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 December 31, 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 [X ] No [ ]


As of  February  12,  2004,  there  were  5,554,500  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


PART I - FINANCIAL INFORMATION (UNAUDITED)

     Item 1.    Consolidated Financial Statements                             3
                Notes to Consolidated Financial Statements                    8

     Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of Operations                10

     Item 3.    Controls and Procedures                                      16


PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings                                            17
     Item 2.    Changes in Securities                                        17
     Item 3.    Defaults Upon Senior Securities                              17
     Item 4.    Submission of Matters to a Vote of Securities Holders        17
     Item 5.    Other Information                                            17
     Item 6.    Exhibits and Reports                                         18


FORM 10-QSB SIGNATURE PAGE                                                   19

CERTIFICATIONS                                                            20-22

                                       2


<PAGE>

ITEM 1.  FINANCIAL STATEMENTS
ASB Holding Company
Consolidated Statements of Financial Condition
(in thousands, except share data)
(unaudited)

<TABLE>
<CAPTION>
                                                                       December 31, September 30,
                                                                           2003         2003
                                                                        ---------    ---------
<S>                                                                   <C>          <C>
ASSETS
Cash and cash equivalents
     Cash and due from banks                                            $   1,536    $   1,386
     Interest-bearing deposits                                              1,668       31,259
     Federal funds sold                                                         -        5,900
                                                                        ---------    ---------
         Total cash and cash equivalents                                    3,204       38,365

Securities available-for-sale                                             103,323      107,391
Securities held-to-maturity (fair value: December 31, 2003 -
  $2,762; September 30, 2003 - $2,864)                                      2,743        2,839
Loans, net                                                                270,696      262,844
Loans held for sale                                                           644          500
Premises and equipment                                                      3,922        3,939
Federal Home Loan Bank stock, at cost                                       3,075        3,150
Cash surrender value of life insurance                                      5,079        5,028
Accrued interest receivable                                                 1,247        1,255
Other assets                                                                  826        1,755
                                                                        ---------    ---------
     Total assets                                                       $ 394,759    $ 427,066
                                                                        =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits
         Non-interest-bearing                                           $  21,497    $  21,676
         Interest-bearing                                                 269,178      271,150
                                                                        ---------    ---------
              Total deposits                                              290,675      292,826

     Stock subscriptions received                                               -       52,137
     Advance payments by borrowers for taxes and insurance                  2,036        2,079
     Federal Home Loan Bank advances                                       61,500       55,000
     Accrued interest payable and other liabilities                         2,765        2,685
     Common stock in ESOP subject to contingent repurchase obligation          60            -
                                                                        ---------    ---------
         Total liabilities                                                357,076      404,727

Stockholders' Equity
     Preferred stock, $.10 par value, 5,000,000 shares authorized               -            -
     Common stock, $.10 par value; 20,000,000 shares
       authorized; 5,554,500 shares issued and outstanding                    555            -
     Additional paid-in capital                                            15,628          100
     Unearned ESOP shares                                                  (1,300)           -
     Retained earnings                                                     23,118       22,644
     Accumulated other comprehensive income (loss)                           (218)        (405)
     Amount reclassified on ESOP shares                                       (60)           -
                                                                        ---------    ---------
         Total stockholders' equity                                        37,723       22,339
                                                                        ---------    ---------
              Total liabilities and stockholders' equity                $ 394,759    $ 427,066
                                                                        =========    =========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>

ASB Holding Company
Consolidated Statements of Income
(in thousands, except share data)
(unaudited)

                                                           Three Months
                                                         Ended December 31,
                                                         ------------------
                                                         2003         2002
                                                      ----------   ----------
Interest and dividend income
    Loan(s), including fees                           $    3,690   $    3,504
    Securities                                               750          863
    Federal funds sold and other                              13           70
                                                      ----------   ----------
       Total interest income                               4,453        4,437

Interest expense
    NOW and money market                                      57          102
    Savings                                                  562          578
    Certificates of deposit                                  749          940
    Federal Home Loan Bank advances                          718          633
                                                      ----------   ----------
       Total interest expense                              2,086        2,253
                                                      ----------   ----------

Net interest income                                        2,367        2,184

Provision for loan losses                                     41           51
                                                      ----------   ----------

Net interest income after provision for loan losses        2,326        2,133

Noninterest income
    Deposit service fees and charges                         155           96
    Income from cash surrender value of
     life insurance                                           51           60
    Gain on sale of loans                                      7            -
    Other                                                     67           34
                                                      ----------   ----------
       Total noninterest income                              280          190

Noninterest expense
    Salaries and employee benefits                         1,123        1,229
    Occupancy and equipment                                  224          191
    Data processing                                          158          125
    Advertising                                               71           48
    Federal deposit insurance                                 11           10
    Other                                                    243          146
                                                      ----------   ----------
       Total noninterest expense                           1,830        1,749
                                                      ----------   ----------

Income before provision for income taxes                     776          574

Provision for income taxes                                   302          210
                                                      ----------   ----------
Net income                                            $      474   $      364
                                                      ==========   ==========

Comprehensive income                                  $      661   $      117
                                                      ==========   ==========

Earnings per share:

    Basic and diluted                                 $      .09   $      .09
                                                      ==========   ==========
Weighted average shares                                5,422,902    3,888,150

      See accompanying notes to unaudited consolidated financial statements

                                       4
<PAGE>

ASB Holding Company
Consolidated Statements of Stockholders' Equity
Year ended September 30, 2003 and three months ended December 31, 2003
(in thousands)
(unaudited)

<TABLE>
<CAPTION>
                                                                             Accumulated     Amount
                                                                                Other     Reclassified
                                     Additional    Unearned                 Comprehensive      on                 Compre-
                          Common       Paid-in       ESOP         Retained     Income         ESOP       Total    hensive
                           Stock       Capital      Shares        Earnings     (Loss)        Shares     Equity    Income
                           -----       -------      ------        --------     ------        ------     ------    ------
<S>                   <C>          <C>          <C>          <C>          <C>          <C>         <C>
Balance at
  September 30, 2002    $       -    $        -   $        -   $   21,341   $      531   $           $   21,872

Initial funding of ASB
Holding Company                 -           100                      (100)                                    -

Comprehensive income
    Net income                  -             -            -        1,403            -                    1,403
    Change in unrealized
      gain on securities
      available-for-sale,
      net of taxes              -             -            -            -         (936)                    (936)
                        ---------    ----------   ----------   ----------   ----------   ----------  ----------
Balance at
  September 30, 2003    $       -    $      100   $        -   $   22,644   $     (405)  $           $   22,339

Issuance of common
  stock, net of issuance
  costs                       555        15,506       (1,333)           -            -                   14,728

ESOP shares earned              -            22           33            -            -                       55

Reclassification of
  common stock in ESOP
  to contingent repurchase
  obligation                    -             -            -            -            -          (60)        (60)

Comprehensive income
    Net income                  -             -            -          474            -                      474
    Change in unrealized
      gain on securities
      available-for-sale,
      net of taxes              -             -            -            -          187                      187
                                                                                                     ----------
       Total
          comprehensive
          income                                                                                            661   $    661
                        ---------    ----------   ----------   ----------   ----------   ----------  ----------   ========
Balance at
  December 31, 2003     $     555    $   15,628   $   (1,300)  $   23,118   $     (218)  $      (60) $   37,723
                        =========    ==========   ==========   ==========   ==========   ==========  ==========

</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       5
<PAGE>

ASB Holding Company
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

<TABLE>
<CAPTION>

                                                                           Three Months Ended
                                                                              December 31,
                                                                           ------------------
                                                                            2003        2002
                                                                          --------    --------
<S>                                                                     <C>         <C>
Cash flows from operating activities
    Net income                                                            $    474    $    364
    Adjustments to reconcile net income to net cash
      provided by operating activities
       Depreciation and amortization                                           107          90
       Net amortization of premiums and discounts                              143         265
       ESOP compensation expense                                                55           -
       Provision for loan losses                                                41          51
       Increase in cash surrender value of life insurance                      (51)        (60)
       Gain on sale of loans                                                    (7)          -
       Proceeds from sales of loans                                          1,107           -
       Net change in of loans held for sale                                   (144)          -
       Change in accrued interest receivable                                     8          23
       Change in other assets                                                  216        (233)
       Change in deferred income taxes                                         (13)         43
       Increase in other liabilities                                            80         (52)
                                                                          --------    --------
              Net cash from operating activities                             2,016         491

Cash flows from investing activities
    Net increase in loans receivable                                        (8,993)    (21,548)
    Purchases of securities held-to-maturity                                  (297)          -
    Principal paydowns on securities held-to-maturity                          387       1,622
    Purchases of securities available-for-sale                              (4,011)    (25,972)
    Principal paydowns on securities available-for-sale                      8,253      19,893
    Purchase of Federal Home Loan Bank stock                                  (335)       (750)
    Redemption of Federal Home Loan Bank stock                                 410           -
    Purchase of bank-owned life insurance                                        -        (325)
    Purchase of premises and equipment                                         (90)        (75)
                                                                          --------    --------
       Net cash from investing activities                                   (4,676)    (27,155)

Cash from financing activities
    Net increase in deposits                                                 2,201       5,879
    Net change in advance payments by borrowers for taxes and insurance        (43)        (65)
    Repayment of Federal Home Loan Bank of New York advances                (1,000)     (1,000)
    Federal Home Loan Bank of New York advances                                  -      15,000
    Net change in Federal Home Loan Bank of New York
       Overnight Line of Credit                                              7,500           -
    Refund of Stock subscriptions received                                 (41,159)          -
                                                                          --------    --------
       Net cash from financing activities                                  (32,501)     19,814
                                                                          --------    --------

Net change in cash and cash equivalents                                    (35,161)     (6,850)

Cash and cash equivalents at beginning of period                            38,365      17,330
                                                                          --------    --------
Cash and cash equivalents at end of period                                $  3,204    $ 10,480
                                                                          ========    ========
</TABLE>
     See accompanying notes to unaudited consolidated financial statements.


                                       6
<PAGE>

ASB Holding Company
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                         December 31,
                                                                      ------------------
                                                                        2003      2002
                                                                       -------   -------
<S>                                                                  <C>       <C>
Supplemental cash flow information:
    Cash paid during the period for
       Interest                                                        $ 2,085   $ 2,237
       Income taxes, net of refunds                                    $    10       411

Supplemental disclosure of non cash financing transaction:
    Transfer of stock subscriptions received and deposits to capital   $14,728   $     -
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

         ASB Holding Company is a federally chartered  corporation  organized in
June 2003 that was formed for the purpose of acquiring  all of the capital stock
of American Savings Bank of NJ, which was previously owned by American  Savings,
MHC, a federally  chartered mutual holding company.  American Savings Bank of NJ
converted  from a mutual to a stock  savings  bank in a mutual  holding  company
reorganization  in 1999 in which no stock  was  sold to any  person  other  than
American  Savings,  MHC.  Currently,  all of the  outstanding  stock of American
Savings  Bank of NJ is held by ASB  Holding  Company.  The MHC  holds 70% of the
outstanding  stock of ASB Holding  Company  with the  remaining  30% held by the
public.

         The accompanying  unaudited  consolidated  financial statements include
the  accounts  of ASB  Holding  Company  ("the  Company")  and its wholly  owned
subsidiaries,  American Savings Bank of NJ ("the Bank") and ASB Investment Corp.
("the Investment  Corp.") as of December 31, 2003 and September 30, 2003 and for
the  three-month   periods  ended  December  31,  2003  and  2002.   Significant
intercompany accounts and transactions have been eliminated in consolidation.

         The only  business of the Company is the  ownership of the Bank and the
Investment  Corp.  The  Bank  provides  a full  range  of  banking  services  to
individual  and  corporate  customers  in New  Jersey.  The Bank is  subject  to
competition from other financial  institutions and to the regulations of certain
federal  and  state  agencies  and  undergoes  periodic  examinations  by  those
regulatory  authorities.  The Investment  Corp. was organized for the purpose of
selling insurance and investment products,  including annuities, to customers of
the Bank and the general public,  with initial activities limited to the sale of
fixed rate annuities. The Investment Corp. has had no activity to date.

         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  included in the Annual Report on
Form 10-KSB.  The  September 30, 2003 balance  sheet  presented  herein has been
derived  from the audited  financial  statements  included  in the  consolidated
financial  statements  and notes  included  in the Annual  Report on Form 10-KSB
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,  prepayment  speeds  on  mortgage  -backed  securities,  and  status  of
contingencies are particularly subject to change.

         Interim  statements  are subject to possible  adjustment  in connection
with the annual audit of the Company for the year ending  September 30, 2004. In
the opinion of management of the Company,  the  accompanying  unaudited  interim
consolidated financial statements reflect all of the adjustments  (consisting of
normal  recurring   adjustments)  necessary  for  a  fair  presentation  of  the
consolidated  financial position and consolidated  results of operations for the
periods presented.

         The results of operations  for the three months ended December 31, 2003
and 2002 are not  necessarily  indicative  of the results to be expected for the
full year.

                                       8
<PAGE>

Note 2 - Minority Offering

         On October 3, 2003, the Company completed a minority stock offering and
sold 1,666,350 shares of common stock at $10 per share and received  proceeds of
$16,060,000  net of  conversion  expenses of $603,000.  The Company  contributed
$9,616,000 or approximately 60% of the net proceeds to the Bank in the form of a
capital contribution. The Company loaned $1,333,000 to the Bank's employee stock
ownership plan and the ESOP used those funds to acquire 133,000 shares of common
stock at $10 per share.

         Accordingly, the MHC holds 70%, or 3,888,150 shares, of the outstanding
stock of the Company,  with the  remaining  30% held by the public.  The Company
holds  100%  of the  Bank's  outstanding  common  stock.  The  Bank  may not pay
dividends to the Company if the dividends would cause the Bank to fall below the
"well capitalized" capital threshold.

         The Company also had stock subscriptions  received totaling $52,137,000
at  September  30, 2003  pending  completion  of the  Company's  initial  public
offering.  At the  time of  closing  on  October  3,  2003,  gross  proceeds  of
$15,330,000  became  capital  of the  Company  with the  remainder  returned  on
oversubscriptions.

Note 3 - Earnings Per Share

         Amounts reported as earnings per share of common stock reflect earnings
available to stockholders  for the period divided by the weighted average number
of commons shares outstanding during the period less unearned ESOP shares. There
were no potentially dilutive securities for any periods presented.  Earnings per
share for the prior period has been  restated to reflect the  conversion  of 100
shares of Bank stock into 3,888,150  shares of Company stock  representing  100%
ownership of the Bank prior to the minority stock offering.

Note 4 - Employee Stock Ownership Plan

         As part  of the  minority  stock  offering,  the  Bank  established  an
employee  stock  ownership  plan  (ESOP) for the  benefit of  substantially  all
employees. The ESOP borrowed $1,333,000 from the Company and used those funds to
acquire 133,000 shares of the Company's stock at $10 per share.

         Shares issued to the ESOP are allocated to ESOP  participants  based on
principal  repayments made by the ESOP on the loan from the Company. The loan is
secured by shares  purchased  with the loan  proceeds  and will be repaid by the
ESOP with funds from the Company's  discretionary  contributions to the ESOP and
earnings on the ESOP's assets.  Principal payments are scheduled to occur over a
ten-year period.

         At December 31, 2003,  the ESOP held 133,000  shares of ASB Holding Co.
common  stock and 3,333  shares held by the ESOP were  allocated to the accounts
maintained for participants.  Participants become eligible to receive payment of
the vested benefits under the plan upon retirement, disability or termination of
employment..  Participants  who elect to receive their  benefit  payments in the
form of ASB Holding  Co.  common  stock may require the Company to purchase  the
common  stock  distributed  at fair value during two 60-day  periods.  The first
purchase  period begins on the date the benefit is paid and the second  purchase
period  begins on the first  anniversary  of the payment date.  This  contingent
repurchase  obligation  is reflected in the  Company's  financial  statements as
"Common stock in ESOP subject to contingent  repurchase  obligation" and reduces
shareholder's  equity by an amount that represents the  independently  appraised
fair value of all the ASB Holding  Co.  common  stock held by the ESOP,  without
regard to whether it is likely that the shares would be  distributed or that the
recipients of the shares would be likely to exercise  their right to require the
Company to purchase the shares. At December 31, 2003, this contingent repurchase
obligation reduced shareholders' equity by $60,000.

                                       9

<PAGE>

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.

General

         The Company's results of operations depend primarily on earnings on its
net interest income.  Net interest income is the difference between the interest
income  we earn  on our  interest-earning  assets  and  the  interest  we pay on
interest-bearing  liabilities. It is a function of the average balances of loans
and investments versus deposits and borrowed funds outstanding in any one period
and the  yields  earned  on those  loans and  investments  and the cost of those
deposits and borrowed funds. Our  interest-earning  assets consist  primarily of
residential  mortgage  loans,  multi-family  and commercial real estate mortgage
loans, and residential mortgage-related securities. Interest-bearing liabilities
consist  primarily of retail  deposits and borrowings from the Federal Home Loan
Bank of New York. As a result of the  historical low interest rates that existed
throughout the last two years, our net interest margin decreased and reduced our
net income.  The net interest margin  decreased from 2.65% for the quarter ended
December 31, 2002 to 2.51% for the same period in 2003. However, as a percentage
of average assets, non-interest income improved 0.07% from 0.21% for the quarter
ended December 31, 2002, to 0.28% for the same period in 2003. Additionally,  as
a percentage  of average  assets,  non-interest  expense was reduced  0.20% from
2.05% to 1.85% for the same  comparative  quarter  end.  As a result,  return on
average  assets  increased from 0.43% for the quarter ended December 31, 2002 to
0.48% for 2003. In a stable  interest rate  environment,  we expect that our net
interest margin will stabilize.  However, our net interest margin may be at risk
of further declines in a rising or falling rate environment.

         Our results of operations also depend on our provision for loan losses,
non-interest  income, and non-interest  expense.  Non-interest  expense includes
salaries  and  employee  benefits,  occupancy  expenses  and other  general  and
administrative expenses.  Non-interest income includes service fees and charges,
income on bank owned life  insurance  and gains on sales of loans  available for
sale.

         Our results of operations may also be affected significantly by changes
in market  interest  rates,  economic and  competitive  conditions in our market
area,  and changes in applicable  laws,  regulations or  governmental  policies.
Furthermore,  because our lending  activity is  concentrated in loans secured by
real estate  located in northern New Jersey,  downturns in the regional  economy
encompassing New Jersey could have a negative impact on our earnings.

                                       10
<PAGE>

Comparison of Financial Condition at December 31, 2003 and September 30, 2003

         Our total assets decreased by $32.3 million, or 7.6%, to $394.8 million
at December  31, 2003 from $427.1  million at September  30, 2003.  The decrease
reflected refunds of stock  oversubscriptions,  funded by a decrease in cash and
cash  equivalents  and  increases in Federal Home Loan Bank  ("FHLB")  advances.
Loans increased by $7.9 million, or 3.0%, to $270.7 million at December 31, 2003
from $262.8 million at September 30, 2003. 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. Beginning in 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 $644,000 at December  31,  2003.  Securities
classified as  available-for-sale  decreased  $4.1  million,  or 3.8%, to $103.3
million at December 31, 2003 from $107.4 million at September 30, 2003. Cash and
cash  equivalents  decreased  by $35.2  million,  or 91.7%,  to $3.2  million at
December 31, 2003 from $38.4  million at September  30, 2003 to provide  funding
for refunds of stock oversubscriptions.

         Total deposits decreased by $2.1 million, or 0.7%, to $290.7 million at
December 31, 2003 from $292.8  million at September 30, 2003 resulting from $4.4
million in  withdrawals  of IPO funds,  offset by an increase of $2.3 million in
new  deposits..  The $2.1  million  decrease was  primarily  due to a decline in
certificates of deposit,  partially  offset by an increase in savings  accounts.
Savings accounts increased $1.8 million or 1.4% to $129.6 million.  Certificates
of  deposit  decreased  by $3.3  million,  or 2.7% to $118.4  million.  Checking
deposits,  including demand, NOW and money market checking  accounts,  decreased
$752,000 or 1.7% to $42.7 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.

         FHLB advances  increased  $6.5 million,  or 11.8%,  to $61.5 million at
December 31, 2003 from $55.0 million at September 30, 2003.  The net increase of
$6.5 million was comprised of $7.5 million drawn on an overnight  line of credit
offset by a $1.0  million  repayment  of a  maturing  fixed  rate  advance.  The
increase in FHLB advances was used to fund new loan  originations and continuing
operations. New advances drawn were overnight line of credit borrowings.

         Equity increased $15.4 million,  or 69.1%, to $37.8 million at December
31, 2003 from $22.3  million at September  30, 2003.  The increase  reflects the
completion of the minority  stock  offering  whereby the Company sold  1,666,350
shares of common stock at $10 per share and received  proceeds of $16.1  million
net of conversion costs.  Further, the Company recognized net income of $474,000
for the three months ended December 31, 2003, in addition to  accumulated  other
comprehensive  income of $187,000 in  unrealized  after-tax  gains on securities
available-for-sale.

Comparison of Operating Results for the Three Months Ended December 31, 2003 and
December 31, 2002

         General.  Net income for the three months  ended  December 31, 2003 was
$474,000,  an increase of $110,000,  or 30.1% from the same period in 2002.  The
increase in net income  resulted from an increase in net interest income as well
as  increases  in  noninterest   income,   partially   offset  by  increases  in
non-interest expense and the provision for income taxes.

         Interest  Income.  Total  interest  income  increased  $16,000  to $4.5
million for the three months ended December 31, 2003,  from $4.4 million for the
same period in 2002.  Interest  income on loans  increased  $186,000 or 5.3%, to
$3.7 million for the three months ended  December 31, 2003 from $3.5 million for
the same 2002 period.  The average balance of loans  receivable  increased $50.7
million to $268.1  million at  December  31,  2003,  which more than  offset the
decrease  in the  average  yield on loans  receivable  from  6.45% for the three
months  ended  December  31,  2002 to 5.51%  for the same  period  in 2003.  The
increase  in the  average  balance  of loans  receivable  was the result of loan
originations  exceeding  repayments due to strong demand,  reflecting  generally
lower  interest  rates.  The increase in interest  income on loans was offset by

                                       11
<PAGE>

decreases in interest  income on  securities,  which  declined  $112,500 for the
three months ended December 31, 2003 from the prior period in 2002. The decrease
resulted from a 66 basis point decrease in the average yield on securities  from
3.49% for the three months ended  December 31, 2002 to 2.83% for the same period
in 2003.  The decrease in the average yield was partially  offset by an increase
in the average  balance of  securities  from $99.0  million for the three months
ended  December 31, 2002 to $106.2  million for the three months ended  December
31,  2003,  as  principal   repayments   received  on  older,   higher  yielding
mortgage-backed  securities and collateralized mortgage obligations were used to
purchase lower yielding securities.

         Interest Expense.  Total interest expense decreased by $167,000 or 7.4%
to $2.1 million for the three  months ended  December 31, 2003 from $2.3 million
for the same period in 2002.  The average cost of interest  bearing  liabilities
decreased 57 basis  points from 3.08% for the three  months  ended  December 31,
2002, to 2.51% for the same period in 2003. This decline in the average cost was
offset by an increase of $39.8 million in interest  bearing  liabilities for the
three months ended  December 31, 2003, to $332.8 million from $293.0 million for
the same three  months in 2002.  In addition,  the average  balances of interest
bearing deposits increased $27.1 million during the same three-month comparative
period. The average balance of certificates of deposit decreased $1.0 million to
$119.8  million for the three months ended December 31, 2003 from $120.8 million
from the same period in 2002. In addition,  the average cost of  certificates of
deposit  decreased  from  3.11% to 2.50%  for the  same  respective  comparative
periods. The average cost of savings accounts decreased from 2.21% for the three
months ended December 31, 2002 to 1.69% for the same period in 2003,  which also
more than offset the increase of $28.1 million in the average balance of savings
accounts during the same period. In addition,  interest expense on FHLB advances
increased  $85,000 as a result of an increase in the average  balance from $45.4
million for the three  months ended  December 31, 2002 to $58.0  million for the
same period in 2003. This was partially offset by a decrease in the average cost
of advances from 5.58% for the three months ended December 31, 2002 to 4.95% for
the same period in 2003.

         Net Interest Income. Net interest income increased by $183,000 or 8.4%,
to $2.4 million for the three  months ended  December 31, 2003 from $2.2 million
for the same period in 2002. The net interest rate spread decreased to 2.21% for
the three months ended  December 31, 2003 from 2.31% for 2002.  The net interest
margin  decreased 14 basis  points to 2.51% for the three months ended  December
31,  2003  compared  with 2.65% for the same  period in 2002  reflecting  assets
repricing downward more rapidly than the cost of deposits.

         For the  comparative  quarters  ended  December 31, 2003 and 2002,  the
average cost of interest-bearing  liabilities decreased 57 basis points to 2.51%
from  3.08%,  primarily  due to across the board  declines  in the rates paid on
deposit accounts.  For the same comparative quarters ended December 31, 2003 and
2002, yield on earning assets decreased 66 basis points to 4.72% from 5.38%. The
decrease  in the average  cost of  interest-bearing  liabilities  lagged that of
interest-yielding  assets  due,  in large  part,  to the $54.7  million  average
balance of fixed rate Federal Home Loan Bank  advances  carrying an average cost
of 5.13%.  These fixed rate  advances,  drawn for purposes of interest rate risk
management,  were  initially  used to  partially  fund a  growing  portfolio  of
originated fixed-rate mortgage loans. In the past year, many of these loans have
refinanced to lower rates thereby substantially reducing the net interest margin
earned on this funding. At December 31, 2003, these "laddered"  borrowings range
in remaining  maturity from one to nine years with a weighted average  remaining
maturity  of 4.7  years  and a  weighted  average  cost of  5.13%.  The  Bank is
evaluating  the  costs and  benefits  of  restructuring  its  portfolio  of FHLB
advances.  To do so would  likely  result in a  significant  one time  charge to
earnings in the form of FHLB prepayment  penalties  which, in turn,  would lower
the  interest  paid on  borrowings  and should  improve the bank's net  interest
spread  and  margin   and   enhance   future   earnings.   Notwithstanding   the
implementation of this strategy,  we do not expect the trend of further declines
in our net interest  margin to continue in a stable  interest rate  environment.
However,  our net interest margin may be at risk of further declines in a rising
or falling rate environment.

         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

                                       12
<PAGE>

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  homogeneous
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 decreased to $41,000 for the three months
ended  December  31,  2003  compared  to  $51,000  for the same  period in 2002.
Provisions  for  nonperforming   assets  and  historical  losses  based  on  net
charge-offs  were  nominal  due to a history  of low  charge-offs  and  relative
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. For the quarter
ended  December 31, 2003,  total  one-to-four  family  mortgages  increased $7.4
million  representing  an increase of 3.5% and  reflecting  the  majority of the
Bank's loan growth.  Multi-family  and  commercial  real estate loans  decreased
$84,000 and commercial loans decreased $74,000. Consumer loans increased $93,000
and home equity loans  increased  $291,000  while  construction  loans  remained
stable.

         As a result of recent  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.  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  remained  stable at 0.52% for  December  31, 2003 and
September  30, 2003,  reflecting  balances of $1.41  million and $1.37  million,
respectively.  The  provision  increased  primarily  as a result  of  growth  in
unseasoned  loans and allocations  for impaired loans, as previously  discussed.
Nonperforming  loans as a  percentage  of gross loans was 0.28% at December  31,
2003  compared to 0.20% at  September  30, 2003.  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
December 31, 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 $90,000, or 47.4% to
$280,000  for the three  months  ended  December  31, 2003  compared to the same
period in 2002.  The  increase  was  primarily a result of  increases in service
charges on deposit accounts which increased by $59,000 due to the implementation
of  new  deposit  services.  Other  non-interest  income  increased  by  $33,000
primarily due to prepayment  penalties of $22,000  collected  during the quarter
ended December 31, 2003.

         Noninterest Expense.  Noninterest expense increased $81,000, or 4.6% to
$1.8 million for the three months ended  December 31, 2003 from $1.7 million for
the three months ended December 31, 2002. The increase was primarily a result of
higher expenses for occupancy and equipment, data processing,  advertising,  and
other  non-interest  expenses,  partially  offset by a decrease in salaries  and
benefits.

                                       13
<PAGE>

         Occupancy and equipment  expense  increased $33,000 to $224,000 for the
three months ended December 31, 2003 as compared to $191,000 for the same period
in 2002,  due to higher  computer  expenses  primarily  related to upgrades  and
enhancements to administrative and security services. Data processing costs also
increased  $33,000  mainly due to  increases in service  bureau core  processing
resulting  from growth in deposit and loan accounts as well as costs  associated
with comprehensive system upgrades.  Advertising expenses were higher by $23,000
for the same  comparative  periods as a result of increased  print,  radio,  and
television ads. Other non interest  expenses  increased  $97,000 as professional
service  fees,  including  legal  fees,  were  higher by $9,000 and  general and
administrative   expenses   increased  $31,000  of  which  $16,000   represented
comparatively  higher  expenses  relating to the bulk  purchase of brochures and
forms.

         Offsetting  these increases in non-interest  expenses was a decrease in
salaries and  benefits.  For the quarter  ended  December 31, 2003  salaries and
benefits  decreased $106,000 to $1.1 million from $1.2 million for the same 2002
period.  This  decrease is  primarily  due to lower  management  incentive  plan
expenses as annual bonuses for executive  officers declined  significantly  from
the prior year  because  certain  pre-determined  plan targets such as return on
average equity, growth in loans, deposits, and earnings were not fully achieved.

         Management  expects increased expenses in the future resulting from the
ongoing  expenses  associated  with 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  increased
$92,000 for the three  months  ended  December  31, 2003 from the same period in
2002.  The  effective  tax rate was 38.9% and 36.6% for the three  months  ended
December 31, 2003 and 2002.  The slight  increase in the  effective  tax rate is
primarily reflective of an increase in nondeductible  expenses primarily related
to the ESOP.

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 FHLB 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.

                                       14
<PAGE>

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 December 31, 2003, the total approved
loan origination  commitments  outstanding amounted to $8.5 million. At the same
date,  unused  lines of credit  were $11.0  million  and  construction  loans in
process were $639,000.  Certificates of deposit  scheduled to mature in one year
or less at December 31, 2003 totaled $78.1 million. 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 December  31, 2003 the total  collateralized  borrowing  limit was
$97.7 million of which we had $61.5 million  outstanding,  giving us the ability
at December 31, 2003 to borrow an additional  $36.2 million from the FHLB 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.  Total equity
was $31.2  million at December 31, 2003,  or 7.99% of total assets on that date.
As of December 31, 2003, American Savings Bank exceeded all capital requirements
of the OTS.  American Savings Bank's  regulatory  capital ratios at December 31,
2003 were as follows:  core capital 8.05%; Tier I risk-based capital 16.05%; and
total  risk-based  capital  16.77%.  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.

                                       15

<PAGE>

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,  based  on such
          evaluation.  The Company's Chief Executive Officer and Chief Financial
          Officer   concluded  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 December 31, 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.

                                       16

<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

     Use of  Proceeds.  On October 3, 2003,  the  Company  completed  a minority
offering of securities  registered  pursuant to the  Securities  Act of 1933, as
amended. In connection therewith:

     1.   The  effective  date of the  registration  statement on Form SB-2,  as
          amended (File No. 333-105476) was August 12, 2003.

     2.   The  offering  of  the  securities  was  not  underwritten.  Milestone
          Advisors acted as marketing agent.

     3.   The class of securities registered was common stock $.10 par value per
          share.  The amount of such securities  registered was 5,554,500 shares
          at a price of $10 per share.  The  offering  terminated  on October 3,
          2003 with the sale of 1,666,350 shares at a price of $10 per share.

     4.   The total offering expenses incurred by the Company were approximately
          $603,000,  none of which were paid directly or indirectly to directors
          or officers of the Company or their associates.

     5.   Gross  proceeds  of the  offering  were  $16.7  million.  The  Company
          incurred $603,000 of expenses  associated with the offering  resulting
          in net proceeds of $16.1  million.  $9.6 million of the proceeds  were
          contributed  to the Bank and $1.3  million was loaned to the  employee
          stock  ownership  plan to  purchase  stock  in the  offering  with the
          remaining proceeds invested in an interest-bearing deposit at the Bank
          awaiting deployment into other interest-earning  assets. These uses of
          proceeds  do not  represent  a material  change in the use of proceeds
          described in the Company's prospectus dated August 12, 2003.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

             None

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

             None

ITEM 5.  OTHER INFORMATION

             None


                                       17
<PAGE>



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

               During the quarter ended December 31, 2003, the registrant  filed
               the following reports on form 8-K:

               o    Report dated October 3, 2003 to report the completion of the
                    registrant's minority stock offering (items 5 and 7).

                                       18

<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: February 12, 2004        /s/Joseph Kliminski
                               -------------------------------------------------
                               Joseph Kliminski
                               President and Chief Executive Officer


Date: February 12, 2004        /s/Eric B. Heyer
                               -------------------------------------------------
                               Eric B. Heyer
                               Senior Vice President and Chief Financial Officer

                                       19