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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

For the quarterly period ended September 30, 2004

                                       OR

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

 For the transition period from                to
                                --------------       --------------

                         Commission File Number 00-50347

                           JEFFERSON BANCSHARES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

               TENNESSEE                                    45-0508261
   (State or other jurisdiction of                 (I.R.S. Employer I.D. Number)
    incorporation or organization)


 120 EVANS AVENUE, MORRISTOWN, TENNESSEE                       37814
(Address of principal executive offices)                     (Zip code)

                                 (423) 586-8421
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by checkmark whether the registrant (1) has 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 by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).   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:

        At November 9, 2004, the registrant had 7,984,417 shares of common
stock, $0.01 par value per share, outstanding.





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                                      INDEX
                                                                            Page


                           Part II - OTHER INFORMATION

Item 6.    Exhibits ...................................................       28

SIGNATURES











                                        2
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ITEM 6.     EXHIBITS

Explanatory Note

      This amendment is being filed to correct a typographical error in Exhibit
32.1 Specifically, the signature line for the Registrant's Chief Financial
Officer, Treasurer and Secretary inadvertently included an incorrect signatory.
A revised Exhibit 32.1 is attached hereto.

         31.1    Rule 13a-14(a)/15d-14(a) certification of the principal
                 executive officer

         31.2    Rule 13a-14(a)/15d-14(a) certification of the principal
                 financial officer

         32.1    Section 1350 certification










                                       3


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                                   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.


                                          JEFFERSON BANCSHARES, INC.



November 9, 2004                          /s/ Anderson L. Smith
                                          -------------------------------------
                                          Anderson L. Smith
                                          President and Chief Executive Officer



November 9, 2004                          /s/ Jane P. Hutton
                                          --------------------------------------
                                          Jane P. Hutton
                                          Chief Financial Officer, Treasurer and
                                            Secretary