loans at September  30, 2001.  Agricultural  lending
involves a greater degree of risk than one- to four-family  residential mortgage
loans because of the typically  larger loan  amounts.  In addition,  payments on
loans are  dependent  on the  successful  operation  or  management  of the farm
property  securing  the loan or for which an  operating  loan is  utilized.  The
success of the loan may also be affected  by factors  outside the control of the
agricultural  borrower,  such as the  weather  and grain and  livestock  prices.
Although management believes the Company's portfolio of agricultural real estate
and operating loans is well structured and adequately  secured,  there can be no
assurance that all loans will be fully collectible.

The table below sets forth the amounts and categories of  non-performing  assets
in the  Company's  loan  portfolio.  The  Company's  restructured  loans  (which
involved  forgiving a portion of the interest or principal on the loan or making
loans at a rate materially less than market rates) are included in the table and
were  performing as agreed at the date shown.  Foreclosed  assets include assets
acquired in settlement of loans.

                                       12




                                            June 30, 2002     September 30, 2001
                                            -------------     ------------------
                                                   (Dollars in Thousands)
Non-accruing loans:
     One-to four family                          $  111             $  168
     Commercial and multi-family                  5,075                464
     Agricultural real estate                        41                 --
     Consumer                                        32                 33
     Agricultural operating                         522                569
     Commercial business                            506                369
                                                 ------             ------
       Total non-accruing loans                   6,287              1,603

Accruing loans delinquent 90 days or more           804                 --
                                                 ------             ------
       Total non-performing loans                 7,091              1,603
                                                 ------             ------

Restructured loans:
     Consumer                                         9                 10
     Agricultural operating                          --                 14
     Commercial business                            300                 --
                                                 ------             ------
       Total  restructured loans                    309                 24
                                                 ------             ------

Foreclosed assets:
     Commercial real estate                         887                889
     One-to-four family                              --                 --
     Consumer                                        29                 51
                                                 ------             ------
     Total foreclosed assets                        918                940
     Less: Allowance for losses                      --                 --
                                                 ------             ------
       Total foreclosed assets, net                 918                940
                                                 ------             ------

Total non-performing assets                      $8,318             $2,567
                                                 ======             ======

Total as a percentage of total assets              1.42%              0.49%
                                                 ======             ======


The increase in non-accruing loans at June 30, 2002 as compared to September 30,
2001 is primarily due to the transfer of a $4.5 million  commercial  real estate
participation loan secured by a hotel to non-accrual status.

Classified Assets.  Federal  regulations provide for the classification of loans
and other assets as "substandard",  "doubtful" or "loss",  based on the level of
weakness  determined  to be  inherent in the  collection  of the  principal  and
interest.  When loans are  classified  as either  substandard  or doubtful,  the
Company may  establish  general  allowances  for loan losses in an amount deemed
prudent by management.  General allowances  represent loss allowances which have
been  established  to  recognize  the  inherent  risk  associated  with  lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular  problem  loans.  When assets are  classified as loss, the Company is
required either to establish a specific  allowance for loan losses equal to 100%
of that portion of the loan so  classified,  or to charge-off  such amount.  The
Company's  determination as to the classification of its loans and the amount of
its valuation  allowances are subject to review by its  regulatory  authorities,
whom may require  the  establishment  of  additional  general or  specific  loss
allowances.

On the basis of management's  review of its loans and other assets,  at June 30,
2002,  the  Company  had  classified  a total of $13.3  million of its assets as
substandard,   $101,000   as   doubtful   and  none  as  loss  as   compared  to
classifications  at  September  30, 2001 of $7.2  million  substandard,  $49,000
doubtful and none as loss.

Allowance  for Loan  Losses.  The Company  establishes  its  provision  for loan
losses, and evaluates the adequacy of its allowance for loan losses based upon a
systematic  methodology  consisting  of a number  of

                                       13




factors including,  among others, historic loss experience, the overall level of
non-performing  loans,  the  composition  of its loan  portfolio and the general
economic environment within which the Bank and its borrowers operate.

Current economic  conditions in the agricultural  sector of the Company's market
area indicate potential  weakness due to low commodity prices.  Price levels for
grain crops have generally been depressed since mid-1998 and currently remain at
historically  low  levels.  Grain  crop  prices  are not  expected  to  increase
significantly in the near term.  Livestock prices have recently weakened and are
being monitored as to their potential  impact to the Company.  The  agricultural
economy is accustomed to commodity price  fluctuations  and is generally able to
handle such  fluctuations  without  significant  problem.  Although  the Company
underwrites  its  agricultural  loans  based on the current  level of  commodity
prices, an extended period of low commodity prices or adverse growing conditions
could result in weakness in the  agricultural  loan portfolio and could create a
need for the Company to increase its allowance for loan losses through increased
charges to the provision for loan losses.

At June 30,  2002,  the Company has  established  an  allowance  for loan losses
totaling $4.4 million. The allowance  represents  approximately 62% of the total
non-performing   loans  at  June  30,  2002  as  compared  to  an  allowance  of
approximately 240% of the total non-performing loans at September 30, 2001.

The  following  table sets forth an  analysis of the  activity in the  Company's
allowance  for loan losses for the  nine-month  periods  ended June 30, 2002 and
2001:

                                                       2002            2001
                                                       ----            ----
                                                           (In Thousands)
   Balance, September 30,                             $ 3,869         $ 3,590
       Charge-offs                                       (263)           (167)
       Recoveries                                          45              43
       Additions charged to operations                    715             470
                                                      -------         -------
   Balance, June 30,                                  $ 4,366         $ 3,936
                                                      =======         =======

The allowance for loan losses  reflects  management's  best estimate of probable
losses  inherent in the  portfolio  based on  currently  available  information.
Future  additions to the  allowance for loan losses may become  necessary  based
upon changing  economic  conditions,  increased  loan balances or changes in the
underlying collateral of the loan portfolio.

RESULTS OF OPERATIONS

General.  For the three  months ended June 30,  2002,  the Company  recorded net
income of $528,000  compared  to net income of  $456,000  for the same period in
2001.  For the nine  months  ended June 30,  2002,  net  income  was  $1,413,000
compared  to  $1,472,000  for the same  period  in 2001.  Both  periods  reflect
increases in net interest income and  noninterest  income.  Noninterest  expense
increased in both periods  primarily due to start-up costs  associated  with the
opening of two new offices.

Net  income  for the  three  months  and nine  months  ended  June 30,  2002 was
positively  impacted  by the  adoption  of  Statement  of  Financial  Accounting
Standards  No. 141 and 142 (SFAS 141 and 142) related to business  combinations,
goodwill  and  other  intangible  assets.  The  adoption  of SFAS 141 and 142 on
October 1, 2001 eliminated  goodwill  amortization,  which increased earnings by
$92,000, or $.03 per diluted share, and $276,000, or $.11 per diluted share, for
the three and nine months ended June 30, 2002, respectively,  as compared to the
same periods in 2001.

                                       14





Net Interest  Income.  Net interest income  increased by $422,000,  or 13.0%, to
$3,659,000 for the three months ended June 30, 2002 from $3,237,000 for the same
period in 2001.  For the nine months  ended June 30, 2002,  net interest  income
increased $486,000,  or 5.0%, to $10,262,000 from $9,776,000 for the same period
in 2001.  The  increase  in net  interest  income for both  periods  reflects an
increase in the net  interest  rate spread  between  earning  assets and costing
liabilities.  For the three months ended June 30,  2002,  the net interest  rate
spread was 2.53%  compared  to 2.26% for the same  period in 2001.  For the nine
months ended June 30, 2002,  the net interest rate spread was 2.42%  compared to
2.30% for the same period in 2001.

Provision  for Loan  Losses.  For the three  months  ended  June 30,  2002,  the
provision for loan losses was $280,000  compared to $200,000 for the same period
in 2001.  For the nine months ended June 30, 2002, the provision for loan losses
was  $715,000  compared  to  $470,000  for the same  period in 2001.  Management
believes  that,  based on a detail review of the loan  portfolio,  historic loan
losses,  current economic  conditions,  and other factors,  the current level of
provision  for loan losses,  and the  resulting  level of the allowance for loan
losses,  reflects an adequate  allowance  against  probable losses from the loan
portfolio.

Noninterest Income. Noninterest income increased $102,000, or 23.7%, to $532,000
for the three  months  ended June 30, 2002 from  $430,000 for the same period in
2001.  For the nine months ended June 30,  2002,  noninterest  income  increased
$768,000, or 90.5%, to $1,617,000 from $849,000 for the same period in 2001. The
increase for both periods  reflects an increase in service charges  collected on
deposit  accounts,  an increase in  commissions  received  through the Company's
brokerage subsidiary, and the accretion of income from bank owned life insurance
purchased in August 2001.

Noninterest  Expense.  Noninterest  expense  increased  $475,000,  or 17.5%,  to
$3,184,000  for the three months ended June 30, 2002,  from  $2,709,000  for the
same  period in 2001.  For the nine  months  ended  June 30,  2002,  noninterest
expense  increased  $1,245,000,  or 15.8%, to $9,146,000 from $7,901,000 for the
same period in 2001. The increase for both periods reflects the costs associated
with opening a new office in Sioux  Falls,  South  Dakota,  which moved into its
newly constructed  facilities in April 2001. In addition, the Company opened its
third Des Moines,  Iowa,  location in November  2001.  Noninterest  expense also
increased as a result of the Company's  on-going  effort to maintain and enhance
its  technology  systems for the  efficient  delivery of products  and  customer
service. This includes internet banking,  which became available to customers in
January 2002.

Income Tax  Expense.  Income tax expense was $200,000 for the three months ended
June 30, 2002  compared to  $302,000  for the same period in 2001.  For the nine
months ended June 30, 2001, income tax expense was $604,000 compared to $782,000
for the same period in 2001. The decrease  reflects the decrease in the level of
taxable income between the comparable periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of funds are deposits,  borrowings,  principal and
interest  payments on loans,  investments and  mortgage-backed  securities,  and
funds provided by operations. While scheduled payments on loans, mortgage-backed
securities and short-term  investments  are  relatively  predictable  sources of
funds, deposit flows and early loan repayments are greatly influenced by general
interest rates, economic conditions and competition.

The Company uses its capital resources  principally to meet ongoing  commitments
to fund  maturing  certificates  of deposits and loan  commitments,  to maintain
liquidity,  and to meet  operating  expenses.  At June 30, 2002, the Company had
commitments to originate and purchase loans totaling $25.1 million.  The Company
believes that loan repayment and other sources of funds will be adequate to meet
its foreseeable short- and long-term liquidity needs.

                                       15





During July 2001,  the  Company's  trust  subsidiary,  First  Midwest  Financial
Capital  Trust  I,  sold $10  million  in  floating  rate  cumulative  preferred
securities. Proceeds from the sale were used to purchase subordinated debentures
of First Midwest,  which mature in the year 2031, and are redeemable at any time
after five years. The Company used the proceeds for general corporate purposes.

Regulations  require First Federal and Security to maintain  minimum amounts and
ratios of total risk-based  capital and Tier 1 capital to risk-weighted  assets,
and a  leverage  ratio  consisting  of Tier 1 capital  to  average  assets.  The
following  table sets forth First  Federal's and  Security's  actual capital and
required  capital  amounts  and  ratios at June 30,  2002  which,  at that date,
exceeded the capital adequacy requirements:



                                                                                                       Minimum Requirement
                                                                                                           To Be Well
                                                                               Minimum Requirement      Capitalized Under
                                                                              For Capital Adequacy      Prompt Corrective
                                                              Actual                 Purposes           Action Provisions
                                                              ------                 --------           ------------------
At June 30, 2002                                        Amount       Ratio     Amount        Ratio    Amount         Ratio
----------------                                        ------       -----     ------        -----    ------         -----
                                                                                                   
(Dollars in Thousands)
Total Capital (to risk weighted assets):
        First Federal                                  $46,640        12.9%    $28,876        8.0%    $36,095        10.0%
        Security                                         4,626        15.1       2,458        8.0       3,073        10.0
Tier 1 (Core) Capital (to risk weighted assets):
        First Federal                                   42,496        11.8      14,438        4.0      21,657         6.0
        Security                                         4,325        14.1       1,229        4.0       1,844         6.0
Tier 1 (Core) Capital (to adjusted total assets):
        First Federal                                   42,496         8.1      21,087        4.0      26,358         5.0
        Security                                         4,325         8.0       2,158        4.0       2,698         5.0
Tier 1 (Core) Capital (to average assets):
        First Federal                                   42,496         8.5      20,022        4.0      25,028         5.0



The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA)
established  five  regulatory  capital  categories  and  authorized  the banking
regulators to take prompt  corrective  action with respect to institutions in an
undercapitalized category. At June 30, 2002, First Federal and Security exceeded
minimum requirements for the well-capitalized category.

Forward-Looking Statements

The Company, and its wholly-owned subsidiaries,  First Federal and Security, may
from time to time make written or oral "forward-looking  statements,"  including
statements contained in its filings with the Securities and Exchange Commission,
in its reports to  shareholders,  and in other  communications  by the  Company,
which  are made in good  faith by the  Company  pursuant  to the  "safe  harbor"
provisions of the Private Securities Litigation Reform Act of 1995.

These  forward-looking   statements  include  statements  with  respect  to  the
Company's beliefs, expectations,  estimates, and intentions, that are subject to
significant risks and uncertainties,  and are subject to change based on various
factors, some of which are beyond the Company's control. Such statements address
the following subjects: future operating results; customer growth and retention;
loan and other product demand;  earnings growth and  expectations;  new products
and  services;  credit  quality and  adequacy of reserves;  technology;  and our
employees.  The  following  factors,  among  others,  could cause the  Company's
financial performance to differ materially from the expectations, estimates, and
intentions  expressed in such  forward-looking  statements:  the strength of the
United  States  economy in general and the  strength of the local  economies  in
which the Company

                                       16




conducts operations; the effects of, and changes in, trade, monetary, and fiscal
policies  and laws,  including  interest  rate  policies of the Federal  Reserve
Board; inflation,  interest rate, market, and monetary fluctuations;  the timely
development  of and  acceptance  of new products and services of the Company and
the perceived  overall value of these products and services by users; the impact
of changes in financial services' laws and regulations;  technological  changes;
acquisitions; changes in consumer spending and saving habits; and the success of
the Company at managing the risks involved in the foregoing.

The foregoing list of factors is not exclusive. Additional discussion of factors
affecting  the  Company's  business and  prospects is contained in the Company's
periodic  filings with the SEC. The Company does not  undertake,  and  expressly
disclaims any intent or  obligation,  to update any  forward-looking  statement,
whether  written or oral,  that may be made from time to time by or on behalf of
the Company.

                                       17




Part I.   Financial Information
Item 3.   Quantitative and Qualitative Disclosure About Market Risk


Market Risk

The Company is exposed to the impact of interest rate changes and changes in the
market value of its investments.

The Company currently focuses lending efforts toward  originating and purchasing
competitively priced  adjustable-rate loan products and fixed-rate loan products
with relatively  short terms to maturity.  This allows the Company to maintain a
portfolio  of loans that will be  sensitive  to changes in the level of interest
rates while  providing a reasonable  spread to the cost of  liabilities  used to
fund the loans.

The Company's primary  objective for its investment  portfolio is to provide the
liquidity  necessary to meet loan funding  needs.  This portfolio is used in the
ongoing  management  of  changes to the  Company's  asset/liability  mix,  while
contributing  to  profitability  through  earnings flow.  The investment  policy
generally  calls for funds to be invested  among various  categories of security
types and  maturities  based upon the Company's  need for  liquidity,  desire to
achieve a proper balance between  minimizing risk while  maximizing  yield,  the
need  to  provide  collateral  for  borrowings,  and to  fulfill  the  Company's
asset/liability management goals.

The  Company's  cost of funds  responds to changes in interest  rates due to the
relatively short-term nature of its deposit portfolio. Consequently, the results
of  operations  are generally  influenced  by the level of  short-term  interest
rates.  The Company  offers a range of  maturities  on its  deposit  products at
competitive rates and monitors the maturities on an ongoing basis.

The Company  emphasizes and promotes its savings,  money market,  demand and NOW
accounts  and,  subject  to market  conditions,  certificates  of  deposit  with
maturities of six months through five years, principally from its primary market
area. The savings and NOW accounts tend to be less  susceptible to rapid changes
in interest rates.

In managing its  asset/liability  mix, the Company,  at times,  depending on the
relationship  between long- and short-term interest rates, market conditions and
consumer  preference,  may place somewhat greater emphasis on maximizing its net
interest margin than on strictly  matching the interest rate  sensitivity of its
assets and liabilities.  Management believes that the increased net income which
may result from an  acceptable  mismatch in the actual  maturity or repricing of
its asset and liability  portfolios  can,  during periods of declining or stable
interest rates,  provide sufficient returns to justify the increased exposure to
sudden and  unexpected  increases in interest rates which may result from such a
mismatch.  The Company  has  established  limits,  which may change from time to
time, on the level of acceptable  interest rate risk. There can be no assurance,
however,  that in the event of an adverse change in interest rates the Company's
efforts to limit interest rate risk will be successful.

Net Portfolio Value The Company uses a Net Portfolio  Value ("NPV")  approach to
the  quantification  of  interest  rate  risk.  This  approach   calculates  the
difference  between the present value of expected cash flows from assets and the
present  value of expected  cash flows from  liabilities,  as well as cash flows
from  off-balance-sheet  contracts.  Management  of  the  Company's  assets  and
liabilities is performed within the context of the marketplace,  but also within
limits established by the Board of Directors on the amount of change in NPV that
is acceptable given certain interest rate changes.

                                       18




Presented  below,  as of June 30, 2002 and September 30, 2001, is an analysis of
the  Company's  interest  rate  risk  as  measured  by  changes  in  NPV  for an
instantaneous  and  sustained  parallel  shift in the yield curve,  in 100 basis
point increments, up and down 200 basis points. As illustrated in the table, the
Company's  NPV at June 30, 2002 is somewhat more  sensitive to  increasing  rate
changes than declining rates. This occurs primarily because,  as rates rise, the
market value of the Company's  fixed-rate loans and  mortgage-backed  securities
declines  due both to the  interest  rate  increase  and the related  slowing of
prepayments.  When rates decline,  the Company does not experience a significant
rise in market  value for these  loans and  mortgage-backed  securities  because
borrowers prepay at relatively higher rates. The value of the Company's deposits
and borrowings change in approximately the same proportion in rising and falling
interest  rate  scenarios.  At September  30, 2001,  the  Company's NPV was more
sensitive to declining interest rates than to increasing interest rates.



                                                   At June 30, 2002             At September 30, 2001
     Change in Interest    Rates Board Limit       ----------------             ---------------------
     (Basis Points)             % Change       $ Change      % Change           $ Change     % Change
     --------------             --------       --------      --------           --------     --------
                                                               (Dollars in Thousands)
                                                                                  
        +200 bp                    (40)%      $ (5,122)        (12)%           $ (2,472)        (6)%
        +100 bp                    (25)         (1,751)         (4)                (698)        (2)
         0 bp                       --              --          --                   --         --
        -100 bp                    (10)         (2,156)         (5)              (4,336)       (11)
        -200 bp                    (15)         (5,042)        (11)             (11,377)       (29)



Certain  shortcomings  are  inherent in the method of analysis  presented in the
foregoing table.  For example,  although certain assets and liabilities may have
similar maturities or periods to repricing,  they may react in different degrees
to changes in market interest  rates.  Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates,  while  interest  rates on other  types may lag behind  changes in market
rates. Additionally, certain assets such as adjustable-rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the  asset.  Further,  in the event of a change in  interest  rates,
prepayments and early withdrawal  levels would likely deviate from those assumed
in  calculating  the tables.  Finally,  the ability of some borrowers to service
their debt may decrease in the event of an interest rate  increase.  The Company
considers all of these factors in monitoring its exposure to interest rate risk.

                                       19




                          FIRST MIDWEST FINANCIAL, INC.

                           PART II - OTHER INFORMATION

                                    FORM 10-Q


Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibits:

                   99.1    Certification of Chief Executive Officer.
                   99.2    Certification of Chief Financial Officer.

(b)      Reports on Form 8-K:

                           None



All other items have been  omitted as not required or not  applicable  under the
instructions.


                                       20




                          FIRST MIDWEST FINANCIAL, INC.

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  FIRST MIDWEST FINANCIAL, INC.



Date:  August 13, 2002     By:    /s/ James S. Haahr
       ---------------           -----------------------------------------------
                                      James S. Haahr, Chairman of the Board,
                                      President and Chief Executive Officer



Date:  August 13, 2002     By:    /s/ Donald J. Winchell
       ---------------           -----------------------------------------------
                                      Donald J. Winchell, Senior Vice President,
                                      Treasurer and Chief Financial Officer

                                       21