FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * POTHOVEN JOHN P   2. Issuer Name and Ticker or Trading Symbol ISB Financial Corp. [MOFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO/Subsidiary (Last) (First) (Middle) 102 SOUTH CLINTON STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/14/2008 (Street) IOWA CITY, IA 52240 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/14/2008   A   27,694 (1) A $ 0 (1) 27,694 D   Common Stock 03/14/2008   A   14,999 (1) A $ 0 (1) 14,999 I By IRA Common Stock 03/14/2008   A   30,896 (1) A $ 0 (1) 30,896 I By ESOP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 17.77

03/14/2008

A

3,800 (2)

(2)

12/31/2008

Common Stock

3,800

$ 0

3,800

D

Stock Option

$ 11.85

03/14/2008

A

2,375 (2)

(2)

12/31/2011

Common Stock

2,375

$ 0

2,375

D

Stock Option

$ 16.86

03/14/2008

A

4,750 (2)

(2)

12/31/2012

Common Stock

4,750

$ 0

4,750

D

Stock Option

$ 19.75

03/14/2008

A

4,987 (2)

(2)

12/31/2013

Common Stock

4,987

$ 0

4,987

D

Stock Option

$ 21.94

03/14/2008

A

4,750 (2)

(2)

12/30/2014

Common Stock

4,750

$ 0

4,750

D

Stock Option

$ 18.71

03/14/2008

A

2,375 (2)

(2)

12/30/2015

Common Stock

2,375

$ 0

2,375

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POTHOVEN JOHN P 102 SOUTH CLINTON STREET IOWA CITY, IA 52240			President & CEO/Subsidiary

Signatures

/s/ John P. Pothoven		03/18/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Received in exchange for shares of MidWestOne Financial Group, Inc. ("OSKY") common stock in connection with the merger of OSKY into MidWestOne Financial Group, Inc. (f/k/a ISB Financial Corp.)("MOFG") at a rate of 0.95 share of MOFG common stock for each share of OSKY common stock. On the effective date of the merger, the closing price of OSKY common stock was $16.60 per share, and the closing price of MOFG common stock was $18.25.
(2)	Received in the merger in exchange for an option to acquire shares of OSKY common stock. Pursuant to the terms of the merger, all outstanding options to acquire OSKY common stock became fully vested prior to the effective time of the merger and became exercisable for the number of whole shares of MOFG common stock equal to the number of shares of OSKY common stock subject to the option multiplied by 0.95 (rounded down to the nearest whole number) with an exercise price equal to the original exercise price divided by 0.95 (rounded up to the nearest whole cent).

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