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

                                   FORM 10-QSB

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

     For the quarterly period ended June 30, 2003

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

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

                        Commission file number 000-31789

                               ASB HOLDING COMPANY
        (Exact name of small business issuer as specified in its charter)

   United States                                              56-2317250
 ---------------------------------                        ----------------------
(State or other jurisdiction                                (I.R.S. Employer
 of Incorporation or organization)                        Identification Number)


                 365 Broad Street, Bloomfield, New Jersey 07003
                    (Address of Principal Executive Offices)


                                 (973) 748-3600
                (Issuer's telephone number, including area code)



Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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 [ ] No [ X ]


As of August  31,  2003  there were no  outstanding  shares of the  Registrant's
Common Stock.

Transitional Small Business Disclosure format (Check one): Yes [ ]   No [X]

<PAGE>

                               ASB HOLDING COMPANY

                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                             <C>
PART I - FINANCIAL INFORMATION (UNAUDITED)
     Item 1.    Financial Statements                                                    3
                Notes to Financial Statements                                           8

     Item 2.    Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                   9

     Item 3.    Controls and Procedures                                                14


PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings                                                      15
     Item 2.    Changes in Securities                                                  15
     Item 3.    Defaults Upon Senior Securities                                        15
     Item 4.    Submission of Matters to a Vote of Securities Holders                  15
     Item 5.    Other Information                                                      15
     Item 6.    Exhibits and Reports                                                   15


FORM 10-QSB SIGNATURE PAGE                                                             16

CERTIFICATIONS                                                                         17

                                       2
</TABLE>
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

American Savings Bank of NJ
Statements of Financial Condition
(in thousands, except share data)
(unaudited)

<TABLE>
<CAPTION>
                                                                   June 30,  September 30,
                                                                      2003       2002
                                                                   --------   --------
<S>                                                                <C>        <C>
ASSETS
Cash and cash equivalents
     Cash and due from banks (interest-bearing:  June 30, 2003 -
       $3,226; September 30, 2002 - $6,860)                        $  4,733   $  9,030
     Federal funds sold                                               3,400      8,300
                                                                   --------   --------
         Total cash and cash equivalents                              8,133     17,330

Securities available-for-sale                                        99,233     90,134
Securities held-to-maturity (fair value: June 30, 2003 -
  $3,293; September 30, 2002 - $7,023)                                3,254      6,970
Loans, net                                                          246,221    208,374
Loans held for sale                                                   2,311          -
Premises and equipment                                                3,930      3,786
Federal Home Loan Bank stock, at cost                                 2,800      2,200
Cash surrender value of life insurance                                4,978      4,477
Accrued interest receivable                                           1,284      1,313
Other assets                                                          1,104        295
                                                                   --------   --------
     Total assets                                                  $373,248   $334,879
                                                                   ========   ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits
         Non-interest-bearing                                      $ 22,504   $ 16,816
         Interest-bearing                                           262,215    247,771
                                                                   --------   --------
              Total deposits                                        284,719    264,587

     Advance payments by borrowers for taxes and insurance            1,989      1,713
     Federal Home Loan Bank advances                                 56,000     44,000
     Due to broker                                                    5,070          -
     Accrued interest payable and other liabilities                   2,887      2,707
                                                                   --------   --------
         Total liabilities                                          350,665    313,007

Stockholders' Equity
     Preferred stock, no par value; 2,000,000 shares authorized           -          -
     Common stock, $.10 par value; 8,000,000 shares
       authorized; 100 shares issued and outstanding                      -          -
     Retained earnings                                               22,474     21,341
     Accumulated other comprehensive income                             109        531
                                                                   --------   --------
         Total stockholders' equity                                  22,583     21,872
                                                                   --------   --------
              Total liabilities and stockholders' equity           $373,248   $334,879
                                                                   ========   ========
</TABLE>

            See accompanying notes to unaudited financial statements

                                       3
<PAGE>

American Savings Bank of NJ
Statements of Income
(in thousands, except share data)
(unaudited)

<TABLE>
<CAPTION>
                                                           Three Months          Nine Months
                                                          Ended June 30,        Ended June 30,
                                                      -------------------   --------------------
                                                        2003       2002       2003        2002
                                                      --------   --------   --------    --------
<S>                                                 <C>        <C>        <C>         <C>
Interest and dividend income
    Loan, including fees                              $  3,645   $  3,277   $ 10,773    $  9,531
    Securities                                             719      1,103      2,301       3,335
    Federal funds sold and other                            49         63        182         197
                                                      --------   --------   --------    --------
       Total interest income                             4,413      4,443     13,256      13,063

Interest expense
    NOW and money market                                    60         52        238         128
    Savings                                                571        545      1,703       1,628
    Certificates of deposit                                825        976      2,651       3,236
    Federal Home Loan Bank advances                        730        557      2,099       1,650
                                                      --------   --------   --------    --------
       Total interest expense                            2,186      2,130      6,691       6,642
                                                      --------   --------   --------    --------

Net interest income                                      2,227      2,313      6,565       6,421

Provision for loan losses                                   41          -        171           1
                                                      --------   --------   --------    --------

Net interest income after provision for loan losses      2,186      2,313      6,394       6,420

Noninterest income
    Service charges on deposits                             60         63        196         177
    Income from cash surrender value of
     life insurance                                         59         49        177          49
    Loss on sales of securities                              -          -       (188)          -
    Gain on sale of loans                                   84          -         84           -
    Other                                                   84         60        193         185
                                                      --------   --------   --------    --------
       Total noninterest income                            287        172        462         411

Noninterest expense
    Salaries and employee benefits                       1,080      1,035      3,397       2,951
    Occupancy and equipment                                205        189        596         539
    Data processing                                        132        130        396         358
    Advertising                                             39         74        142         332
    Federal deposit insurance                               11         10         32          26
    Other                                                  207        190        507         478
                                                      --------   --------   --------    --------
       Total noninterest expense                         1,674      1,628      5,070       4,684
                                                      --------   --------   --------    --------

Income before provision for income taxes                   799        857      1,786       2,147

Provision for income taxes                                 298        294        653         763
                                                      --------   --------   --------    --------

Net income                                            $    501   $    563   $  1,133    $  1,384
                                                      ========   ========   ========    ========

Comprehensive income                                  $    408   $  1,350   $    711    $  1,419
                                                      ========   ========   ========    ========

Earnings per share:
    Basic and diluted                                 $  5,000   $  5,634   $ 11,330    $ 13,840
                                                      ========   ========   ========    ========
</TABLE>

            See accompanying notes to unaudited financial statements

                                       4
<PAGE>

American Savings Bank of NJ
Statements of Stockholders' Equity
Nine months ended June 30, 2003
(in thousands)
(unaudited)

<TABLE>
<CAPTION>
                                                                        Accumulated
                                                                           Other
                                                                       Comprehensive                    Compre-
                                                          Retained        Income           Total        hensive
                                                          Earnings        (Loss)          Equity        Income
                                                          --------        ------          ------        ------

<S>                                                  <C>              <C>            <C>
Balance at October 1, 2002                             $    21,341      $       531    $     21,872

Comprehensive income
    Net income                                               1,133                -           1,133
    Change in unrealized gain on securities
     available- for-sale, net of taxes                           -             (422)           (422)
       Total comprehensive income                                                               711    $     711
                                                       -----------      -----------    ------------    =========

Balance at June 30, 2003                               $    22,474      $       109    $     22,583
                                                       ===========      ===========    ============
</TABLE>

            See accompanying notes to unaudited financial statements

                                       5
<PAGE>

American Savings Bank of NJ
Statements of Cash Flows
(in thousands)
(unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                                 June 30,
                                                                          --------------------
                                                                             2003        2002
                                                                          --------    --------
<S>                                                                     <C>         <C>

Cash flows from operating activities
    Net income                                                            $  1,133    $  1,384
    Adjustments to reconcile net income to net cash
      provided by operating activities
       Depreciation and amortization                                           272         285
       Net amortization of premiums and discounts                              773         298
       Losses on sales of securities available-for-sale                        188           -
       Provision for loan losses                                               171           1
       Increase in cash surrender value of life insurance                     (177)        (49)
       Gain on sale of other real estate owned                                  (3)          -
       Gain on sale of loans                                                   (84)          -
       Proceeds from sales of loans                                          2,946           -
       Origination of loans held for sale                                   (5,173)          -
       Change in accrued interest receivable                                    29        (141)
       Change in other assets                                                 (521)        131
       Change in deferred income taxes                                          (7)         43
       Increase in other liabilities                                           180         332
                                                                          --------    --------
              Net cash from operating activities                              (273)      2,284

Cash flows from investing activities
    Net increase in loans receivable                                       (38,078)    (30,675)
    Principal paydowns on securities held-to-maturity                        3,724       2,499
    Purchases of securities available-for-sale                             (81,817)    (44,009)
    Sales of securities available-for-sale                                  21,026           -
    Principal paydowns on securities available-for-sale                     55,090      13,590
    Purchase of Federal Home Loan Bank stock                                (1,035)       (175)
    Redemption of Federal Home Loan Bank stock                                 435          50
    Purchase of bank-owned life insurance                                     (324)     (3,500)
    Purchase of premises and equipment                                        (416)       (295)
    Proceeds from sale of other real estate                                     63           -
                                                                          --------    --------
       Net cash from investing activities                                  (41,332)    (62,515)

Cash from financing activities
    Net increase in deposits                                                20,132      53,963
    Net change in advance payments by borrowers for taxes and insurance        276         365
    Repayment of Federal Home Loan Bank of New York advances                (3,000)    (13,000)
    Federal Home Loan Bank of New York advances                             15,000      10,000
                                                                          --------    --------
       Net cash from financing activities                                   32,408      51,328
                                                                          --------    --------

Net change in cash and cash equivalents                                     (9,197)     (8,903)

Cash and cash equivalents at beginning of period                            17,330      22,109
                                                                          --------    --------

Cash and cash equivalents at end of period                                $  8,133    $ 13,206
                                                                          ========    ========

</TABLE>
                                    Continued

                                        6
<PAGE>

American Savings Bank of NJ
Statements of Cash Flows
(in thousands)
(unaudited)
                                                              Nine Months Ended
                                                                  June 30,
                                                              -----------------
                                                               2003     2002
                                                              ------    -----

Supplemental cash flow information:
    Cash paid during the period for
       Interest                                               $6,651    6,621
       Income taxes, net of refunds                              474      565

Supplemental disclosures of noncash investing transactions:
    Transfer of loans to other real estate owned                  60        -
    Due to broker                                              5,070        -


            See accompanying notes to unaudited financial statements

                                       7
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions to Form 10-QSB and Article 10 of Regulation S-B. Accordingly,  they
do not include all the information  and notes required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  These interim  statements  should be read in  conjunction  with the
consolidated  financial  statements and notes thereto  included in the Form SB-2
Registration  Statement  filed by the Company with the  Securities and Exchanges
Commission.  The  September  30, 2002 balance  sheet  presented  herein has been
derived  from  the  audited  financial  statements  included  in the  Form  SB-2
Registration  Statement filed with the Securities and Exchange  Commission,  but
does not include all  disclosures  required by accounting  principles  generally
accepted in the United States of America.

         To  prepare   financial   statements  in  conformity   with  accounting
principles generally accepted in the United States of America,  management makes
estimates and assumptions  based on available  information.  These estimates and
assumptions  affect the amounts  reported in the  financial  statements  and the
disclosures  provided,  and future results could differ.  The allowance for loan
losses and status of contingencies are particularly subject to change.

         In the opinion of  management,  the  unaudited  consolidated  financial
statements  contain all adjustments which are normal and recurring in nature and
necessary for a fair presentation of the financial condition as of June 30, 2003
and results of  operations  for the nine month  periods  ended June 30, 2003 and
June 30, 2002,  but are not  necessarily  indicative of the results which may be
expected for the entire year.

         The accompanying unaudited financial statements include the accounts of
American  Savings Bank of NJ ("the Bank") as of June 30, 2003 and  September 30,
2002 and for the  three-month  and  nine-month  periods  ended June 30, 2003 and
2002. The financial  statements of ASB Holding Company ("the Company") have been
omitted because the Company has not conducted any business other than that of an
organizational  nature via an initial  funding of $100,000 from the Bank on June
10, 2003.


Note 2 - Adoption of Plan of Reorganization and Stock Issuance

         On  February  10,  2003 (as  amended on August 8,  2003),  the Board of
Directors  of the Bank  adopted a plan to form ASB  Holding  Company  (the Stock
Holding  Company),  a new mid-tier holding company,  with the concurrent sale of
the Stock  Holding  Company's  common stock in an amount equal to 30% of the pro
forma market value of the Stock Holding Company and the Bank after giving effect
to the offering.  As part of the formation of the Stock Holding Company, the MHC
will contribute all of its ownership of the Bank to the Stock Holding Company. A
subscription  offering of the shares of common stock in the new holding  company
is being offered  initially to the Bank's  eligible  deposit account holders and
the Bank's tax qualified  employee  benefit  plan,  then to other members of the
Bank.  Any shares of the Stock  Holding  Company's  common stock not sold in the
subscription  offering  will be offered for sale to the general  public,  giving
preference  to the Bank's  market  area.  The  document was mailed on August 23,
2003, and the initial public  offering  period is expected to close on September
15, 2003.

         Upon  completion of the plan,  the MHC will own 70% of the  outstanding
stock of the Stock Holding  Company,  with the remaining 30% held by the public.
The  Stock  Holding  Company  will  own 100% of the  Bank.  The Bank may not pay
dividends to the Stock Holding  Company if the dividends would cause the Bank to
fall below the "well capitalized" capital threshold.

         The Stock Holding  Company intends to contribute  approximately  80% of
the  proceeds of the offering to the Bank at the minimum and the  midpoint.  The
contribution  will be limited to 80% of the midpoint for

                                       8
<PAGE>

the maximum and maximum as adjusted.  The Stock  Holding  Company will also lend
its employee stock ownership plan cash to enable the plan to buy up to 8% of the
shares issued in the offering to persons other than the MHC. The balance will be
retained as the Stock Holding Company's initial  capitalization  and may be used
for general business purposes including  investment in securities,  repurchasing
shares of its common stock and paying dividends.  The funds received by the Bank
will be used for  general  business  purposes  including  originating  loans and
purchasing  securities and may also be used for growth through  expansion of the
branch office network.

         Offering  costs will be deferred and deducted  from the proceeds of the
shares sold in the stock offering.  If the offering is not completed,  all costs
will be  charged  to  expense.  At June 30,  2003,  $301,939  of costs have been
incurred.


Note 3 - Earnings Per Share

         Basic  earnings per common share is net income  divided by the weighted
average  number of common  shares  outstanding  during the period.  The weighted
average common shares outstanding were 100 for all periods presented. There were
no potentially dilutive securities for any periods presented.


Note 4 - New Accounting Pronouncements

         The Financial Accounting Standards Board (FASB) recently issued two new
accounting  standards,  Statement 149,  Amendment of Statement 133 on Derivative
Instruments and Hedging  Activities,  and Statement 150,  Accounting for Certain
Financial  Instruments  with  Characteristics  of both Liabilities and Equities,
both of which generally become effective in the quarter  beginning July 1, 2003.
Because the Bank does not have these instruments,  the new accounting  standards
will not materially affect the Bank's operating results or financial condition.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Forward-Looking Statements

         This report  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995 as amended  and is  including  this  statement  for  purposes of these safe
harbor  provisions.  Forward-looking  statements,  which  are  based on  certain
assumptions  and describe  future plans,  strategies,  and  expectations  of the
Company,  are generally  identifiable by use of the words  "believe,"  "expect,"
"intend,"  "anticipate,"  "estimate,"  "project,"  or similar  expressions.  The
Company's  ability to predict  results or the actual  effect of future  plans or
strategies is inherently  uncertain.  Factors that could have a material adverse
affect  on  the  operations  and  future   prospects  of  the  Company  and  its
wholly-owned  subsidiaries include, but are not limited to, changes in: interest
rates; general economic conditions;  legislative/regulatory provisions; monetary
and fiscal  policies  of the U.S.  Government,  including  policies  of the U.S.
Treasury and the Federal  Reserve Board;  the quality or composition of the loan
or investment portfolios;  demand for loan products; deposit flows; competition;
demand for  financial  services in the  Company's  market area;  and  accounting
principles,  policies,  and guidelines.  These risks and uncertainties should be
considered in evaluating  forward-looking  statements, and undue reliance should
not be placed on such statements.

                                       9
<PAGE>

Comparison of Financial Condition at June 30, 2003 and September 30, 2002

         Our total  assets  increased  by $38.3  million,  or  11.4%,  to $373.2
million at June 30, 2003 from $334.9 million at September 30, 2002. The increase
reflected  growth in loans  receivable and  securities,  funded by a decrease in
cash and cash  equivalents  and increases in deposits and Federal Home Loan Bank
advances.  Loans increased by $37.8 million, or 18.1%, to $246.2 million at June
30,  2003 from $208.4  million at  September  30,  2002.  Our  increase in loans
resulted from a higher volume of one-to  four-family  mortgage loan originations
reflecting  increased  demand as borrowers sought to take advantage of continued
low market  interest  rates.  During June of 2003,  for the purposes of managing
interest rate risk,  the Bank returned to a strategy of selling a portion of its
long term,  fixed rate mortgage  loans  originated  into the  secondary  market,
resulting in loans held for sale of $2.3  million at June 30,  2003.  Securities
classified as  available-for-sale  increased  $9.1 million,  or 10.1%,  to $99.2
million at June 30, 2003 from $90.1  million at September 30, 2002 as funds were
reinvested out of cash and cash equivalents. Cash and cash equivalents decreased
by $9.2 million,  or 53.2%,  to $8.1 million at June 30, 2003 from $17.3 million
at  September  30, 2002 to provide  funding for  securities  purchases  and loan
originations.

         Total deposits  increased by $20.1 million,  or 7.6%, to $284.7 million
at June 30,  2003 from  $264.6  million at  September  30,  2002.  The  increase
reflected growth in savings and  certificates of deposit,  partially offset by a
decrease in checking accounts. Savings accounts increased $19.0 million or 18.8%
to $120.5 million. Certificates of deposit increased by $2.8 million, or 2.4% to
$121.4  million.  Checking  accounts,  including  demand,  NOW and money  market
checking  accounts,  decreased  $1.7  million,  or 3.8% to  $42.9  million.  The
increase  in savings  accounts  continues  to be  primarily  a result of a money
market savings product that the Bank began offering during 2002. The decrease in
checking was primarily due to withdrawal of funds from one large municipal money
market deposit account.

         Federal Home Loan Bank ("FHLB")  advances  increased $12.0 million,  or
27.3%,  to $56.0  million at June 30, 2003 from $44.0  million at September  30,
2002. The increase in FHLB advances was used to fund new loan  originations  and
to structure  the balance sheet to continue to manage  interest  rate risk.  New
advances drawn were fixed rate borrowings  ranging in maturity from three to ten
years.

         Equity increased  $711,000,  or 3.2%, to $22.6 million at June 30, 2003
from $21.9 million at September 30, 2002,  reflecting income of $1.1 million for
the nine months ended June 30, 2003,  partially offset by a $422,000 decrease in
unrealized after-tax gains on securities available-for-sale.


Comparison of Operating Results for the Nine Months Ended June 30, 2003 and June
30, 2002

         General.  Net income for the nine  months  ended June 30, 2003 was $1.1
million,  a decrease of  $251,000,  or 18.1% from the same  period in 2002.  The
decrease in net income resulted from an increase in noninterest  expense and the
provision for loan losses.

         Interest Income. Total interest income increased by $193,000,  or 1.5%,
to $13.3  million for the nine months ended June 30, 2003 from $13.1 million for
the nine months  ended June 30,  2002.  The primary  factor for the  increase in
interest  income was a $51.3  million  increase in the average  balance of loans
receivable from $182.0 million for the nine months ended June 30, 2002 to $233.3
million for the nine months ended June 30, 2003.  The increase was the result of
loan  originations  exceeding  repayments  due  to  strong  demand,   reflecting
generally  lower interest  rates.  The increased  interest income as a result of
increased  volume was  partially  offset by the decrease in the average yield on
loans  receivable  to 6.16% from 6.98%,  reflecting  decreased  market  rates of
interest.

         Interest income on securities decreased $1.0 million, or 30.3%, to $2.3
million for the nine months  ended June 30, 2003 from $3.3  million for the nine
months  ended  June 30,  2002.  The  decrease  resulted  from

                                       10
<PAGE>

a 184 basis point decrease in the average yield on securities from 4.95% for the
nine  months  ended  June 30,  2002 to  3.11%  for the  same  period  in 2003 as
principal   repayments  received  on  older,  higher  yielding   mortgage-backed
securities and collateralized  mortgage  obligations were used to purchase lower
yielding securities.

         Interest income from other interest-earning  assets remained relatively
stable for both periods.

         Interest Expense.  Total interest expense remained  relatively  stable,
increasing  $49,000 or 0.7% to $6.7  million for the nine months  ended June 30,
2003  from  $6.6  million  or the same  period  in  2002.  The  average  cost of
certificates of deposit  decreased from 3.77% for the nine months ended June 30,
2002 to 2.91% for the same period in 2003,  which more than offset the  increase
in the average  balance of  certificates  of deposit.  The  decrease in interest
expense on certificates of deposit was partially offset by increases in interest
expense on savings  accounts,  which increased $75,000 for the nine months ended
June 30, 2003 from the prior period in 2002. The increase  resulted from a $28.3
million  increase in the average balance of savings  accounts during the period.
In  addition,  interest  expense on Federal  Home Loan Bank  advances  increased
$449,000 as a result of an increase in the average  balance  from $44.1  million
for the nine months ended June 30, 2002 to $53.5  million for the same period in
2003 and an  increase  in the  average  cost  from  4.99% to 5.23%  for the same
periods.

         Net Interest Income. Net interest income increased by $144,000 or 2.2%,
to $6.6  million for the nine months  ended June 30, 2003 from $6.4  million for
the same period in 2002. The net interest rate spread decreased to 2.24% for the
nine months  ended June 30, 2003 from 2.61% for 2002.  The net  interest  margin
decreased  46 basis  points to 2.54% for the nine  months  ended  June 30,  2003
compared  with 3.00% for the same  period in 2002  reflecting  assets  repricing
downward more rapidly than fixed rate deposits and advances.

         Provision  for Loan Losses.  Provisions  for loan losses are charged to
operations at a level required to reflect probable incurred credit losses in the
loan  portfolio.  In  evaluating  the level of the  allowance  for loan  losses,
management  considers  historical  loss  experience,  the types of loans and the
amount of loans in the loan  portfolio,  adverse  situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral,  peer
group information,  and prevailing economic conditions.  Large groups of smaller
balance homogenous loans, such as residential real estate, small commercial real
estate, and home equity and consumer loans, are evaluated in the aggregate using
historical  loss  factors  and peer group data  adjusted  for  current  economic
conditions.  Large balance and/or more complex loans,  such as multi-family  and
commercial real estate loans, are evaluated individually for impairment.

         The provision for loan losses increased to $171,000 for the nine months
ended June 30, 2003 from $1,000 for the same period in 2002 primarily to reflect
a $48.7 million or 24.3%  increase in gross loans and to reflect a provision for
impaired loans for the current period.  Provisions for nonperforming  assets and
historical  losses based on net charge-offs were nominal due to a history of low
charge-offs and stability of nonperforming  assets.  However, the application of
the Bank's loan loss methodology  outlined above results, in part, in historical
and  environmental  loss factors  being  applied to the  outstanding  balance of
homogeneous groups of loans to estimate probable credit losses.  Growth in these
balances,  such as that  experienced  by the Bank during the  periods  discussed
herein,  resulted  in  the  need  for  the  additional  loss  provisions.  Total
one-to-four family mortgages increased $44.0 million representing an increase of
27.8% and  reflecting the majority of the Bank's loan growth.  Multi-family  and
commercial  real  estate  loans  increased  $4.0  million and  commercial  loans
increased  $618,000.  Consumer  loans  remained  stable  and home  equity  loans
increased $1.9 million while construction loans decreased $4.1 million.

         As a result of the significant  loan growth, a large part of the Bank's
loan  portfolio is considered  "unseasoned",  meaning the loans were  originated
less than two years ago. Generally,  unseasoned loans demonstrate a greater risk
of credit  losses than their  seasoned  counterparts.  Moreover,  in many cases,
these  unseasoned  loans are obligations of borrowers with whom the Bank has had
no prior payment  experience.

                                       11
<PAGE>

These risks are considered in the environmental  factors used in the Bank's loss
provision calculations as described above.

         This evaluation is inherently subjective, as it requires estimates that
are susceptible to significant  revision,  as more information becomes available
or as projected events change.  The allowance for loan losses as a percentage of
gross loans outstanding increased to .52% at June 30, 2003 from .50% at June 30,
2002  reflecting  balances of $1.3 million and $1.0 million,  respectively.  The
provision  increased  primarily  as a result of growth in  unseasoned  loans and
allocations for impaired loans, as previously discussed. Non-performing loans as
a percentage  of gross loans was .21% at June 30, 2003  compared to .26% at June
30, 2002.  The level of the  allowance  is based on  estimates  and the ultimate
losses may vary from estimates.

         Management  assesses the  allowance  for loan losses  quarterly.  While
management uses available  information to recognize losses on loans, future loan
loss  provisions may be necessary  based on changes in economic  conditions.  In
addition, regulatory agencies, as an integral part of their examination process,
periodically  review the  allowance  for loan losses and may require the bank to
recognize additional provisions based on their judgment of information available
to them at the time of their  examination.  The  allowance for loan losses as of
June 30,  2003 was  maintained  at a level that  represented  management's  best
estimate of losses in the loan  portfolio to the extent they were both  probable
and reasonably estimable.

         Noninterest  Income.  Noninterest income increased $51,000, or 12.4% to
$462,000 for the nine months ended June 30, 2003  compared to the same period in
2002.  The increase was  primarily a result of gains on sales of mortgage  loans
and income from the  increase  in the cash  surrender  value of life  insurance,
partially  offset by losses on sales of  securities.  During June 2003,  for the
purposes  of managing  interest  rate risk,  the Bank  returned to a strategy of
selling a portion of its long term,  fixed rate mortgage loans  originated  into
the  secondary  market,  resulting  in $84,000 in gains on the sale of  mortgage
loans for the nine months ended June 30, 2003.  There were no gains or losses on
the sale of mortgage loans for the nine months ended June 30, 2002.  Income from
the  cash  surrender  value of life  insurance,  included  in other  noninterest
income,  increased  $128,000 to $177,000 for the nine months ended June 30, 2003
from  $49,000 for the same period in 2002.  During the nine month  period  ended
June 30, 2003, we incurred  losses on sales of securities  totaling  $188,000 as
the Bank sold $21.0 million of securities at losses in order to restructure  the
balance sheet to better manage interest rate risk in the low rate environment.

         Noninterest Expense. Noninterest expense increased $386,000, or 8.2% to
$5.1  million for the nine months  ended June 30, 2003 from $4.7 million for the
nine  months  ended June 30,  2002.  The  increase  was  primarily a result of a
$446,000 increase in salaries and employee benefits,  occupancy expense and data
processing expense, partially offset by a decrease in advertising expense.

         Salaries and employee benefits increased  $446,000,  or 15.1% primarily
as a result of the continued growth of the Bank. Compensation expense, including
bonuses,  increased  approximately $207,000 as a result of inflation,  increased
full-time equivalent  employees and overtime wages.  Employee benefits increased
approximately  $248,000.  This was the result of the establishment of an officer
supplemental  executive  retirement  plan during 2002 and 2003,  resulting in an
increase of $155,000 and other increases in profit sharing and medical  benefits
totaling  approximately  $92,000.  The directors  pension expense increased as a
result of a decrease in the discount  rate used to calculate  the liability in a
lower rate environment.  Finally,  medical benefits increased due to an increase
in premiums and an increase in staffing.

         Occupancy and equipment  expense  increased $57,000 to $596,000 for the
nine  months  ended  June 30,  2003 due to  increased  repairs  and  maintenance
expenses.  In addition,  data processing  expense increased $38,000 largely as a
result of increased  volume of  transactions  and reporting.  This was more than
offset by the decrease in advertising  expense of $190,000  primarily related to
the Cedar Grove  branch.  During the nine months ended June 30,  2002,  the Bank
incurred a higher level of advertising expense as a result of the opening of the
new branch in Cedar Grove.  During the 2003 period,  these  additional  expenses
were not incurred.

                                       12
<PAGE>

         Management  expects increased expenses in the future as a result of the
establishment  of the employee  stock  ownership  plan and the  potential  stock
benefit plans, as well as increased costs associated with being a public company
such as periodic  reporting,  annual meeting materials,  retention of a transfer
agent, and  professional  fees.  Furthermore,  we currently intend to expand our
branch office network over the next several years,  and expenses related to such
expansion may impact earnings in future periods.

         Provision  for Income Taxes.  The provision for income taxes  decreased
$110,000  for the nine months  ended June 30, 2003 from the same period in 2002.
The  effective  tax rate was 33.3% and 34.7% for the nine months  ended June 30,
2003 and 2002.  The  slight  decrease  in the  effective  tax rate is  primarily
reflective of an increase in  tax-exempt  income  related to the cash  surrender
value of life insurance.

Liquidity and Commitments

         We are  required  to have  enough  investments  that  qualify as liquid
assets  in order to  maintain  sufficient  liquidity  to ensure a safe and sound
operation. Liquidity may increase or decrease depending upon the availability of
funds and comparative  yields in investments in relation to the return on loans.
Historically,  we have  maintained  liquid  assets above  levels  believed to be
adequate to meet the  requirements  of normal  operations,  including  potential
deposit  outflows.  Cash flow projections are regularly  reviewed and updated to
assure that adequate liquidity is maintained.

         The Bank's liquidity,  represented by cash and cash  equivalents,  is a
product  of its  operating,  investing,  and  financing  activities.  The Bank's
primary sources of funds are deposits, amortization, prepayments, and maturities
of outstanding loans and  mortgage-backed  securities,  maturities of investment
securities, and other short-term investments and funds provided from operations.
While  scheduled  payments from the  amortization  of loans and  mortgage-backed
securities and maturing  investment  securities and short-term  investments  are
relatively  predictable sources of funds, deposit flows and loan prepayments are
greatly  influenced  by  general  interest  rates,   economic  conditions,   and
competition.   In  addition,   the  Bank  invests  excess  funds  in  short-term
interest-earning  assets, which provide liquidity to meet lending  requirements.
The Bank also generates cash through borrowings.  The Bank utilizes Federal Home
Loan Bank  advances  to leverage  its capital  base and provide a portion of the
funding  needed to manage the interest rate risk  presented by its core business
of attracting and retaining retail deposits to fund mortgage and consumer loans.

         Liquidity management is both a daily and long-term function of business
management.  Excess  liquidity is generally  invested in short-term  investments
such as overnight  deposits or U.S. Agency  securities.  On a longer term basis,
the Bank  maintains a strategy of investing in various loan  products.  The Bank
uses its  sources of funds  primarily  to meet its ongoing  commitments,  to pay
maturing  certificates  of  deposit  and  savings  withdrawals,   to  fund  loan
commitments  and to maintain its  portfolio of  mortgage-backed  securities  and
investment  securities.  At June 30, 2003, the total  approved loan  origination
commitments  outstanding  amounted to $24.8  million.  At the same date,  unused
lines of credit  were $10.3  million  and  construction  loans in  process  were
$242,000.  Certificates  of deposit  scheduled  to mature in one year or less at
June 30, 2003 totaled  $87.1.  Although  the average cost of deposits  decreased
throughout 2002, management's policy is to maintain deposit rates at levels that
are  competitive  with  other  local  financial   institutions.   Based  on  the
competitive  rates and on  historical  experience,  management  believes  that a
significant portion of maturing deposits will remain with the Bank. In addition,
at June 30, 2003 the total  collateralized  borrowing limit was $93.3 million of
which we had $56.0 million  outstanding,  giving us the ability at June 30, 2003
to borrow an  additional  $37.3  million  from the Federal Home Loan Bank of New
York as a funding source to meet commitments and for liquidity purposes.


Capital

         Consistent  with its goals to operate a sound and profitable  financial
organization,   American  Savings  Bank  actively  seeks  to  maintain  a  "well
capitalized"  institution in accordance with regulatory standards.

                                       13
<PAGE>

Total equity was $22.6 million at June 30, 2003, or 6.1% of total assets on that
date.  As  of  June  30,  2003,  American  Savings  Bank  exceeded  all  capital
requirements of the OTS.  American Savings Bank's  regulatory  capital ratios at
June 30, 2003 were as follows:  core capital  6.0%;  Tier I  risk-based  capital
12.1%; and total risk-based capital 12.8%. The regulatory  capital  requirements
to be considered well capitalized are 5.0%, 6.0%, and 10.0%, respectively.

Impact of Inflation

         The financial  statements  included in this document have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  These principles  require the measurement of financial position and
operating results in terms of historical dollars, without considering changes in
the relative purchasing power of money over time due to inflation.

         Our primary assets and liabilities are monetary in nature. As a result,
interest  rates  have a more  significant  impact  on our  performance  than the
effects  of  general  levels  of  inflation.  Interest  rates,  however,  do not
necessarily  move in the same  direction or with the same magnitude as the price
of goods and services,  since such prices are affected by inflation. In a period
of rapidly rising interest rates, the liquidity and maturities structures of our
assets and liabilities are critical to the maintenance of acceptable performance
levels.

         The principal effect of inflation,  as distinct from levels of interest
rates, on earnings is in the area of noninterest expense.  Such expense items as
employee  compensation,  employee benefits and occupancy and equipment costs may
be  subject to  increases  as a result of  inflation.  As  additional  effect of
inflation  is the  possible  increase  in the  dollar  value  of the  collateral
securing loans that we have made. We are unable to determine the extent, if any,
to which  properties  securing our loans have appreciated in dollar value due to
inflation.


ITEM 3. CONTROLS AND PROCEDURES

     (a)  Evaluation of disclosure controls and procedures: An evaluation of the
          Company's  disclosure  controls and  procedures (as defined in Section
          13(a)-15(e)  of the  Securities  Exchange  Act of 1934 ("the Act") was
          carried out under the  supervision and with the  participation  of the
          Company's Chief Executive Officer, Chief Financial Officer and several
          other members of the Company's senior management.  The Company's Chief
          Executive Officer and Chief Financial Officer concluded, based on such
          evaluation,  that the Company's  disclosure controls and procedures in
          effect,  as of the end of the period covered by this quarterly report,
          are  effective  in  ensuring  that  the  information  required  to  be
          disclosed by the Company in the reports it files or submits  under the
          Act is (i)  accumulated and  communicated to the Company's  management
          (including the Chief Executive Officer and Chief Financial Officer) in
          a timely manner, and (ii) recorded, processed, summarized and reported
          within the time  periods  specified  in the  Securities  and  Exchange
          Commission rules and forms.

     (b)  Changes in  internal  controls:  In the quarter  ended June 30,  2003,
          there was no change in the Company's  internal  control over financial
          reporting that has  materially  affected,  or is reasonably  likely to
          materially  affect,  the  Company's  internal  control over  financial
          reporting.

                                       14

<PAGE>

PART II - - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         The  Company and the Bank are not  involved in any pending  proceedings
other than the legal  proceedings  occurring in the ordinary course of business.
Such legal  proceedings  in the  aggregate  are  believed  by  management  to be
immaterial to the Company's financial condition and results of operations.

ITEM 2.   CHANGES IN SECURITIES

                  None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

                  None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

                  None

ITEM 5.  OTHER INFORMATION

                  None

ITEM 6.  EXHIBITS AND REPORTS

         (a)      Exhibits

                         31.1 Certification of Chief Executive Officer  Pursuant
                              to Rule 13a-14a and 15d-14a.
                         31.2 Certification of Chief Financial Officer  Pursuant
                              to Rule 13a-14a and 15d-14a.

                         32.1 Certifications  of  Chief  Executive  Officer  and
                              Chief Financial Officer Pursuant to Section 906 of
                              the Sarbanes-Oxley Act of 2002.

         (b)      Reports

                               None


                                       15
<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                               ASB Holding Company
                                   (Registrant)


Date:  September 26, 2003      /s/Joseph Kliminski
                               -------------------------------------------------
                               Joseph Kliminski
                               President and Chief Executive Officer


Date:  September 26, 2003      /s/Eric B. Heyer
                               -------------------------------------------------
                               Eric B. Heyer
                               Senior Vice President and Chief Financial Officer


                                       16