SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 FINAL AMENDMENT
                                       TO
                                 SCHEDULE 13E-4

                          ISSUER TENDER OFFER STATEMENT
      (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)

                        MISSISSIPPI VIEW HOLDING COMPANY
                        --------------------------------
                                (Name of Issuer)

                        MISSISSIPPI VIEW HOLDING COMPANY
                        --------------------------------
                        (Name of Person Filing Statement)

                     Common Stock, Par Value $0.10 per Share
                     ---------------------------------------
                         (Title of Class of Securities)

                                   605785 10 4
                      -------------------------------------
                      (CUSIP Number of Class of Securities)

                               Thomas J. Leiferman
                      President and Chief Executive Officer
                        Mississippi View Holding Company
                                35 East Broadway
                       Little Falls, Minnesota 56345-3093
                                 (320) 632-5461

                                 With Copies to:

                             Lloyd H. Spencer, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               One Franklin Square
                               1301 K Street, N.W.
                                 Suite 700 East
                              Washington, DC 20005
                                 (202) 434-4660
                       -----------------------------------
                       (Name, Address and Telephone Number
           of Persons Authorized to Receive Notices and Communications
                     on Behalf of Persons Filing Statement)

                                 April 13, 1998
     ----------------------------------------------------------------------
     (Date Tender Offer First Published, Sent or Given to Security Holders)



                            CALCULATION OF FILING FEE
================================================================================
Transaction Valuation*                                               Amount of
================================================================================
$4,773,000                                                            $954.60
================================================================================

*    For purposes of calculating fee only. Based on the Offer for 222,000 shares
     at the maximum tender offer price per share of $21.50.

[     ]  Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
      0-11(a)(2)  and  identify  the filing  with which the  offsetting  fee was
      previously  paid.  Identify the previous filing by registration  statement
      number, or the form or schedule and the date of its filing.


                                          
Amount Previously Paid:  $954.60            Filing Party:  Mississippi View Holding Company
Form or Registration No.:  Schedule 13E-4   Date Filed:  April 14, 1998







      This Final  Amendment  amends and  supplements  the  Issuer  Tender  Offer
Statement (the "Statement") filed on April 14, 1998, and amended on May 1, 1998,
May 8, 1998 and May 12, 1998, relating to the issuer tender offer by Mississippi
View Holding Company, a Minnesota corporation (the "Company"), to purchase up to
222,000  shares of common stock,  par value $0.10 per share (the  "Shares"),  at
prices not greater than $21.50 nor less than $19.50 per Share upon the terms and
subject to the  conditions  set forth in the Offer to Purchase,  dated April 13,
1998 (the "Offer to Purchase") and the related Letter of Transmittal  (which are
herein collectively referred to as the "Offer").  The Offer is being made to all
holders of Shares, including officers, directors and affiliates of the Company.

      The "Modified  Dutch Auction"  self-tender  offer which commenced on April
13, 1998,  expired at 5:00 p.m.,  Eastern Time,  May 11, 1998.  Based on a final
count 222,050 shares tendered will be purchased, approximately 30% of the common
shares  outstanding,  and the price at which such  shares will be  purchased  is
$21.25 per share  (the  "Purchase  Price").  Odd lots  tendered  at or below the
purchase  price  totaling 514 shares will be purchased  in their  entirety.  The
remaining  221,536  shares will be purchased on a 89 percent pro rata basis from
shareholders  who tendered a total of 248,912  shares to the Company at or below
the  Purchase  Price.  All shares not  purchased  will be returned to  tendering
shareholders as promptly as practicable.

                                        2




                                    SIGNATURE

      After  reasonable  inquiry and to the best of my knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.





Dated:  May 19, 1998.





                                MISSISSIPPI VIEW HOLDING COMPANY



                        By:     /s/ Thomas J. Leiferman
                                ------------------------------------------------
                                Name:   Thomas J. Leiferman
                                Title:  President and Chief Executive Officer