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

                           FORM 10-KSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

              For the Fiscal Year ended December 31, 2003
                                        -----------------

                   Commission file number 000-25808
                                         ----------

                     GREAT AMERICAN BANCORP, INC.
            ----------------------------------------------
            (Name of small business issuer in its charter)

             Delaware                              52-1923366
   -------------------------------            -------------------
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)            Identification No.)

   1311 S. Neil St., P.O. Box 1010, Champaign, Illinois   61824-1010
   ----------------------------------------------------   ----------
   (Address of principal executive offices)               (Zip Code)

   Issuer's telephone number, including area code (217) 356-2265
                                                  --------------

              Securities registered under Section 12(b)
                     of the Exchange Act:   None
                                          -------
              Securities registered under Section 12(g)
                         of the Exchange Act:

               Common Stock: par value $0.01 per share
               ---------------------------------------
                           (Title of class)

     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 for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.   [ ]

     State issuer's revenues for its most recent fiscal year. $11,768,000
                                                              -----------

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, i.e., persons other than directors and executive officers of
the Registrant, at March 2, 2004 was $17,526,000.  For purposes of this
determination only, directors and executive officers of the Registrant have
been presumed to be affiliates.  The market value is based upon $33.50 per
share, the last sales price as quoted on the Nasdaq SmallCap Market for March
2, 2004.

     The Registrant had 751,003 shares of Common Stock outstanding, for
ownership purposes, at March 2, 2004 which excludes 1,301,747 shares held as
treasury stock.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Stockholders for the year ended
December 31, 2003 are incorporated by reference into Part II of this Form 10-
KSB.  Portions of the Proxy Statement for the 2004 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Form 10-KSB.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]



                                   INDEX


PART I
                                                                      PAGE

Item 1.  Description of Business . . . . . . . . . . . . . . . . . . .   4

Item 2.  Description of Property . . . . . . . . . . . . . . . . . . .  41

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .  43

Item 4.  Submission of Matters to a Vote of Security Holders . . . . .  43

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters. . .  43

Item 6.  Management's Discussion and Analysis or Plan of Operation . .  45

Item 7.  Financial Statements. . . . . . . . . . . . . . . . . . . . .  45

Item 8.  Changes In and Disagreements With Accountants
          on Accounting and Financial Disclosure . . . . . . . . . . .  45

Item 8A. Controls and Procedures . . . . . . . . . . . . . . . . . . .  45

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act. .  46

Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . . .  46

Item 11. Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters . . . . . . .  46

Item 12. Certain Relationships and Related Transactions. . . . . . . .  46

Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .  46

Item 14. Principal Accountant Fees and Services. . . . . . . . . . . .  48

SIGNATURES

CERTIFICATIONS



                             PART I

Item 1.        Description of Business.

     In addition to historical information, this Annual Report on Form 10-KSB
may include certain forward looking statements based on current management
expectations. The Company's actual results could differ materially from those
management expectations.  Factors that could cause future results to vary
from current management expectations include, but are not limited to, general
economic conditions, legislative and regulatory changes, monetary and fiscal
policies of the federal government, changes in tax policies, rates and
regulations of federal, state and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or competition,
changes in the quality or composition of the Company's loan and investment
portfolios, changes in accounting principles, policies or guidelines, and
other economic, competitive, governmental and technological factors affecting
the Company's operations, markets, products, services and prices.

General

     Great American Bancorp, Inc. (the "Company") was organized in 1995 to be
the savings and loan holding company of First Federal Savings Bank of
Champaign-Urbana, Illinois, (the "Bank") in connection with the Bank's
conversion from a federally chartered mutual savings bank to a federally
chartered stock savings bank.

     The Company's assets at December 31, 2003 before consolidation, totaled
$17.83 million and consisted primarily of the investment in the Bank of
$12.24 million, multi-family real estate loans of $4.11 million, one-to-four-
family mortgage loans of $225,000, commercial loans totaling $150,000,
consumer loans of $100,000 and cash and due from banks of $750,000.  All
loans were originated at the Bank and sold to the Company.  The loans were
sold to the Company because the loans exceeded the loans to one borrower
limitation at the Bank.  (Refer to "Loans to One Borrower" under the "Federal
Savings Institution Regulation" section).  Payments of principal and interest
on these loans are passed through from the Bank to the Company and provide
liquidity to the Company for the payment of shareholder dividends, purchases
of treasury stock and purchases of additional loans from the Bank.  Total
capital at the Company was $17.64 million at December 31, 2003, which equaled
98.9% of the Company's assets and 11.1% of total consolidated assets.

     Currently, the Company does not transact any other material business
except through its subsidiary, the Bank.  Accordingly, the discussion in this
Report addresses the Company's operations as they are conducted primarily
through the Bank.

Business of the Bank

     The Bank's principal business consists of the acceptance of retail
deposits from the residents and small businesses surrounding its branch
offices and the investment of those deposits, together with funds generated
from operations, primarily in one-to-four-family residential mortgage loans.
The Bank also invests in multi-family mortgage loans, commercial real estate
loans, construction loans, land development loans and commercial and consumer
loans.  The Bank, from time to time, originates loans for sale during certain
designated periods and, to a lesser extent, may sell loans from its
portfolio.  In addition to its lending activities, the Bank also invests in
U.S. Treasury and Agency securities, local municipal securities, and
mortgage-backed securities.

     The Bank's revenues are derived principally from interest on its
mortgage, consumer and commercial loans, and, to a lesser extent, interest
and dividends on its securities.  The Bank's primary sources of funds are
deposits, principal and interest payments and principal prepayments on loans,
proceeds from sales of one-to-four-family mortgage loans, and proceeds from
Federal Home Loan Bank ("FHLB") advances.

     The Bank's primary market area consists of Champaign County, Illinois,
which includes the cities of Champaign and Urbana.  The economy in the Bank's
primary market area is predominantly related to the University of Illinois,
medical and health care related businesses, a major food processing operation
and agriculture.  The Bank maintains three offices, two in Champaign and one
in Urbana, and provides a full range of retail banking services at each
office, with emphasis on one-to-four-family residential mortgage loans and
consumer and commercial loans.

Lending Activities

     General.  Historically, the principal lending activity of the Company
has been the origination of long-term fixed-rate mortgage loans for the
purpose of constructing, financing or refinancing one-to-four-family
residential properties.  In recent years, the Company has also emphasized the
origination of short-term fixed-rate mortgage loans, including both one-to-
four-family and multi-family loans and short-term variable rate multi-family
loans.  The Bank has also increased the origination of consumer and
commercial loans.

     Loan Portfolio Composition.  The following table sets forth the
composition of the consolidated loan portfolio in dollar amounts and in
percentages of the respective portfolios at the dates indicated:

                                          Amount of Loans Outstanding at
                                          ------------------------------
                                          December   December   December
                                          31, 2003   31, 2002   31, 2001
                                          --------  ---------  ---------
                                                  (in thousands)
Real estate:
 One-to-four-family residential (1)      $  44,305   $ 62,302   $ 84,000
 Multi-family residential                   18,347     20,249     19,775
 Commercial                                 10,291     16,056     16,567
 Construction                                2,125      2,077      3,907
 Land                                          458         36         24
Commercial business                         12,022     10,063      9,553
Consumer                                    14,414     14,399     12,620
                                           -------    -------    -------
   Total loans, gross                      101,962    125,182    146,446
 Allowance for loan losses                  (1,190)    (1,188)    (1,040)
                                           -------    -------    -------
   Total loans, net                      $ 100,772  $ 123,994   $145,406
                                           =======    =======    =======

                                        Percentage of Loans Outstanding at
                                        ----------------------------------
                                          December   December   December
                                          31, 2003   31, 2002   31, 2001
                                          --------  ---------  ---------
Real estate:
 One-to-four-family                          43.46%     49.76%     57.36%
 Multi-family residential                    17.99      16.18      13.50
 Commercial                                  10.09      12.83      11.31
 Construction                                 2.08       1.66       2.67
 Land                                         0.45        .03        .02
Commercial business                          11.79       8.04       6.52
Consumer                                     14.14      11.50       8.62
                                           -------     -------    -------
 Total loans                                100.00%    100.00%    100.00%
                                           =======     =======    =======


(1) Includes mortgage loans held for sale.




     At December 31, 2003, 44.6% of total mortgage loans had adjustable
interest rates, excluding consumer loans secured by second mortgages on real
property.

     The types of loans that the Company may originate are subject to federal
and state law and regulations.  Interest rates charged on loans are affected
by the demand for such loans and the supply of money available for lending
purposes and the rates offered by competitors.  These factors are, in turn,
affected by, among other things, economic conditions, monetary policies of
the federal government, including the Federal Reserve Board and legislative
tax policies.

Loan Maturity

     The following table shows the maturity of consolidated loans at December
31, 2003.  While future loan prepayment activity cannot be projected,
management anticipates that in periods of stable interest rates, prepayment
activity would be lower than prepayment activity experienced in periods of
declining interest rates.  In general, the Company originates adjustable and
fixed-rate one-to-four-family loans with maturities from 10 to 30 years,
multi-family loans with maturities from 10 to 20 years, adjustable-rate
commercial real estate loans with maturities of 15 to 25 years, commercial
loans with maturities of from 1 to 5 years, and consumer loans with
maturities of 1 to 5 years.


<TABLE>
<CAPTION>
                                                                    At December 31, 2003
                                                                       (in thousands)
                                    ------------------------------------------------------------------------------------------
                                     One- to    Multi-       Real                                                  Total
                                      Four-     Family      Estate                                                 Loans
                                     Family  Residential  Commercial Construction   Land  Commercial  Consumer  Receivable
                                    ------------------------------------------------------------------------------------------
     <S>                           <C>        <C>          <C>          <C>         <C>     <C>       <C>       <C>
     Amounts due:
      One year or less             $  3,095   $  1,065     $    792     $ 2,125     $ 175   $ 9,098   $  3,655  $  20,005

     After one year:
       More than one year to
        three years                   6,247      1,483        1,929          --        32     1,374      3,635     14,700
      More than three years
        to five years                 6,201      7,220        1,692          --        48       341      6,462     21,964
      More than five years
        to 10 years                  15,944      2,996        3,407          --        68       686        553     23,654
      More than 10 years
        to 20 years                  10,024      5,015        2,434          --       135       418         74     18,100
      More than 20 years              2,794        568           37          --        --       105         35      3,539
                                     -----------------------------------------------------------------------------------------
         Total due after
          December 31, 2004          41,210     17,282        9,499          --       283     2,924     10,759     81,957
                                     -----------------------------------------------------------------------------------------
         Total loans, gross          44,305     18,347       10,291       2,125       458    12,022     14,414    101,962

      Allowance for loan losses         (64)       (26)        (187)         (4)       --      (581)      (328)    (1,190)
                                     -----------------------------------------------------------------------------------------
         Total loans, net          $ 44,241   $ 18,321     $ 10,104     $ 2,121     $ 458   $11,441   $ 14,086  $ 100,772
                                     =========================================================================================

</TABLE>




     The following table sets forth, at December 31, 2003, the dollar amount
of gross loans receivable, contractually due after December 31, 2004, and
whether such loans have fixed interest rates or adjustable interest rates.



                                            Due After December 31, 2004
                                      --------------------------------------
                                        Fixed       Adjustable        Total
                                      --------------------------------------
                                                  (in thousands)

Real estate:
 One-to-four-family residential       $ 33,060       $  8,150      $ 41,210
 Multi-family residential                6,903         10,379        17,282
 Commercial real estate                    395          9,104         9,499
 Construction                               --             --            --
 Land                                       26            257           283
Commercial business                        604          2,320         2,924
Consumer                                 5,193          5,566        10,759
                                        ------------------------------------
      Total loans                     $ 46,181       $ 35,776      $ 81,957
                                        ====================================



     Origination, Purchase, Sale and Servicing of Loans.  The Company's
lending activities are conducted primarily through its home office and two
branch offices.  The Company, from time to time, also sells mortgage loans
that it originates during certain designated periods and sells loans from its
portfolio and purchases participations in mortgage loans originated by other
institutions.  The Company has sold one-to-four-family mortgage loans during
periods in which management believes market interest rates are not conducive
to the Company holding such loans in its portfolio.  Additionally, the
Company may sell loans from its portfolio to, among other things, fund its
commitments for loan sales when circumstances result in the Company's
inability to close loans which have been committed for sale.  Historically,
the substantial majority of loans sold by the Company have been sold either
to the Federal Home Loan Mortgage Corporation ("FHLMC") or to the Federal
National Mortgage Association ("FNMA").  The determination to purchase
participations in specific loans or pools of loans is based upon criteria
substantially similar to the Company's underwriting policies which consider
the financial condition of the borrower, the location of the underlying
property and the appraised value of the property, among other factors.

     Mortgage loans originated and intended for sale in the secondary market
are carried at the lower of cost or fair value in the aggregate.  Net
unrealized losses, if any, are recognized through a valuation allowance.
Adjustments to fair value are recognized as income or expense at the time the
increase or decrease in value occurs.  At the time of sale, the cash gain or
loss on the sale of the loans is determined based on the difference between
the net cash proceeds received and the carrying value of the loans sold.
Mortgage servicing rights on loans sold are capitalized by allocating the
total cost of the mortgage loans between the mortgage servicing rights and
the loans based on their relative fair values.  Capitalized servicing rights
are amortized in proportion to and over the period of estimated servicing
revenues.

     The following table sets forth consolidated loan originations,
purchases, sales and principal repayments information for the periods
indicated.

                                      Year Ended December 31,
                          ------------------------------------------------
                                 2003            2002            2001
                          ------------------------------------------------
                                           (in thousands)

Gross Loans (1)
Beginning balance           $ 125,182       $ 146,446       $ 133,620
 Loans originated:
  One-to-four-family           17,127          18,061          24,236
  Multi-family residential        839           2,484           1,422
  Commercial real estate        4,688           4,132           5,121
  Construction and land         6,641           6,710           6,974
  Commercial business          15,765          10,457          10,412
  Consumer                     12,962          12,273          11,889
                            ----------------------------------------------
   Total loans originated      58,022          54,117          60,054
                            ----------------------------------------------
   Total                      183,204         200,563         193,674

Less:
  Transfer to real
     estate owned                  --              --              --
  Principal repayments        (48,790)        (47,990)        (41,879)
  Sales of loans              (32,452)        (27,391)         (5,349)
                              --------------------------------------------
Total loans, gross          $ 101,962       $ 125,182       $ 146,446
                            ==============================================

     (1)  Gross loans include loans receivable and mortgage loans held for
          sale, net of loan origination fees, deferred loan fees, and
          unamortized premiums and discounts.

     One-to-Four-Family Mortgage Lending.  The Company offers both fixed rate
and adjustable rate mortgage loans secured by one-to-four-family residences,
primarily owner-occupied, located in the Company's primary market area, with
maturities up to thirty years.  Substantially all of such loans are secured
by property located in Champaign County, Illinois.  Loan originations are
generally obtained from existing or past customers and members of the local
community.

     The interest rate for the majority of the Company's adjustable-rate
mortgage loans adjusts periodically based upon a spread above the one year
U.S. Treasury index.  The Company currently offers a number of adjustable-
rate mortgage loan programs with interest rates which adjust annually, either
from the outset of the loan or after a 1, 3, 5 or 7-year initial period in
which the loan has a fixed rate.  Such interest rate adjustments are limited
to a 2% annual adjustment cap and a 6% life-of-the-loan cap.

     The origination of adjustable-rate residential mortgage loans, as
opposed to fixed-rate residential mortgage loans, helps reduce the Company's
exposure to increases in interest rates.  However, adjustable-rate loans
generally pose credit risks not inherent in fixed-rate loans, primarily
because as interest rates rise, the underlying payments of the borrower rise,
thereby increasing the potential for default.  At the same time, the
marketability of the underlying property may be adversely affected.  Periodic
and lifetime caps on adjustable-rate mortgage loans help to reduce these
risks but also limit the interest rate sensitivity of such loans.

     The Company's policy is to originate one-to-four-family residential
mortgage loans in amounts up to 80% of the lower of the appraised value or
the selling price of the property securing the loan and up to 100% of the
appraised value or selling price if private mortgage insurance is obtained.
Mortgage loans originated by the Company generally include due-on-sale
clauses which provide the Company with the contractual right to deem the loan
immediately due and payable in the event the borrower transfers ownership of
the property without the Company's consent.

     Multi-family Lending.  The Company originates fixed and adjustable-rate
multi-family residential mortgage loans generally secured by multiple unit
apartment and university housing buildings located in the Company's primary
market area.  At December 31, 2003, the consolidated multi-family loan
portfolio was $18.35 million, or 18.0% of total gross loans.  In reaching its
decision on whether to make a multi-family loan, management considers the
qualifications of the borrower as well as the underlying property.  The
factors considered include: the net operating income of the mortgaged
premises before debt service and depreciation; the debt service ratio (the
ratio of net earnings to debt service); and the ratio of loan amount to
appraised value.  Pursuant to the Company's underwriting policies, an
adjustable-rate multi-family mortgage loan may only be made in an amount up
to 80% of the appraised value of the underlying property.  In addition, the
Company generally requires a debt service ratio of at least 1.2% and the
personal guarantee of the borrower.  Properties securing a loan are appraised
by an independent appraiser and title insurance is required on all loans.

     When evaluating the qualifications of the borrower for a multi-family
loan, management considers the financial resources and income level of the
borrower, the borrower's experience in owning or managing similar properties
and the previous lending experience with the borrower.  The Company's
underwriting policies require that the borrower be able to demonstrate strong
management skills and the ability to maintain the property from current
rental income.  The borrower should also present evidence of the ability to
repay the mortgage and a history of making mortgage payments on a timely
basis.  In making its assessment of the creditworthiness of the borrower,
management generally reviews the financial statements, employment and credit
history of the borrower, as well as other related documentation.  The largest
multi-family loan at December 31, 2003 is a ten year fixed rate loan with an
outstanding balance of $7.13 million which is secured by an apartment
complex.

     Loans secured by apartment buildings and other multi-family residential
properties generally involve larger principal amounts and a greater degree of
risk than one-to-four-family residential mortgage loans.  Because payments on
loans secured by multi-family properties are often dependent on successful
operation or management of the properties, repayment of such loans may be
subject to a greater extent to adverse conditions in the real estate market
or the economy.  The Company seeks to minimize these risks through their
underwriting policies, which require such loans to be qualified at
origination on the basis of the property's income and debt coverage ratio.
As part of its operating strategy, the Company intends to increase its multi-
family lending in its primary market area.

     Commercial Real Estate Lending.  The Company originates commercial real
estate loans that are generally secured by properties used for business
purposes such as small office buildings or a combination of residential and
retail facilities located in the Company's primary market area.  The
Company's underwriting procedures provide that commercial real estate loans
may generally be made in amounts up to 80% of the appraised value of the
property, subject to the Company's current loans-to-one-borrower limit.

     These loans generally may be made with terms up to 25 years, fully
amortized, and are generally offered at interest rates which adjust in
accordance with the prime rate as reported in the Wall Street Journal.  The
Company's underwriting standards and procedures are similar to those
applicable to its multi-family loans, whereby the Company considers the net
operating income of the property and the borrower's expertise, credit history
and profitability.  The Company has generally required that the properties
securing commercial real estate loans have debt service coverage ratios of at
least 1.2%. The largest commercial real estate loan in the Company's
portfolio at December 31, 2003, was a $749,000, twenty year, adjustable-rate
loan which was originated in October, 2001 and is secured by a retail,
recreational facility.  As part of its operating strategy, the Company
intends to increase its commercial real estate lending in its primary market
area.

     Loans secured by commercial real estate properties, like multi-family
loans, usually involve larger principal amounts and, generally, the interest
rate on these loans is initially fixed for between one and five years and
adjusts between one and five years thereafter.  The Company currently has no
mortgage loans that are subject to negative amortization.

     Because payments on loans secured by commercial real estate properties
are often dependent on successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real
estate market or the economy.  The Company seeks to minimize these risks
through its underwriting standards, which require such loans to be qualified
on the basis of the property's income and debt service ratio.

     Construction and Land Development Lending.  The Company originates loans
for the acquisition and development of property to contractors and
individuals in its primary market area.  The Company has made construction
loans primarily to finance the construction of one-to-four-family, owner-
occupied residential properties and multi-family properties.  These loans
generally have maturities of one year or less.  Loans for the construction of
one-to-four-family residences may be made normally in amounts up to 85% of
the appraised value of the property.  Loans for the construction of
commercial and multi-family properties may be made in amounts up to 80% of
the appraised value of the property, subject to the Company's current
limitation on loans-to-one-borrower.

     The Company requires personal guarantees and may require an irrevocable
takeout commitment from a generally recognized lender for an amount equal to
or greater than the amount of the loan.  Loan proceeds are disbursed in
increments as construction progresses and as inspections warrant.  Land
development loans are determined on an individual basis, but generally they
do not exceed 70% of the actual cost or current appraised value of the
property, whichever is less.  The largest construction loan in the Company's
portfolio at December 31, 2003 was a residential construction loan totaling
$250,000.

     Construction and land development financing is generally considered to
involve a higher degree of credit risk than long-term financing on improved,
owner-occupied real estate.  Risk of loss on a construction loan is dependent
largely upon the accuracy of the initial estimate of the property's value at
completion of construction or development compared to the estimated cost
(including interest) of construction.  If the estimate of value proves to be
inaccurate, the Company may be confronted with a project, when completed,
having a value which is insufficient to assure full repayment.

     Commercial Lending.  The Company also offers secured and unsecured
commercial business loans.  Commercial business loans consist of credit lines
to support fluctuations in accounts receivable and inventory, conventional
term loans, including both "owner-occupied" and "investment" real estate
loans, working capital loans, business acquisition loans and small business
loans.  The Company's policy is to generally make fixed-rate and variable
rate commercial loans with terms of from 1 to 5 years.  In making commercial
loans, management considers primarily the value of the collateral if the loan
is secured, the financial history and resources of the borrower, the
borrower's ability to repay the loan out of net operating income and the
lending history with the borrower.  The Company's policy has been generally
to require the personal guarantee of all principal shareholders or partners
for loans to corporations or partnerships, and an annual personal financial
statement from all guarantors.  The largest commercial loan or commercial
credit relationship consisted of a variable rate commercial loan which
totaled $1.80 million at December 31, 2003, and was secured by inventory and
an assignment of equipment leases.

     As part of its overall strategy, management intends to increase the
level of commercial lending in the primary market area.  Unsecured commercial
business lending is generally considered to involve a higher degree of risk
than secured commercial and real estate lending.  Risk of loss on an
unsecured commercial business loan is dependent largely on the borrower's
ability to remain financially able to repay the loan out of ongoing
operations.  If management's estimate of the borrower's financial ability is
inaccurate, the Company may be confronted with a loss of principal on the
loan.

     Consumer Lending.  The Company has developed a consumer loan program to
offer loans on a short term basis, generally up to five years, thereby
reducing its interest rate risk exposure.  In addition, the Company has a
significant amount of adjustable-rate home equity loans which adjust daily.
The Company's portfolio of consumer loans includes a combination of
automobile, marine, home improvement, recreation, home equity loans, credit
cards loans and overdraft protection loans.  Consumer loans are generally
originated in the Company's primary market area and generally have maturities
of one to five years.  Consumer loans may be collateralized by personal
property or secondary encumbrances on real estate.  Unsecured consumer loans
are generally made with a maximum maturity of 48 months.

     Consumer loans are shorter in term and generally contain higher interest
rates than residential loans.  Management believes the consumer loan market
has been helpful in improving its spread between average loan yield and costs
of funds and at the same time improving the matching of its rate sensitive
assets and liabilities.

     The underwriting standards employed by the Bank for consumer loans
include a determination of the applicant's credit history and an assessment
of the applicant's ability to meet existing obligations and payments on the
proposed loan.  The stability of the applicant's monthly income may be
determined by verification of gross monthly income from primary employment,
and additionally from any verifiable secondary income.  Creditworthiness of
the applicant is of primary consideration; however, the underwriting process
also includes a comparison of the value of the collateral in relation to the
proposed loan amount.

     Consumer loans entail greater risks than one-to-four-family residential
mortgage loans, particularly consumer loans that are secured by rapidly
depreciable assets such as automobiles or that are unsecured.  In such cases,
repossessed collateral for a defaulted loan may not provide an adequate
source of repayment of the outstanding loan balance, since there is a greater
likelihood of damage, loss or depreciation of the underlying collateral.
Further, consumer loan collections are dependent on the borrower's continuing
financial stability, and therefore are more likely to be adversely affected
by job loss, divorce, illness or personal bankruptcy.  Finally, the
application of various federal and state laws, including federal bankruptcy
and insolvency laws, may limit the amount which can be recovered on such
loans in the event of a default.  At December 31, 2003, the Company had no
consumer loans 90 days or more delinquent.  As part of its operating
strategy, the Company intends to increase the level of its consumer lending
in its primary market area.

     Loan Approval Procedures and Authority.  The Board of Directors
authorizes the lending activities of the Company and establishes the lending
policies.  The Board of Directors has authorized the following persons to
approve loans up to the amounts indicated:  Loans in the amount of $200,000
for secured loans and $100,000 for unsecured loans may be approved by the
President or Senior Vice President of Lending.  Other lending personnel have
smaller approved lending authority.  One-to-four-family residential mortgage
loans in an amount not exceeding the maximum amount saleable to the secondary
market (such amount currently is $333,700) may be approved by specified
officers within the lending department.  All other loan commitments or
renewals in excess of the maximum amount saleable to the secondary market
must be referred to and approved by the Company's Loan Committee, which is
made up of three directors, the President and the Senior Vice President of
Lending.

     For all loans originated, upon receipt of a completed loan application
from a prospective borrower, a credit report is ordered and certain other
information is verified by an independent credit agency.  If necessary,
additional financial information may be required.  An appraisal of real
estate intended to secure a proposed loan generally is required to be
performed by an appraiser designated and approved by the Company.  For
proposed mortgage loans, the Board of Directors annually approves independent
appraisers to be used and approves the appraisal policy.  The Company's
policy is to obtain title and hazard insurance on all mortgage loans.  If
private mortgage insurance is required, the borrower will be required to make
payments to a mortgage impound account from which the Company makes
disbursements for property taxes and mortgage insurance.

     Loan Servicing.  The Company also services mortgage loans for others.
Loan servicing includes collecting and remitting loan payments, accounting
for principal and interest, making inspections as required of mortgaged
premises, contacting delinquent mortgagors, supervising foreclosures and
property dispositions in the event of unremedied defaults, making certain
insurance and tax payments on behalf of the borrowers and generally
administering the loans.  At December 31, 2003 the Company was servicing
$45.22 million of mortgage loans for others.

     Delinquencies and Classified Assets.  Management and the Board of
Directors perform a monthly review of all delinquent loans.  The procedures
taken by management with respect to delinquencies vary depending on the
nature of the loan and period of delinquency.  The Company generally requires
that delinquent mortgage loans be reviewed and that a written late charge
notice be mailed after the 15th day of delinquency.  The Company's policies
provide that telephone contact will be attempted to ascertain the reasons for
delinquency and the prospects of repayment.  When contact is made with the
borrower at any time prior to foreclosure, management will attempt to obtain
full payment or work out a repayment schedule with the borrower to avoid
foreclosure.  It is the general policy to continue to accrue interest on all
loans which are past due unless ultimate collection of principal and interest
is in doubt.  Property acquired as a result of foreclosure on a mortgage loan
is classified as "real estate owned", and is recorded at the lower of the
unpaid principal balance or fair value less costs to sell at the date of
acquisition and thereafter.  Upon foreclosure, it is the Company's policy
generally to require an appraisal of the property and, thereafter, appraisal
of the property on an annual basis and external inspections on at least a
quarterly basis.

     Federal regulations and the Company's Classification of Assets Policy
require that the Company utilize an internal asset classification system as a
means of reporting non-performing and potential problem assets.  The Company
has incorporated the asset classifications used by the Office of Thrift
Supervision ("OTS"), the Company's primary regulator, as part of its credit
monitoring system.  The Company currently classifies non-performing and
potential problem assets as "Substandard," "Doubtful" or "Loss" assets.  An
asset is considered Substandard if it is inadequately protected by the
current net worth and paying capacity of the obligor or of the collateral
pledged, if any.  Substandard assets include those characterized by the
distinct possibility that the insured institution will sustain "some loss" if
the deficiencies are not corrected. Assets classified as Doubtful have all of
the weaknesses inherent in those classified Substandard with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts, conditions and values, highly
questionable and improbable.  Assets classified as Loss are those considered
uncollectible and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted.
Assets which do not currently expose the insured institution to sufficient
risk to warrant classification in one of the aforementioned categories but
possess weaknesses are required to be designated "Watch."

     When an insured institution classifies one or more assets, or portions
thereof, as Substandard or Doubtful, it is required to establish a general
valuation allowance for loan losses in an amount deemed prudent by
management.  General valuation allowances, which is a regulatory term,
represent loss allowances which have been established to recognize the
inherent risk associated with lending activities, but which, unlike specific
allowances, have not been allocated to particular problem assets.  When an
insured institution classifies one or more assets, or portions thereof, as
Loss, it is required either to establish a specific allowance for losses
equal to 100% of the amount of the asset so classified or to charge off such
amount.

     A savings institution's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
OTS, which can order the establishment of additional general or specific loss
allowances.  The OTS, in conjunction with the other federal banking agencies,
adopted an interagency policy statement on the allowance for loan and lease
losses.  The policy statement provides guidance for financial institutions on
both the responsibilities of management for the assessment and establishment
of adequate allowances and guidance for banking agency examiners to use in
determining the adequacy of general valuation guidelines.  Generally, the
policy statement recommends that institutions have effective systems and
controls to identify, monitor and address asset quality problems; that
management has analyzed all significant factors that affect the
collectibility of the portfolio in a reasonable manner; and that management
has established acceptable allowance evaluation processes that meet the
objectives set forth in the policy statement.  As a result of declines in
local and regional real estate market values and significant losses
experienced by many financial institutions, there has been a greater level of
scrutiny by regulatory authorities of the loan portfolios of financial
institutions undertaken as part of the examination of institutions by the OTS
and the Federal Deposit Insurance Corporation ("FDIC").  While the Company
believes that it has established an adequate allowance for loan losses, there
can be no assurance that regulators, in reviewing the Company's loan
portfolio, will not request the Company to materially increase at that time
its allowance for loan losses, thereby negatively affecting the Company's
financial condition and earnings at that time.  Although management believes
that, based on information currently available, adequate specific and general
loan loss allowances have been established, actual losses are dependent upon
future events and, as such, further additions to the level of specific and
general loan loss allowances may become necessary.

     The Company's Loan Committee reviews and classifies the Company's loans
on a monthly basis and reports the results of its reviews to the Board of
Directors.  The Company classifies loans in accordance with the management
guidelines described above.  At December 31, 2003, the Company had no other
real estate as a result of foreclosure, which is generally classified as
Substandard.  At December 31, 2003, the Company had $535,000 in assets
classified as Watch, no loans classified as Substandard, $23,000 classified
as Doubtful, and no loans classified as Loss.

     The following table sets forth delinquencies in the Company's loan
portfolio as of the dates indicated.



<TABLE>
<CAPTION>
                                              At December 31, 2003                        At December 31, 2002
                                   --------------------------------------------------------------------------------------
                                         60-89 Days          90 Days or More        60-89 Days        90 Days or More
                                   --------------------------------------------------------------------------------------
                                               Principal             Principal            Principal             Principal
                                     Number     Balance    Number     Balance    Number    Balance    Number     Balance
                                    of Loans   of Loans   of Loans   of Loans   of Loans  of Loans   of Loans   of Loans
                                   --------------------------------------------------------------------------------------
                                                                     (dollars in thousands)
 <S>                                    <C>     <C>          <C>     <C>           <C>       <C>         <C>    <C>
 One-to-four-family residential          2      $  81        --      $    --        1        $  73        2     $   171
 Multi-family residential               --         --        --           --       --           --       --          --
 Commercial real estate                 --         --        --           --       --           --       --          --
 Construction and land                  --         --        --           --       --           --       --          --
 Commercial business                    --         --        --           --       --           --       --          --
 Consumer                                2          5        --           --        1          300        4           7
                                   --------------------------------------------------------------------------------------
    Total                                4      $  86                $    --        2        $ 373        6     $   178
 Delinquent loans to total         ======================================================================================
    gross loans                                  0.08%                  0.00%                 0.30%                0.14%
                                   ======================================================================================
<CAPTION>
                                                                                          At December 31, 2001
                                                                               -----------------------------------------
                                                                                    60-89 Days        90 Days or More
                                                                               -----------------------------------------
                                                                                          Principal             Principal
                                                                                 Number    Balance    Number     Balance
                                                                                of Loans  of Loans   of Loans   of Loans
                                                                               -----------------------------------------
                                                                                     (dollars in thousands)
 <S>                                                                               <C>       <C>         <C>    <C>
 One-to-four-family residential                                                     4        $ 130        4     $   337
 Multi-family residential                                                          --           --       --          --
 Commercial real estate                                                            --           --       --          --
 Construction and land                                                             --           --       --          --
 Commercial business                                                                1           12       --          --
 Consumer                                                                           3           44        3          50
                                                                               -----------------------------------------
    Total                                                                           8        $ 186        7     $   387
 Delinquent loans to total                                                     =========================================
    gross loans                                                                               0.13%                0.26%
                                                                               =========================================
</TABLE>


Nonaccrual and Past Due Loans.  The following table sets forth information
regarding loans contractually past due 90 days or more.  At December 31,
2003, there were no troubled-debt restructured loans within the meaning of
Statement of Financial Accounting Standards No. 15 and no foreclosed
properties classified as real estate owned.  At December 31, 2003, there were
no accruing loans past due 90 days or more and one loan totaling $4,000 in
nonaccrual status.  The Company continues to accrue interest on loans which
are past due unless ultimate collection of all principal and interest is in
doubt.


<TABLE>
<CAPTION>
                                                   -----------------------------------------------------------------
                                                     Dec 31,       Dec 31,      Dec 31,       Dec 31,      Dec 31,
                                                       2003          2002         2001          2000         1999
                                                   -----------------------------------------------------------------
                                                                         (dollars in thousands)
 <S>                                                <C>           <C>          <C>            <C>           <C>
 Loans contractually past due 90 days
   or more and nonaccruing loans                    $     4       $   184      $   387        $  307        $  468
                                                   =================================================================
 Allowance for loan losses as a percent
   of loans (1)                                        1.17%         0.95%        0.71%         0.67%         0.55%
 Allowance for loan losses as a percent of
   non-performing loans                           29,750.00%       645.65%      268.73%       289.58%       150.21%
 Non-performing loans as a percent of loans (1)        0.00%         0.15%        0.26%         0.23%         0.36%
 Non-performing assets as a percent of total
   assets                                              0.00%         0.11%        0.23%         0.19%         0.30%

</TABLE>

 ---------------------------
(1)Loans include gross loans and mortgage loans held for sale less loans
in process, undisbursed loan proceeds and deferred loan origination fees
and discounts.



     Allowance for Loan Losses.  The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the
risks inherent in the loan portfolio and the general economy.  The allowance
for loan losses is maintained at an amount management considers adequate to
cover estimated losses in loans receivable which are deemed probable and can
be estimated based on information available to management at such time.
While management believes the allowance for loan losses is sufficient to
cover losses inherent in its loan portfolio at this time, no assurances can
be given that the level of the allowance for loan losses will be sufficient
to cover future loan losses incurred or that future adjustments to the
allowance for loan losses will not be necessary if economic and other
conditions differ substantially from the economic and other conditions used
by management to determine the current level of the allowance for loan
losses.  The allowance is based upon a number of factors, including asset
classifications, economic trends, industry experience and trends, industry
and geographic concentrations, estimated collateral values, management's
assessments of the credit risk inherent in the portfolio, historical loan
loss experience, and the Company's underwriting policies.  As of December 31,
2003 and 2002, the allowance for loan losses was 1.17% and 0.95%,
respectively, of total loans.  Management will continue to monitor and modify
the allowance for loan losses as conditions dictate.  Various regulatory
agencies, as an integral part of their examination process, periodically
review the allowance for loan losses.  These agencies may require additional
valuation allowances, based on their judgments of the information available
at the time of the examination.

     It is the policy of the Company to charge off consumer loans when it is
determined that they are no longer collectible.  The policy for loans secured
by real estate, which comprise the bulk of the loan portfolio, is to
establish loss reserves in accordance with the loan classification process,
based on generally accepted accounting practices.  It is the Company's policy
to obtain an appraisal on all real estate acquired through foreclosure at the
time of foreclosure.

     The following table sets forth activity in the allowance for loan losses
for the periods set forth in the table.


<TABLE>
<CAPTION>
                                          ---------------------------------------------------------------
                                             Dec 31,      Dec 31,       Dec 31,    Dec 31,     Dec 31,
                                               2003         2002          2001       2000        1999
                                          ---------------------------------------------------------------
                                                                (Dollars in thousands)
 <S>                                        <C>           <C>           <C>         <C>         <C>
 Balance at beginning of year               $ 1,188       $1,040        $  889      $ 703       $ 925
 Provision for loan losses                       --          170           162        300         573
 Charge-offs:
   One-to-four-family residential                --           --            --         --          --
   Multi-family residential                      --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                           --           16            12        116         800
   Consumer                                       4           18             7         15           1
                                           --------------------------------------------------------------
    Total charge-offs                             4           34            19        131         801
                                           --------------------------------------------------------------
 Recoveries:
   One-to-four-family residential                --           --            --         --          --
   Multi-family residential                      --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                            4            9             7          2           5
   Consumer                                       2            3             1         15           1
                                           --------------------------------------------------------------
    Total recoveries                              6           12             8         17           6
                                           --------------------------------------------------------------
 Net charge-offs                                 (2)          22            11        114         795
                                           --------------------------------------------------------------
 Balance at end of period                   $ 1,190       $1,188        $1,040      $ 889       $ 703
                                           ==============================================================
 Ratio of net charge-offs during the
   period to average loans outstanding
   during the period                           0.00%        0.02%         0.01%      0.09%       0.63%
                                           ==============================================================
</TABLE>



     The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated.


<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------------
                                   Amount of Allowance and Percent of Loans in Each Category to Total Loans
                             -------------------------------------------------------------------------------------
                               Dec 31, 2003     Dec 31, 2002     Dec 31, 2001     Dec 31, 2000     Dec 31, 1999
                              --------------   --------------   --------------   --------------    --------------
                              Amount Percent   Amount Percent   Amount Percent   Amount Percent    Amount Percent
                              ------ -------   ------ -------   ------ -------   ------ -------    ------ -------
                                                            (dollars in thousands)
 <S>                         <C>     <C>      <C>     <C>       <C>    <C>       <C>    <C>        <C>    <C>
 One-to four-
   family residential        $   64   43.46%  $  124   49.76%  $  166   57.36%   $ 166   57.63%    $  74   54.74%
 Multi-family residential        26   17.99       42   16.18      163   13.50      155   14.78        20   14.40
 Commercial real estate         187   10.09      246   12.83      136   11.31      164   12.94        19   14.18
 Construction and land            4    2.53        4    1.69       32    2.69       13    1.05         2    1.65
 Commercial business            581   11.79      450    8.04      221    6.52       77    4.92       321    6.03
 Consumer                       328   14.14      322   11.50      322    8.62      314    8.68       267    9.00
                             -----------------------------------------------------------------------------------
                             $1,190  100.00%  $1,188  100.00%  $1,040  100.00%   $ 889  100.00%    $ 703  100.00%
                             ====================================================================================

</TABLE>



Investment Activities

     Federally chartered savings institutions have the authority to invest in
various types of liquid assets, including U.S. Treasury and Agency
obligations, mortgage-backed and other securities of various federal
agencies, FHLB term deposits, certificates of deposit of insured banks and
savings institutions, bankers' acceptances, repurchase agreements and federal
funds.  Subject to various restrictions, federally chartered savings
institutions may also invest their assets in commercial paper, investment-
grade corporate debt securities and mutual funds whose assets conform to the
investments that a federally chartered savings institution is otherwise
authorized to make directly.  Additionally, the Bank must maintain minimum
levels of investments that qualify as liquid assets under OTS regulations.
Historically, the Bank has maintained liquid assets above the minimum OTS
requirements and at a level considered to be adequate to meet its normal
daily activities.

     The Company's investment policy, as established by the Board of
Directors, attempts to provide and maintain liquidity, generate a favorable
return on investments without incurring undue interest rate and credit risk
and complement lending activities.  The investment policy generally limits
investments to government and federal agency-backed securities and other non-
government guaranteed securities, including corporate debt obligations, that
are investment grade.  The investment policy provides authority to invest in
U.S. Treasury and U.S. Government guaranteed securities, securities backed by
federal agencies such as the Government National Mortgage Association
("GNMA"), FNMA, FHLMC and the Federal Farm Credit Bureau with maximum
maturities of 10 years, mortgage-backed securities with a maximum term of 30
years which are backed by federal agency securities, obligations of state and
political subdivisions with at least an "A" rating, term deposits purchased
through the FHLB and securities issued by mutual funds which invest in
securities consistent with the Company's allocable investments.  The policy
generally limits investments in each category to the lesser of $5,000,000 or
50% of the Company's or Bank's equity.  The investment policies provide that
the President is authorized to execute all transactions within specified
limits which are reviewed by the Board of Directors on a monthly basis.  From
time to time the Board of Directors may authorize the President to exceed the
policy limitations.  The Company's Asset/Liability Committee monitors
compliance with the investment policies and generally meets on a quarterly
basis.

     The following table sets forth certain information regarding the
carrying value, weighted average yields and contractual maturities of the
Company's short-term investments and securities as of December 31, 2003.
Expected maturities of mortgage-backed securities will differ from
contractual maturities due to scheduled repayments and because borrowers may
have the right to call or prepay obligations with or without prepayment
penalties.


<TABLE>
<CAPTION>
                                                       At December 31, 2003
                          -------------------------------------------------------------------------------------------------------
                                                  More than One          More than Five        More than Ten
                            One Year or Less    Year to Five Years     Years to Ten Years         Years               Total
                          -------------------------------------------------------------------------------------------------------
                                     Weighted              Weighted              Weighted             Weighted             Weighted
                           Carrying   Average    Carrying   Average    Carrying   Average    Carrying  Average    Carrying  Average
                             Value     Yield       Value     Yield      Value      Yield      Value     Yield      Value    Yield
                          -------------------------------------------------------------------------------------------------------
                                                         (dollars in thousands)
<S>                       <C>           <C>      <C>            <C>    <C>           <C>     <C>        <C>      <C>          <C>

Federal Home Loan Bank
  term deposits           $  30,000     0.95%    $     --       --%    $    --       --%     $    --      --%    $ 30,000     0.95%
                          =========================================================================================================
Securities:
 Available-for-sale
  Mortgage-backed
   Securities             $      --       --%    $     --       --%    $    --       --%     $ 4,200    4.28%    $  4,200     4.28%
 Held to maturity:
  Mortgage-Backed
   securities                    --       --%          --       --%         --       --%     $   532    6.81%    $    532     6.81%
                          ---------------------------------------------------------------------------------------------------------
      Total securities    $      --       --%    $     --       --%    $    --       --%     $ 4,732    4.56%    $  4,732     4.56%
                          =========================================================================================================

</TABLE>


Deposit Activities and Other Sources of Funds

     General.  Deposits, loan repayments and prepayments, proceeds from sales
of loans, cash flows generated from operations and FHLB advances are the
primary sources of the Company's funds for use in lending, investing and for
other general purposes.

     Deposits.  The Company offers a variety of deposit accounts with a range
of interest rates and terms.  The flow of deposits is influenced
significantly by general economic conditions, changes in money market rates,
prevailing interest rates and competition.  The Company's deposits are
obtained predominately from the areas in which its branch offices are
located.  The Company relies primarily on customer service and long-standing
relationships with customers to attract and retain these deposits; however,
market interest rates and rates offered by competing financial institutions
significantly affect the Company's ability to attract and retain deposits.
From time to time, the Company solicits certificate accounts in excess of
$100,000.

     The Company's current deposit products include savings, demand deposits,
NOW accounts, money market and certificate of deposit accounts ranging in
terms from thirty days to eight years.  Included in the Company's certificate
of deposit accounts are certificates of deposit with balances in excess of
$100,000, and Individual Retirement Accounts ("IRAs").

     Deposits are obtained primarily from residents of Champaign County,
Illinois.  The Company seeks to attract deposit accounts by offering a
variety of products, competitive rates and convenient locations and service
hours.  The Company uses traditional methods of advertising to attract new
customers and deposits, including radio and print media advertising.  The
Company does not generally advertise outside of its market area or utilize
the services of deposit brokers.  Management believes that an insignificant
number of deposit accounts are held by nonresidents of the Company's primary
market area.

     The Company sets interest rates on its deposits on a weekly basis, based
upon a number of factors including:  the previous week's deposit flow; a
current survey of a selected group of competitors' rates for similar
products; external data which may influence interest rates; investment
opportunities and loan demand; and scheduled maturities.

     At December 31, 2003, the Company had $8.29 million in certificate
accounts in amounts of $100,000 or more maturing as follows:

                                                  Amount         Weighted
      Maturity Period                         (in thousands)   Average Rate
     ----------------                             -------      ------------
Three months or less                              $ 2,549         2.11%
Over three through six months                       1,485         1.74%
Over six months through 12 months                   1,968         2.06%
Over 12 months                                      2,291         4.53%
                                                  -------
 Total                                           $  8,293         2.70%
                                                  ========================


     The following table sets forth the distribution of the Company's average
deposit accounts for the periods indicated and the weighted average interest
rates on each category presented.



<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------------
December 31, 2003                 December 31, 2002                December 31, 2001
                               ---------------------------------------------------------------------------------------------------
                                           Percent                           Percent                           Percent
                                           of Total   Weighted               of Total   Weighted               of Total   Weighted
                                Average    Average    Average     Average    Average    Average     Average    Average    Average
                                Balance    Deposits     Rate      Balance    Deposits     Rate      Balance    Deposits    Rate
                                -------    ---------  --------    --------   ---------  --------    -------    --------  --------
                                                                      (dollars in thousands)
 <S>                           <C>          <C>          <C>      <C>        <C>         <C>       <C>         <C>          <C>
 Money market deposits         $ 21,296      16.09%      1.31%    $ 15,952    12.54%     2.21%     $ 10,949      8.90%      3.19%
 Passbook deposits               18,529      13.99       0.55       16,617    13.07      1.00        14,133     11.49       1.97
 NOW and other demand deposits   21,829      16.49       0.45       19,375    15.23      1.01        16,545     13.45       1.37
 Non-interest bearing deposits   12,422       9.38       0.00       11,197     8.80      0.00        10,367      8.43       0.00
                                -------     ------                  ------   ------                 -------    ------
    Total                        74,076      55.95       0.65%      63,141    49.64      1.13%       51,994     42.28       1.64%
                                -------     ------       ====       ------   ------      ====       -------    ------       ====
 Certificates accounts
  Three months or less              653       0.49       1.23%         619      .49      1.94%          271       .22       3.32%
  Over three through six months  18,997      14.35       2.02       17,265    13.58      2.97        14,947     12.15       5.09
  Over six through 12 months      7,307       5.52       2.04        8,585     6.75      3.15         9,348      7.60       5.30
  Over one to three years        20,681      15.62       3.08       26,889    21.14      4.66        35,665     29.00       5.91
  Over three to five years        3,830       2.89       4.83        4,900     3.85      5.41         5,496      4.47       5.82
  Over five to ten years          6,863       5.18       6.09        5,788     4.55      6.50         5,257      4.28       6.62
                                -------     ------                 -------   ------                 -------    ------
    Total certificates           58,331      44.05       3.05%      64,046    50.36      4.20%       70,984     57.72       5.69%
                                -------     ------       ====      -------   ------      ====       -------    ------       ====
    Total average deposits     $132,407     100.00%               $127,187   100.00%               $122,978    100.00%
                                =======     ======                 =======   ======                 =======    ======

</TABLE>


     At December 31, 2003, the Company had $13.00 million in advances from the
FHLB and had no other borrowings.  The Company may obtain advances from the
FHLB as part of its operating strategy.  The maximum amount that the FHLB will
advance to member institutions, including the Company, fluctuates from time to
time in accordance with the policies of the OTS and the FHLB.

     The following schedule presents FHLB advances at December 31, 2003 by
maturity date:


    Date                  Fixed                          Next
     of        Interest     or        Maturity           Call        Amount
   Advance       Rate    Variable       Date             Date    (in thousands)
-----------------------------------------------------------------------------
October   1998   4.30     Fixed    October   2008    January   2004     5,000
January   2001   4.55     Fixed    January   2011    January   2004     5,000
September 2001   3.80     Fixed    September 2011    September 2004     3,000
                                                                     --------
                                                                     $ 13,000
                                                                     ========

     At December 31, 2002, the Company had $15.00 million in advances from the
FHLB and had no other borrowings.  FHLB advances at December 31, 2002 was
comprised of the following:

    Date                  Fixed                          Next
     of        Interest     or        Maturity           Call        Amount
   Advance       Rate    Variable       Date             Date    (in thousands)
-----------------------------------------------------------------------------
March     2002   3.06%    Fixed    March     2003    Non callable    $  1,000
March     2002   3.58     Fixed    September 2003    Non callable       1,000
October   1998   4.30     Fixed    October   2008    January   2003     5,000
January   2001   4.55     Fixed    January   2011    January   2003     5,000
September 2001   3.80     Fixed    September 2011    September 2004     3,000
                                                                     --------
                                                                     $ 15,000
                                                                     ========

    The following table sets forth certain information regarding the Company's
borrowed funds at or for the periods ended on the dates indicated:



<TABLE>
<CAPTION>

                                                                   At or for the Year Ended:

                                          December 31, 2003            December 31, 2002              December 31, 2001
                                         -------------------          -------------------            ------------------
                                                                    (Dollars in thousands)

 <S>                                            <C>                         <C>                           <C>
 FHLB advances:
   Average balance outstanding                  $13,893                     $17,904                       $19,061
                                                =======                     =======                       =======
   Maximum amount outstanding at any
    month-end during the period                 $15,000                     $20,500                       $23,000
                                                =======                     =======                       =======
   Balance outstanding at end of period         $13,000                     $15,000                       $20,500
                                                =======                     =======                       =======
   Weighted average interest rate
    during the period                              4.28%                       4.53%                         4.87%
                                                =======                     =======                       =======
   Weighted average interest rate
    at end of period                               4.28%                       4.15%                         4.64%
                                                =======                     =======                       =======
</TABLE

Competition

     The Company faces significant competition both in making loans and in
attracting deposits.  The Company's competitors are the financial
institutions operating in its primary market area, many of which are
significantly larger and have greater financial resources than the Company.
The Company's competition for loans comes principally from commercial banks,
savings and loan associations, mortgage banking companies, credit unions and
insurance companies.  Its most direct competition for deposits has
historically come from savings and loan associations and commercial banks.
In addition, the Company faces increasing competition for deposits from
nonbank institutions such as brokerage firms and insurance companies in such
areas as short-term money market funds, corporate and government securities
funds, mutual funds and annuities.  Competition may also increase as a result
of the lifting of restrictions on the interstate operations of financial
institutions.

     The Company serves its market area with a variety of residential loan
products and other retail financial services.  Management considers the
Company's reputation for financial strength and competitive deposit and loan
products as its major competitive advantage in attracting and retaining
customers in its market area.

Personnel

     As of December 31, 2003, the Company, including the Bank and PASC, had
66 full-time employees and 29 part-time employees.  The employees are not
represented by a collective bargaining unit, and the Company considers its
relationship with its employees to be good.

                  INFORMATION REGARDING SUBSIDIARY ACTIVITIES

Description of Business

     The Bank operates a wholly owned subsidiary, Park Avenue Service
Corporation ("PASC").  PASC operates the GTPS Insurance Agency ("Agency")
which offers a variety of insurance products, including life, health,
automobile, and property and casualty insurance.  Prior to October 1, 2003,
PASC also offered full service brokerage activities through UMB Scout
Brokerage Services, Inc., ("UMB") a subsidiary of United Missouri Bank.
Effective October 1, 2003, the contract between PASC and UMB was terminated
and a new contract was entered into between the Bank and UMB.  All brokerage
activities are now being conducted through the Bank.  The revenue generated
by PASC is dependent upon maintaining relationships with the current
insurance providers.  As of December 31, 2003 and 2002, PASC had total assets
of $1.73 million and $1.27 million, respectively.  For the year ended
December 31, 2003, PASC had total revenues of $1,701,000 which was 14.5% of
total consolidated revenues (prior to the elimination on a consolidated basis
of inter-company transactions) and net income of $200,000, which was 13.6% of
total consolidated net income.  For the year ended December 31, 2002, PASC
had total revenues of $1,529,000 which was 11.2% of total consolidated
revenues (prior to the elimination on a consolidated basis of inter-company
transactions) and net income of $186,000, which was 9.8% of total
consolidated net income.



Competition

     The Agency mainly competes with several locally owned insurance agencies
and also with branches and agents of national insurance companies.
Competition for insurance business is based mainly on quality of services,
including handling of claims, premiums quoted and the availability of a broad
range of products from a variety of insurance companies.


                         REGULATION AND SUPERVISION

General

     As a savings and loan holding company, the Company is required by
federal law to report to, and otherwise comply with the rules and regulations
of, the OTS.  The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and the FDIC, as
the deposit insurer.  The Bank is a member of the FHLB System and, with
respect to deposit insurance, of the Savings Association Insurance Fund
("SAIF") managed by the FDIC.  The Bank must file reports with the OTS and
the FDIC concerning its activities and financial condition in addition to
obtaining regulatory approvals prior to entering into certain transactions
such as mergers with, or acquisitions of, other savings institutions.  The
OTS and/or the FDIC conduct periodic examinations to test the Bank's safety
and soundness and compliance with various regulatory requirements.  This
regulation and supervision establishes a comprehensive framework of
activities in which an institution can engage and is intended primarily for
the protection of the insurance fund and depositors.  The regulatory
structure also gives the regulatory authorities extensive discretion in
connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes.
Any change in such regulatory requirements and policies, whether by the OTS,
the FDIC or Congress, could have a material adverse impact on the Company,
the Bank and their operations. Certain regulatory requirements applicable to
the Bank and to the Company are referred to below or elsewhere herein.  The
description of statutory provisions and regulations applicable to savings
institutions and their holding companies set forth below does not purport to
be a complete description of such statutes and regulations and their effects
on the Bank and the Company.

Holding Company Regulation

     The Company is a nondiversified unitary savings and loan holding company
within the meaning of federal law.  Under prior law, a unitary savings and
loan holding company, such as the Company, was not generally restricted as to
the types of business activities in which it may engage, provided that the
Bank continued to be a qualified thrift lender.  See "Federal Savings
Institution Regulation - QTL Test."  The Gramm-Leach-Bliley Act of 1999
provides that no company may acquire control of a savings institution after
May 4, 1999 unless it engages only in the financial activities permitted for
financial holding companies under the law or for multiple savings and loan
holding companies as described below.  Further, the Gramm-Leach-Bliley Act
specifies that existing savings and loan holding companies may only engage in
such activities.  The Gramm-Leach-Bliley Act, however, grandfathered the
unrestricted authority for activities with respect to unitary savings and
loan holding companies existing prior to May 4, 1999, so long as the holding
company's savings institution subsidiary continues to comply with the QTL
Test. The Company does qualify for the grandfathering.  Upon any non-
supervisory acquisition by the Company of another savings institution or
savings bank that meets the qualified thrift lender test and is deemed to be
a savings institution by the OTS, the Company would become a multiple savings
and loan holding company (if the acquired institution is held as a separate
subsidiary) and would generally be limited to activities permissible for bank
holding companies under Section 4(c)(8) of the Bank Holding Company Act,
subject to the prior approval of the OTS, and certain activities authorized
by OTS regulation.  However, the OTS has issued an interpretation concluding
that multiple savings and loan holding companies may also engage in
activities permitted for financial holding companies.

     A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written
approval of the OTS and from acquiring or retaining control of a depository
institution that is not insured by the FDIC.  In evaluating applications by
holding companies to acquire savings institutions, the OTS considers the
financial and managerial resources and future prospects of the Company and
institution involved, the effect of the acquisition on the risk to the
deposit insurance funds, the convenience and needs of the community and
competitive factors.

     The OTS may not approve any acquisition that would result in a multiple
savings and loan holding company controlling savings institutions in more
than one state, subject to two exceptions:  (i) the approval of interstate
supervisory acquisitions by savings and loan holding companies and (ii) the
acquisition of a savings institution in another state if the laws of the
state of the target savings institution specifically permit such
acquisitions.  The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.

     Although savings and loan holding companies are not currently subject to
specific capital requirements or specific restrictions on the payment of
dividends or other capital distributions, federal regulations do prescribe
such restrictions on subsidiary savings institutions as described below.  The
Bank must notify the OTS thirty (30) days before declaring any dividend to
the Company.  In addition, the financial impact of a holding company on its
subsidiary institution is a matter that is evaluated by the OTS and the
agency has authority to order cessation of activities or divestiture of
subsidiaries deemed to pose a threat to the safety and soundness of the
institution.

     Acquisition of the Company.  Under the Federal Change in Bank Control
Act, a notice must be submitted to the OTS if any person (including a
company), or group acting in concert, seeks to acquire "control" of a savings
and loan holding company.  Under certain circumstances, a change of control
may occur, and prior notice is required, upon the acquisition of 10% or more
of the Company's outstanding voting stock, unless the OTS has found that the
acquisition will not result in a change of control of the Company.  Under the
Change in Bank Control Act, the OTS has sixty (60) days from the filing of a
complete notice to act, taking into consideration certain factors, including
the financial and managerial resources of the acquirer and the anti-trust
effects of the acquisition.  Any company that acquires control would then be
subject to regulation as a savings and loan holding company.


Federal Savings Institution Regulation

     Business Activities.  The activities of federal savings banks are
governed by federal law and regulations.  These laws and regulations
delineate the nature and extent of the activities in which federal savings
banks may engage.  In particular, certain lending authority for federal
savings banks, e.g., commercial, non-residential real property loans and
consumer loans, is limited to a specified percentage of the institution's
capital or assets.

     Capital Requirements.  The OTS capital regulations require savings
institutions to meet three minimum capital standards:  a 1.5% tangible
capital to total assets ratio, a 4% leverage ratio (3% for institutions
receiving the highest rating on the CAMELS examination rating system) and an
8% risk-based capital ratio.  In addition, the prompt corrective action
standards discussed below also establish, in effect, a minimum 2% tangible
capital standard, a 4% leverage ratio (3% for institutions receiving the
highest rating on the CAMELS system) and, together with the risk-based
capital standard itself, a 4% Tier 1 risk-based capital standard.  The OTS
regulations also require that, in meeting the tangible, leverage and risk-
based capital standards, institutions must generally deduct investments in
and loans to subsidiaries engaged in activities as principal that are not
permissible for a national bank.

     The risk-based capital standard for savings institutions requires the
maintenance of Tier 1 (core) and total capital (which is defined as core
capital and supplementary capital) to risk-weighted assets of at least 4% and
8%, respectively.  In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet assets, recourse obligations,
residual interests and direct credit substitutes, are multiplied by a risk-
weight factor of 0% to 100%, and assigned by the OTS capital regulation based
on the risks believed inherent in the type of asset.  Core (Tier 1) capital
is defined as common stockholders' equity (including retained earnings),
certain noncumulative perpetual preferred stock and related surplus, and
minority interests in equity accounts of consolidated subsidiaries less
intangibles other than certain mortgage servicing rights and credit card
relationships.  The components of supplementary capital currently include
cumulative preferred stock, long-term perpetual preferred stock, mandatory
convertible securities, subordinated debt and intermediate preferred stock,
the allowance for loan and lease losses limited to a maximum of 1.25% of
risk-weighted assets and up to 45% of unrealized gains on available-for-sale
equity securities with readily determinable fair market values.  Overall, the
amount of supplementary capital included as part of total capital cannot
exceed 100% of core capital.

     The OTS also has authority to establish individual minimum capital
requirements in appropriate cases upon a determination that an institution's
capital level is or may become inadequate in light of the particular
circumstances.  At December 31, 2003, the Bank met each of its capital
requirements.

	     The following table presents the Bank's capital position at December 31,
2003:

                                                               Capital
                                            Excess      ---------------------
                   Actual     Required   (Deficiency)     Actual     Required
                   Capital     Capital      Amount       Percent      Percent
-----------------------------------------------------------------------------
                           (dollars in thousands)

Tangible          $ 11,735     $ 2,312      $ 9,423        7.6%        1.5%
Core (leverage)     11,735       4,623        7,112        7.6         3.0
Risk-based          12,813       6,899        5,914       14.9         8.0


     Prompt Corrective Regulatory Action.  The OTS is required to take
certain supervisory actions against undercapitalized institutions, the
severity of which depends upon the institution's degree of
undercapitalization.  Generally, a savings institution that has a ratio of
total capital to risk weighted assets of less than 8%, a ratio of Tier 1
(core) capital to risk-weighted assets of less than 4% or a ratio of core
capital to total assets of less than 4% (3% or less for institutions with the
highest examination rating) is considered to be "undercapitalized."  A
savings institution that has a total risk-based capital ratio less than 6%, a
Tier 1 capital ratio of less than 3% or a leverage ratio that is less than 3%
is considered to be "significantly undercapitalized" and a savings
institution that has a tangible capital to assets ratio equal to or less than
2% is deemed to be "critically undercapitalized."  Subject to a narrow
exception, the OTS is required to appoint a receiver or conservator within
specified time frames for an institution that is "critically
undercapitalized."  The regulation also provides that a capital restoration
plan must be filed with the OTS within forty-five (45) days of the date a
savings institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized."
Compliance with the plan must be guaranteed by any parent holding company.
In addition, numerous mandatory supervisory actions become immediately
applicable to an undercapitalized institution, including, but not limited to,
increased monitoring by regulators and restrictions on growth, capital
distributions and expansion.  The OTS could also take any one of a number of
discretionary supervisory actions, including the issuance of a capital
directive and the replacement of senior executive officers and directors.

     Insurance of Deposit Accounts.  The Bank is a member of the SAIF.  The
FDIC maintains a risk-based assessment system by which institutions are
assigned to one of three categories based on their capitalization and one of
three subcategories based on examination ratings and other supervisory
information.  An institution's assessment rate depends upon the categories to
which it is assigned.  Assessment rates for SAIF member institutions are
determined semi-annually by the FDIC and currently range from zero basis
points for the healthiest institutions to 27 basis points of assessable
deposits for the riskiest.

     In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation to recapitalize the predecessor to the SAIF.  During fiscal 2003,
Financing Corporation payments for SAIF members approximated 1.60 basis
points of assessable deposits.

     The Bank's assessment rate for the fiscal year 2003 was 1.61 basis
points and the total assessment paid for this period (including the FICO
assessment) was $21,000.  The FDIC has authority to increase insurance
assessments.  A significant increase in SAIF insurance premiums would likely
have an adverse effect on the operating expenses and results of operations of
the Bank.  Management cannot predict what insurance assessment rates will be
in the future.

     Insurance of deposits may be terminated by the FDIC upon a finding that
the institution has engaged in unsafe or unsound practices, is in an unsafe
or unsound condition to continue operations or has violated any applicable
law, regulation, rule, order or condition imposed by the FDIC or the OTS.
The management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

     Loans to One Borrower.  Federal law provides that savings institutions
are generally subject to the limits on loans to one borrower applicable to
national banks.  A savings institution may not make a loan or extend credit
to a single or related group of borrowers in excess of 15% of its unimpaired
capital and surplus.  An additional amount may be lent, equal to 10% of
unimpaired capital and surplus, if secured by specified readily-marketable
collateral.  At December 31, 2003, the Bank's limit on loans to one borrower
was $1.87 million, and the Bank's largest aggregate outstanding balance of
loans to one borrower was $3.16 million.

     QTL Test.  Federal law requires savings institutions to meet a qualified
thrift lender test.  Under the test, a savings association is required to
either qualify as a "domestic building and loan association" under the
Internal Revenue Code or maintain at least 65% of its "portfolio assets"
(total assets less: (i) specified liquid assets up to 20% of total assets;
(ii) intangibles, including goodwill; and (iii) the value of property used to
conduct business) in certain "qualified thrift investments" (primarily
residential mortgages and related investments, including certain mortgage-
backed securities) in at least nine (9) months out of each twelve (12) month
period.

     A savings institution that fails the qualified thrift lender test is
subject to certain operating restrictions and may be required to convert to a
bank charter.  As of December 31, 2003, the Bank maintained 77.3% of its
portfolio assets in qualified thrift investments and, therefore, met the
qualified thrift lender test.  Recent legislation has expanded the extent to
which education loans, credit card loans and small business loans may be
considered "qualified thrift investments."

     Limitation on Capital Distributions.  OTS regulations impose limitations
upon all capital distributions by a savings institution, including cash
dividends, payments to repurchase its shares and payments to shareholders of
another institution in a cash-out merger.  Under the regulations, an
application to and the prior approval of the OTS is required prior to any
capital distribution if the institution does not meet the criteria for
"expedited treatment" of applications under OTS regulations (i.e., generally,
examination and Community Reinvestment Act ratings in the two top
categories), the total capital distributions for the calendar year exceed net
income for that year plus the amount of retained net income for the preceding
two years, the institution would be undercapitalized following the
distribution or the distribution would otherwise be contrary to a statute,
regulation or agreement with the OTS.  If an application is not required, the
institution must still provide prior notice to the OTS of the capital
distribution if, like the Bank, it is a subsidiary of a holding company.  In
the event the Bank's capital fell below its regulatory requirements or the
OTS notified it that it was in need of increased supervision, the Bank's
ability to make capital distributions could be restricted.  In addition, the
OTS could prohibit a proposed capital distribution by any institution, which
would otherwise be permitted by the regulation, if the OTS determines that
such distribution would constitute an unsafe or unsound practice.

     Assessments.  Savings institutions are required to pay assessments to
the OTS to fund the agency's operations.  The general assessments, paid on a
semi-annual basis, are computed upon the savings institution's total assets,
including consolidated subsidiaries, as reported in the Bank's latest
quarterly thrift financial report.  The assessments paid by the Bank for the
fiscal year ended December 31, 2003 totaled $47,000.

     Transactions with Related Parties.  The Bank's authority to engage in
transactions with "affiliates" (e.g., any company that controls or is under
common control with an institution, including the Company and its non-savings
institution subsidiaries) is limited by federal law.  The aggregate amount of
covered transactions with any individual affiliate is limited to 10% of the
capital and surplus of the savings institution.  The aggregate amount of
covered transactions with all affiliates is limited to 20% of the savings
institution's capital and surplus.  Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type described in
federal law.  The purchase of low quality assets from affiliates is generally
prohibited.  The transactions with affiliates must be on terms and under
circumstances that are at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies.  In addition, savings institutions are prohibited from lending to
any affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings institution may purchase the securities of
any affiliate other than a subsidiary.

     The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company
to its executive officers and directors.  However, that act contains a
specific exception for loans by the Bank to its executive officers and
directors in compliance with federal banking laws.  Under such laws, the
Bank's authority to extend credit to executive officers, directors and 10%
shareholders ("insiders"), as well as entities such persons' control, is
limited.  The law limits both the individual and aggregate amount of loans
the Bank may make to insiders based, in part, on the Bank's capital position
and requires certain board approval procedures to be followed.  Such loans
are required to be made on terms substantially the same as those offered to
unaffiliated individuals and not involve more than the normal risk of
repayment.  There is an exception for loans made pursuant to a benefit or
compensation program that is widely available to all employees of the
institution and does not give preference to insiders over other employees.

     Enforcement.  The OTS has primary enforcement responsibility over
savings institutions and has the authority to bring actions against the
institution and all institution-affiliated parties, including stockholders,
and any attorneys, appraisers and accountants who knowingly or recklessly
participate in wrongful action likely to have an adverse effect on an insured
institution.  Formal enforcement action may range from the issuance of a
capital directive or cease and desist order to removal of officers and/or
directors to institution of receivership, conservatorship or termination of
deposit insurance.  Civil penalties cover a wide range of violations and can
amount to $25,000 per day, or even $1 million per day in especially egregious
cases.  The FDIC has the authority to recommend to the Director of the OTS
that enforcement action be taken with respect to a particular savings
institution.  If action is not taken by the Director, the FDIC has authority
to take such action under certain circumstances.  Federal law also
establishes criminal penalties for certain violations.

     Standards for Safety and Soundness. The federal banking agencies have
adopted Interagency Guidelines prescribing Standards for Safety and
Soundness.  The guidelines set forth the safety and soundness standards that
the federal banking agencies use to identify and address problems at insured
depository institutions before capital becomes impaired.  If the OTS
determines that a savings institution fails to meet any standard prescribed
by the guidelines, the OTS may require the institution to submit an
acceptable plan to achieve compliance with the standard.

FHLB System

     The Bank is a member of the FHLB System, which consists of (12) regional
FHLBs.  The FHLB provides a central credit facility primarily for member
institutions.  The Bank, as a member of the FHLB, is required to acquire and
hold shares of capital stock in that FHLB in an amount at least equal to 1.0%
of the aggregate principal amount of its unpaid residential mortgage loans
and similar obligations at the beginning of each year, or 1/20 of its
advances (borrowings) from the FHLB, whichever is greater.  The Bank was in
compliance with this requirement with an investment in FHLB stock at December
31, 2003 of $1.32 million.

     The FHLBs are required to provide funds for the resolution of insolvent
thrifts in the late 1980s and to contribute funds for affordable housing
programs.  These requirements could reduce the amount of dividends that the
FHLBs pay to their members and could also result in the FHLBs imposing a
higher rate of interest on advances to their members.  If dividends were
reduced, or interest on future FHLB advances increased, the Bank's net
interest income would likely also be reduced.

Federal Reserve System

     The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily Negotiable Order of Withdrawal (NOW) and regular checking
accounts).  The regulations generally provide that reserves be maintained
against aggregate transaction accounts as follows:  a 3% reserve ratio is
assessed on net transaction accounts up to and including $45.4 million; a 10%
reserve ratio is applied above $45.4 million.  The first $6.6 million of
otherwise reservable balances (subject to adjustments by the Federal Reserve
Board) are exempted from the reserve requirements.  The amounts are adjusted
annually.  The Bank complies with the foregoing requirements.

                       FEDERAL AND STATE TAXATION

Federal Taxation

     General.  The Company and the Bank report their income on a calendar
year, consolidated basis and use the accrual method of accounting, and are
subject to federal income taxation in the same manner as other corporations
with some exceptions, including particularly the Bank's reserve for bad debts
discussed below.  The following discussion of tax matters is intended only as
a summary and does not purport to be a comprehensive description of the tax
rules applicable to the Bank or the Company.  Neither the Company or the Bank
have been audited by the IRS during the last seven years, which covered the
tax years 1997-2003.  For its 2003 taxable year, the Company and the Bank are
subject to a maximum federal income tax rate of 39%.

     Bad Debt Reserves.  For fiscal years beginning prior to December 31,
1995, thrift institutions which qualified under certain definitional tests
and other conditions of the Internal Revenue Code of 1986 (the "Code") were
permitted to use certain favorable provisions to calculate their deductions
from taxable income for annual additions to their bad debt reserve.  A
reserve could be established for bad debts on qualifying real property loans
(generally secured by interests in real property improved or to be improved)
under (i) the Percentage of Taxable Income Method (the "PTI Method") or (ii)
the Experience Method.  The reserve for nonqualifying loans was computed
using the Experience Method.

     The Small Business Job Protection Act of 1996 (the "1996 Act"), which
was enacted on August 20, 1996, repealed the reserve method of accounting for
bad debts for tax years beginning after 1995 and requires savings
institutions to recapture (i.e., take into income) certain portions of their
accumulated bad debt reserves.  Thrift institutions eligible to be treated as
"small banks" (assets of $500 million or less) are allowed to use the
Experience Method applicable to such institutions, while thrift institutions
that are treated as large banks (assets exceeding $500 million) are required
to use only the specific charge-off method.  Thus, the PTI Method of
accounting for bad debts is no longer available for any financial
institution.

     A thrift institution required to change its method of computing reserves
for bad debts will treat such change as a change in method of accounting,
initiated by the taxpayer, and having been made with the consent of the IRS.
Any Section 481(a) adjustment required to be taken into income with respect
to such change generally will be taken into income ratably over a six-taxable
year period, beginning with the first taxable year beginning after 1995,
subject to a 2-year suspension if the "residential loan requirement" is
satisfied.

     Under the residential loan requirement provision, the recapture required
by the 1996 Act will be suspended for each of two successive taxable years,
beginning with the Bank's 1996 taxable year, in which the Bank originates a
minimum of certain residential loans based upon the average of the principal
amounts of such loans made by the Bank during its six taxable years preceding
its current taxable year.

     The Bank is required to recapture (i.e., take into income) over a six
year period the excess of the balance of its tax bad debt reserves as of
December 31, 1995, other than its supplemental reserve for losses on loans
over the balance of such reserves as of September 30, 1988.  As a result of
such recapture, the Bank incurred an additional tax liability of
approximately $125,000 which was taken into income beginning in 1998 over a
six year period.

     Distributions.  Under the 1996 Act, if the Bank makes "non-dividend
distributions" to the Company, such distributions will be considered to have
been made from the Bank's unrecaptured tax bad debt reserves (including the
balance of its reserves as of December 31, 1987) to the extent thereof, and
then from the Bank's supplemental reserve for losses on loans, to the extent
thereof, and an amount based on the amount distributed (but not in excess of
the amount of such reserves) will be included in the Bank's income.  Non-
dividend distributions include distributions in excess of the Bank's current
and accumulated earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and distributions in partial
or complete liquidation.  Dividends paid out of the Bank's current or
accumulated earnings and profits will not be so included in the Bank's
income.

     The amount of additional taxable income triggered by a non-dividend is
an amount that, when reduced by the tax attributable to the income, is equal
to the amount of the distribution.  Thus, if the Bank makes a non-dividend
distribution to the Company, approximately one and one-half times the amount
of such distribution (but not in excess of the amount of such reserves) would
be includable in income for federal income tax purposes, assuming a 35%
federal corporate income tax rate.  The Bank does not intend to pay dividends
that would result in a recapture of any portion of its bad debt reserves.

     SAIF Recapitalization Assessment.  The Funds Act levied a 65.7-cent fee
on every $100 of thrift deposits held on March 31, 1995.  For financial
statement purposes, this assessment was reported as an expense for the
quarter ended September 30, 1996.  The Funds Act includes a provision which
states that the amount of any special assessment paid to capitalize SAIF
under this legislation is deductible under Section 162 of the Code in the
year of payment.

State and Local Taxation

     State of Illinois.  The Company files a consolidated Illinois income tax
return.  For Illinois income tax purposes, the Company is taxed at an
effective rate equal to 7.2% of Illinois Taxable Income.  For these purposes,
"Illinois Taxable Income" generally means federal taxable income, subject to
certain adjustments (including the addition of interest income on state and
municipal obligations and the exclusion of interest income on United States
Treasury obligations).  The exclusion of income on United State Treasury
obligations has the effect of reducing the Illinois taxable income of the
Bank.

     Delaware Taxation.  As a Delaware holding company not earning income in
Delaware, the Company is exempted from Delaware corporation income tax but is
required to file an annual report with and pay an annual franchise tax to the
State of Delaware.

                  EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information regarding the
executive officers of the Company and the Bank who are also not directors.
The following individuals are elected annually and hold office until their
successors have been elected and qualified or until they are removed or
replaced.

                   Age at
     Name         12/31/03                   Position
---------------- ----------    ---------------------------------------------
Jane F. Adams        47        Chief Financial Officer, Secretary, Treasurer
                               of Great American Bancorp, Inc. since April,
                               1995.  Senior Vice President - Finance,
                               Secretary, Treasurer of Bank since February,
                               1996.  Secretary, Treasurer of PASC since
                               April, 1995.

Mark D. Piper        40        Senior Vice President - Operations of Bank
                               since February 2002.  Prior thereto Vice
                               President - Operations of Bank since 1996.

Melinda K. Waller    45        Senior Vice President - Deposit Acquisitions
                               of Bank since February 1997.  Prior thereto
                               Vice President - Deposit Acquisitions of
                               Bank since 1991.

Paul D. Wilson       53        Senior Vice President - Lending of Bank since
                               November, 1995.

Item 2.   Description of Property.

     The Bank conducts its business through an administrative office located
in Champaign and two branch offices.  The Company believes that the Bank's
current facilities are adequate to meet the present and immediately foresee
able needs of the Bank and the Company.  The following table sets forth
certain information relating to the Bank's administrative and branch offices.




<TABLE>
<CAPTION>

                                                                                    Net Book Value
                                                                                    of Property or
                                                   Original                           Leasehold
                                       Leased        Date                          Improvements at
                                         or        Leased or     Date of Lease       December 31,
Location                                Owned      Acquired       Expiration             2003
                                       -------     ---------     -------------     ----------------
<S>                                    <C>         <C>             <C>               <C>
Administrative and Branch Office:
1311 South Neil Street
Champaign, Illinois                     owned     04/12/1993            --           $ 4,597,000

Branch Offices:

1912 West Springfield
Champaign, Illinois                    leased     12/01/1979        11/30/2019            83,000

301 West Springfield
Urbana, Illinois                        owned     01/27/1980            --               685,000
                                                                                     -----------
                                                                      Total          $ 5,365,000
                                                                                     ===========

</TABLE>




     The Bank presently owns electronic data processing equipment,
consisting of personal computers, printers, item processing and other
bank equipment with an  approximate net book value of $718,000.  The
Bank does not provide data  processing services for other financial
institutions.  The Bank currently uses an in-house system for its
primary computer application.  This system processes the majority of
banking transactions.

Item 3.   Legal Proceedings.

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

Item 4.   Submission of Matters to a Vote of Security Holders.

     During the quarter ended December 31, 2003, no matters were
submitted to   vote of security holders through a solicitation of
proxies or otherwise.

                            PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

     Information relating to the market for Registrant's common stock
and related stockholder matters appears under "Shareholder Information"
in the 2003 Annual Report to Stockholders on pages 59 through 60 and is
incorporated herein by reference.

     The following table provides information regarding stock options
granted to directors and key officers under the 1995 Great American
Bancorp, Inc. Incentive Plan ("Incentive Plan") as of December 31,
2003.  The Incentive Plan was approved by shareholders at the Company's
annual meeting of stockholders held on February 14, 1996.

<TABLE>
<CAPTION>
                            Equity Compensation Plan Information


                            Number of securities         Weighted-average
                                 to be issued upon           exercise price of       Number of securities
                              exercise of outstanding       outstanding options,      remaining available
     Plan Category          options, warrants and rights    warrants and rights       for future issuance
     -------------          ----------------------------    -------------------      --------------------
<S>                                  <C>                            <C>                    <C>

                                       (a)                           (b)                    (c)

Equity compensation plans
approved by security holders         130,763                        $14.25                 23,574

Equity compensation plans not
approved by security holders              --                            --                     --
                                  -------                        ------                 ------
Total                                130,763                        $14.25                 23,574
                                     =======                        ======                 ======

</TABLE>


Item 6.   Management's Discussion and Analysis or Plan of Operation.

     The above captioned information appears under the caption "Management's
Discussion and Analysis" in the 2003 Annual Report to Stockholders on pages 2
to 30 and is incorporated herein by reference.

Item 7.   Financial Statements

     The Consolidated Financial Statements of Great American Bancorp, Inc.
and its subsidiary as of December 31, 2003 and 2002, together with the report
of BKD, LLP appears in the 2003 Annual Report to Stockholders on pages 31 to
58 and is incorporated herein by reference.

Item 8.   Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure

     BKD, LLP was previously the principal accountants for the Company.  On
March 8, 2004, the Audit/Compliance Committee of the Company (the
"Committee") determined not to engage BKD, LLP as the Company's independent
accountants for the fiscal year ending December 31, 2004.  In connection with
the audits of the two fiscal years ended December 31, 2003 and the subsequent
interim period through the date of termination, there were no disagreements
with BKD, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if
not resolved to their satisfaction would have caused them to make reference
to the subject matters of the disagreements in connection with their report.
In addition, such financial statements contained no adverse opinion or a
disclaimer of opinion, and were not modified as to uncertainty, audit scope,
or accounting principles.

     On March 8, 2004, the Committee engaged McGladrey & Pullen, LLP as the
Company's principal accountants for the fiscal year ending December 31, 2004,
subject to completion of McGladrey & Pullen, LLP's normal due diligence
procedures.

                               PART III

Item 8A.  Controls and Procedures

     The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of
the Company's "disclosure controls and procedures," as such term is defined
in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"). Based upon their evaluation, the principal
executive officer and principal financial officer concluded that, as of the
end of the period covered by this report, the Company's disclosure controls
and procedures were effective for the purpose of ensuring that the
information required to be disclosed in the reports that the Company files or
submits under the Exchange Act with the Securities and Exchange Commission
(the "SEC") (1) is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and (2) is accumulated
and communicated to the Company's management, including its principal
executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure. In addition, based on that
evaluation, no change in the Company's internal control over financial
reporting occurred during the year ended December 31, 2003 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.

     The information required to be disclosed under Part III, Item 9 is
incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on April 27, 2004 at pages 6, 7,
10, 16 and 18-21 filed on March 26, 2004 with the SEC and Part I, Item 1
"Executive Officers of the Registrant."

     The Company has adopted a Code of Ethics and Business Conduct.  See the
Exhibits to this Annual Report on Form 10-KSB.

Item 10.  Executive Compensation

     The information relating to executive and director compensation is
incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on April 27, 2004 at pages 7 and 13
through 15, filed on March 26, 2004 with the SEC.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

     The information relating to security ownership of certain beneficial
owners and management is incorporated herein by reference to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders to be held on April
27, 2004 at pages 8 and 9, filed on March 26, 2004 with the SEC.

Item 12.  Certain Relationships and Related Transactions

     The information relating to certain relationships and related
transactions is incorporated herein by reference to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 27, 2004
at page 16, filed on March 26, 2004 with the SEC.

Item 13.  Exhibits and Reports on Form 8-K.

     (a)       The following documents are filed as a part of this report:

          (1)    Financial Statements

          Consolidated Financial Statements of the Company are incorporated
          by reference to the following indicated pages of the 2003 Annual
          Report to Stockholders.

          Independent Accountants' Report  . . . . . . . . . . . . . . . .31

          Consolidated Balance Sheets as of
          December 31, 2003 and 2002. . . . . . . . . . . . . . . . . . . 32

          Consolidated Statements of Income for the year
          ended December 31, 2003 and 2002  . . . . . . . . . . . . . . . 33

          Consolidated Statements of Stockholders' Equity for
          the year ended December 31, 2003 and 2002 . . . . . . . . . . . 34

          Consolidated Statements of Cash Flows for the year
          ended December 31, 2003 and 2002. . . . . . . . . . . . . . . . 35

          Notes to Consolidated Financial Statements  . . . . . . . . .36-58

          The remaining information appearing in the 2003 Annual Report to
          Stockholders is not deemed to be filed as part of this report,
          except as expressly provided herein.

          (2)   Schedules

          All schedules are omitted because they are not required or
          applicable, or the required information is shown in the
          consolidated financial statements or the notes thereto.

          (3) Exhibits

          The following exhibits are filed as part of this report:

         3.1   Certificate of Incorporation of Great American Bancorp,
                Inc.(1)
         3.2   Bylaws of Great American Bancorp, Inc.(1)
         4.0   Stock Certificate of Great American Bancorp, Inc.(1)
        10.1   First Federal Savings Bank of Champaign-Urbana Employee
               Stock Ownership Plan(1)
        10.2   Form of Employment Agreement between First Federal Savings
               Bank of Champaign-Urbana and George R. Rouse(1)
        10.3   Form of Employment Agreement between Great American Bancorp,
               Inc. and George R. Rouse(2)
        10.4   Great American Bancorp, Inc. 1995 Incentive Plan(3)
        10.5   Great American Bancorp, Inc. 1995 Incentive Plan(4)
               (as amended and restated as of January 13, 1997)
        13.0   2003 Annual Report to Stockholders (only portions
               incorporated by reference filed herewith)
        14.0   Code of Ethics and Business Conduct (filed herewith)
        16.0   Letter on change in certifying accountant(5)
        21.0   Subsidiary information is incorporated herein by reference
               to "Part I - Subsidiaries"
        23.0   Consent of Independent Accountants
        31.1   Rule 13a-14(a)/15d-14(a) Chief Executive Officer Certification
        31.2   Rule 13a-14(a)/15d-14(a) Chief Financial Officer Certification
        32.0   Section 1350 Certifications

__________________

           (1)   Incorporated herein by reference into this document from the
                 Exhibits to Form S-1, Registration Statement, as amended,
                 filed on March 24, 1995, Registration No. 33-90614.

           (2)   Incorporated herein by reference into this document from the
                 Registrant's Report on Form 10-QSB for the quarter ended
                 March 31, 2003.

           (3)   Incorporated herein by reference into this document from the
                 Registrant's Proxy Statement for the Annual Meeting of
                 Stockholders held on February 14, 1996 which was filed on
                 January 11, 1996 at Exhibit A.

           (4)   Incorporated herein by reference into this document from the
                 Registrant's Report on Form 10-KSB for the fiscal year ended
                 December 31, 1996.

           (5)   Incorporated herein by reference into this document from
                 the Registrant's Report on Form 8-K filed on March 15, 2004
                 for the event occurring on March 8, 2004.

     (b)    Reports on Form 8-K

            On October 14, 2003, the Registrant filed a Current Report on
            Form 8-K under Items 7 and 12, incorporating by reference a press
            release dated October 10, 2003, relating to the Company's
            unaudited results for the period ended September 30, 2003.

Item 14.  Principal Accountant Fees and Services

     The information relating to audit fees and related services is
incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on April 27, 2004 at pages 11 and
12, filed on March 26, 2004 with the SEC.




                                    SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                      GREAT AMERICAN BANCORP, INC.

Date:    March 23, 2004               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date:    March 23, 2004               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

Date:    March 23, 2004               /s/ Ronald E. Guenther
     -----------------------          -------------------------------
                                      Ronald E. Guenther
                                      Chairman of the Board
                                      of Directors

Date:
     -----------------------          -------------------------------
                                      Clinton C. Atkins, Director

Date:    March 23, 2004               /s/ Ronald Kiddoo
     -----------------------          ------------------------
                                      Ronald Kiddoo, Director

Date:    March 23, 2004               /s/ Jack B. Troxell
     -----------------------          -------------------------------
                                      Jack B. Troxell, Director

Date:    March 23, 2003               /s/ Jane F. Adams
     -----------------------          -------------------------------
                                      Jane F. Adams
                                      Chief Financial Officer,
                                      Secretary and Treasurer
                                      (Principal Senior Accounting
                                      and Financial Officer)







                    Exhibit 13.0   Annual Report to Shareholders

GREAT AMERICAN BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Table dollar amounts in thousands, except per share data)

    Great American Bancorp, Inc. (the "Company") is based in east central
Illinois and is the parent company of First Federal Savings Bank of
Champaign-Urbana (the "Bank").  The Company purchases loans from the Bank,
but otherwise conducts no significant business except through the Bank.  In
addition to traditional banking services, the Bank also provides securities
brokerage services through a third-party broker-dealer, UMB Scout Brokerage
Services, Inc., ("UMB"), a subsidiary of United Missouri Bank and engages in
the sale of tax deferred annuities.  Through its subsidiary, Park Avenue
Service Corporation ("PASC"), the Bank operates the GTPS Insurance Agency
("Agency") which provides insurance related products to customers.  The
Agency sells a variety of insurance products including life, health,
automobile, property and casualty insurance.  Prior to October 1, 2003, the
brokerage activities were conducted through PASC.  Effective October 1, 2003,
the contract between PASC and UMB was terminated and a new contract was
entered into between the Bank and UMB.  All brokerage activities are now
being conducted through the Bank.  Refer to Note 16 - "Business Industry
Segments" of the Notes to the Consolidated Financial Statements for financial
information relating to the Company's industry segments, including banking
services and insurance services.  All references to the Company include the
Bank and PASC, unless otherwise indicated.

Forward-Looking Statements

     In addition to historical information, this Annual Report may include
certain forward-looking statements based on current management expectations.
The Company's actual results could differ materially from those management
expectations.  Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or composition of the Bank's
loan and investment portfolios, changes in accounting principles, policies or
guidelines, and other economic, competitive, governmental and technological
factors affecting the Company's operations, markets, products, services and
prices.  Further description of the risks and uncertainties to the business
are included in detail in Item 1, "Business" of the Company's 2003 Form 10-
KSB.  The Company does not undertake - and specifically disclaims any
obligation - to publicly release the result of any revisions which may be
made to any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated
or unanticipated events.

     The following is a discussion of the Company's financial condition at
December 31, 2003 and 2002 and the results of the Company's operations for
the years ended December 31, 2003 and 2002.  The purpose of this discussion
is to focus on information about the Company's financial condition and
results of operation which is not otherwise apparent from the consolidated
financial statements.  The following discussion and analysis should be read
along with the consolidated financial statements and the related notes
included herein.

Overview

     Historically low market interest rates during 2003 and 2002 stimulated
significant refinancing activity in the Company's home mortgage loan
portfolio.  In order to reduce the interest rate risk associated with
retaining lower-yielding refinanced loans in the Company's loan portfolio,
the Company sold the majority of refinanced home mortgage loans during both
2003 and 2002.  The Company also sold the majority of new home mortgage loans
during both years.  During 2003 and 2002, the Company maintained most of the
excess cash generated from loan sales in short-term interest-bearing
deposits.  This transfer of assets between higher yielding loan products to
lower-rate, short-term deposits was a primary reason net income declined by
$434,000 in 2003.  At December 31, 2003, loans totaled $100.77 million, as
compared to $122.34 million at December 31, 2002.  Total cash and cash
equivalents were $44.06 million at December 31, 2003 compared to $32.33
million at December 31, 2002.

     During 2003, total interest-bearing deposits declined and the Company
also experienced a shift in deposits from higher-rate, longer-term
certificates of deposit to short-term demand accounts which had a positive
impact on earnings for 2003.  Generally, the Company's deposit costs decrease
more slowly than interest income from loans during a period of declining
market interest rates, so net interest income in 2003 was affected to a
greater extent by the decline in interest income.  Total interest-bearing
deposits were $113.66 million at December 31, 2003 compared to 118.89 million
at December 31, 2002.

     The Company continues to generate significant commission income from
insurance sales: $1.63 million in 2003 compared to $1.43 million in 2002.
Commission income growth in 2003 was primarily due to new commercial
customers and group life and health insurance customers.  Net gains on loan
sales also contributed significantly to earnings in 2003 and 2002.  Net gains
on loan sales were $648,000 in 2003 and $647,000 in 2002.

     Total noninterest expense increased $351,000 in 2003, primarily due to
increases in salaries and employee benefits, equipment expense and
amortization of mortgage servicing rights.

Results of Operations

General

     The Company recorded net income of $1,470,000 in 2003, which was
$434,000, or 22.8%, lower than the $1,904,000 reported for fiscal 2002.
Basic earnings per share decreased $0.35, or 15.3%, from $2.28 in 2002 to
$1.93 in 2003 and diluted earnings per share decreased $0.34, or 16.3%, from
$2.09 per share in 2002 to $1.75 in 2003.  Earnings per share were lower in
2003 due to the decline in net income.  However, a reduction in the average
number of shares outstanding due to common stock repurchased by the Company
during 2003 partially offset the decrease in earnings per share due to the
decline in net income.  The average number of shares outstanding, assuming
full dilution, decreased by 70,642 shares, from 911,482 shares for fiscal
2002 to 840,840 shares for fiscal 2003.

     The following table presents the return on equity, return on assets,
dividend payout ratio, and equity to assets ratio for the years ended
December 31, 2003 and 2002:

                                                      Year Ended December 31,
                                                        2003           2002
                                                     ------------------------
Return on assets (net income divided by
   average total assets)                                0.88%          1.15%
Return on equity (net income divided by
   average equity)                                      8.26%         10.17%
Dividend payout ratio (dividends declared per share
   divided by diluted earnings per share)              25.14%         21.05%
Equity to assets ratio (average equity divided by
   average total assets)                               10.70%         11.27%


     Net income was $434,000 lower in 2003 due to a decrease in net interest
income of $811,000 and an increase in noninterest expense of $351,000, offset
by a reduction in the provision for loan losses of $170,000, an increase in
noninterest income of $293,000 and a decrease in the provision for income tax
of $265,000.

     Net income from banking services was $1,242,000 for the year ended
December 31, 2003, a decrease of $441,000, or 26.2%, from the $1,683,000
recorded for the year ended December 31, 2002.  Net income from banking
services was lower in 2003 due to a decrease in net interest income of
$811,000 and an increase in noninterest expense of $187,000, offset by a
reduction in the provision for loan losses of $170,000, an increase in
noninterest income of $96,000 and a decrease in the provision for income tax
of $291,000.  Noninterest income from banking services was higher in 2003
mainly due to higher loan servicing fees and growth in other service charges
and fees, primarily fees generated from debit cards.  Noninterest expense
from banking services was higher in 2003 due to increases in salaries and
employee benefits, equipment expense, marketing expense, directors and
committee fees, and the amortization of mortgage servicing rights, offset by
a decrease in other expenses.

     Net income from insurance services increased $7,000, or 3.2%, from
$221,000 in 2002 to $228,000 in 2003.  Total insurance sales commission
income increased $201,000, or 14.1%, from $1,428,000 in 2002 to $1,629,000 in
2003, due mainly to growth in new commercial customers and group life and
health insurance customers.  Noninterest expenses related to insurance
services increased $174,000, from $1,091,000 in 2002 to $1,265,000 in 2003,
primarily salaries and benefits expense.  The provision for income tax
associated with insurance services increased $26,000 in 2003.

Net Interest Income

     Net interest income decreased $811,000, or 12.8%, from $6,359,000 in
2002 to $5,548,000 in 2003.  Net interest income declined mainly due to lower
interest income generated from loans, offset by a decrease in deposit
interest expense.

     Interest Income - Interest income was $8,429,000 in 2003, a decrease of
$2,174,000, or 20.5%, from the $10,603,000 reported in 2002.  Interest income
earned on loans totaled $7,861,000 in 2003, a decrease of $2,354,000, or
23.0%, from the $10,215,000 total for 2002.  Interest income from securities
decreased $34,000, from $108,000 in 2002 to $74,000 in 2003.  Dividends on
Federal Home Loan Bank ("FHLB") stock increased $16,000 in fiscal 2003, from
$63,000 in 2002 to $79,000 in 2003.  Interest income from deposits with
financial institutions and other institutions, which includes interest
generated from interest-bearing demand and term deposits held at the FHLB and
interest on balances maintained in the Federated Liquid Cash Trust fund
increased from $217,000 in 2002 to $415,000 in 2003.

     Loan interest income decreased in 2003 due to a reduction in average net
loans and a decrease in the average yield on loans, offset by an increase in
loan fee income.  The total average balance of net loans decreased from
$134.42 million in 2002 to $107.97 million in 2003, a decrease of $26.45
million, or 19.7%.  The following schedule compares average total loan
balances by major categories:

                                 Average     Average
                                 Balance     Balance              Percentage
                                   2003        2002      Change     Change
----------------------------------------------------------------------------
One-to-four-family
  mortgage loans                $ 48,058    $ 74,726   $(26,668)    (35.7)%
Multi-family mortgage loans       19,233      19,418       (185)     (1.0)
Commercial mortgage loans         14,618      15,791     (1,173)     (7.4)
Construction loans                 1,976       2,859       (883)    (30.9)
----------------------------------------------------------------------------
  Total real estate loans         83,885     112,794    (28,909)    (25.6)
Commercial loans                  10,718       9,451      1,267      13.4
Consumer loans                    14,555      13,310      1,245       9.4
----------------------------------------------------------------------------
  Total loans                    109,158     135,555    (26,397)    (19.5)
Allowance for loan losses         (1,188)     (1,138)       (50)      4.4
----------------------------------------------------------------------------
  Total loans, net              $107,970    $134,417   $(26,447)    (19.7)%
============================================================================

     Average total loans declined in 2003 mainly due to the $26.67 million
decrease in the average balance of total one-to-four-family mortgage loans.
The average balance of total one-to-four-family mortgage loans, which
includes mortgage loans held for sale, declined during 2003 primarily due to
loan sales and repayments exceeding new loans.  The majority of home loans
originated during 2003 were originated for sale to the secondary mortgage
market.  The Company began a program to sell home loans to the Federal
National Mortgage Association ("Fannie Mae") in July 2001 and continued this
program until October 2003.  The Company implemented this program in order to
reduce the Company's exposure to interest rate risk due to the decline in
home mortgage rates during 2001, 2002 and 2003.  The Company uses published
rates such as the Freddie Mac commitment rate in setting one-to-four-family
residential mortgage rates.  The 30-year Freddie Mac commitment rate averaged
6.54% in 2002, decreasing to an average of 5.83% in 2003.  The Company's 30-
year offering rate averaged 5.78% in 2003, down from 6.66% in 2002.  During
2003, one-to-four-family loans originated and sold totaled $30.83 million.

     The average balance of total commercial mortgage loans declined by $1.17
million in 2003 mainly due to one large loan payoff in July totaling $1.59
million.  The average balance of this loan declined by $740,000, from $1.62
million for 2002 to $880,000 for 2003.  Average total construction loans
decreased $883,000 in 2003 due mainly to one large commercial construction
project which was completed in May 2002.  The average balance of this
construction loan was $620,000 for 2002.  Average total commercial loans
increased $1.27 million in 2003 due primarily to one large commercial line of
credit which maintained a higher balance during 2003.  The average balance of
this loan increased $925,000, from $965,000 during 2002 to $1.89 million
during 2003.  Average total consumer loans grew by $1.25 million from 2002 to
2003, mainly due to new revolving home equity loans.  During 2003, the
Company continued to actively promote revolving home equity loans.  The
interest rate on revolving home equity loans floats daily with the prime
lending rate.  Total average home equity loans increased from $3.19 million
in 2002 to $5.11 million in 2003, an increase of $1.92 million.  Average
total fixed rate secured consumer loans declined $670,000 in 2003.

     Loan fees, which are included in interest income on loans, increased
$88,000, or 32.2% from $273,000 in 2002 to $361,000 in 2003.  This increase
was mainly due to fees generated on higher volumes of one-to-four-family
residential loans and an increase in prepayment penalties assessed on
commercial and commercial mortgage loans paid off prior to maturity.

     The average yield on loans declined from 7.60% in 2002 to 7.28% in 2003.
This decline is mainly attributable to the overall decrease in market
interest rates during both 2002 and 2003.  During 2002, the Federal Open
Market Committee, or "FOMC", the governing body that establishes the Federal
funds rate and the discount rate, lowered these key interest rates 50 basis
points in November 2002 and an additional 25 basis points in June 2003.  The
prime rate, a key indicator used by the Company in establishing interest
rates charged to consumer and commercial customers, decreased from 4.75% on
January 1, 2002 to 4.25% in November 2002 and to 4.00% in June 2003.

     Average total securities were $1.30 million in 2003, a decrease of
$390,000, or 23.1%, from the average $1.69 million maintained during 2002.
This decline was the primary reason that interest income from securities
decreased $34,000, or 31.5%, from $108,000 in 2002 to $74,000 in 2003.
During 2003 and 2002, securities consisted of only mortgage-backed
securities.  Mortgage-backed securities held during 2002 were fixed-rate
securities acquired prior to January 1, 2002 and were classified as held-to-
maturity securities.  The Company did not purchase or sale any securities
during 2002.  In November 2003, the Company purchased adjustable-rate, 30-
year mortgage-backed securities totaling $4.19 million and classified these
new securities as available-for-sale securities.  The Company did not sell
any securities during 2003.  During 2003 and 2002, the Company received
principal repayments on mortgage-backed securities of $749,000 and $790,000,
respectively.  As of December 31, 2003, mortgage-backed securities totaled
$4.73 million with $4.20 million classified as available-for-sale and
$532,000 classified as held-to-maturity.  The $4.20 million available-for-
sale securities included $34,000 in unrealized appreciation at December 31,
2003.  Mortgage-backed securities classified as available-for-sale at
December 31, 2003 mature in 2033 and have a fixed rate for the first five
years of 4.28%, and then float annually thereafter.  Mortgage-backed
securities classified as held-to-maturity mature in a range of fifteen to
twenty-five years and have an average rate of 6.81%.  The weighted average
rate on securities decreased 0.71%, from 6.40% for 2002 to 5.69% in 2003,
primarily due to the purchase of the lower rate mortgage-backed securities in
November 2003.

     Dividend income on Federal Home Loan Bank ("FHLB") stock increased from
$63,000 in 2002 to $79,000 in 2003, due to an increase in FHLB stock and an
increase in the dividend rate.  FHLB stock increased from $1.23 million on
December 31, 2002 to $1.32 million on December 31, 2003.  The weighted
average rate on dividends from FHLB stock increased from 5.24% for 2002 to
6.18% for 2003.

     Interest income earned on deposits with financial institutions and other
increased from $217,000 in 2002 to $415,000 in 2003, due to an increase in
the average total balance of these deposits, offset by a decline in weighted
average yields.  Interest income earned on deposits with financial
institutions and other includes interest generated from interest-bearing
demand deposits, interest income on FHLB term deposits and Federated Liquid
Cash Trust fund interest.  The interest-bearing demand deposits maintained by
the Company during 2003 and 2002 were chiefly deposits used for short-term
cash needs and were primarily maintained at the FHLB.  During 2003, the
Company shifted excess overnight deposits to higher yielding FHLB term
deposits.  FHLB term deposits were all short-term deposits with maturities
generally less than one month.  The Federated Liquid Cash Trust is a money
market fund used for depositing funds that may be required in the short-term.

     The average total balances of interest-bearing demand deposits increased
$9.68 million, from $10.30 million in 2002 to $19.98 million in 2003.  The
average total balance of FHLB term deposits was $17.49 million in 2003.  The
Company did not maintain any FHLB term deposits during 2002.  The average
balance of the Federated Liquid Cash Trust fund was $4.34 million during
2003, slightly below the $4.46 million average balance in 2002.  The Company
transferred the balance held in the Federated Liquid Cash Trust fund to the
FHLB in November 2003.  The increases in the average balances of interest-
bearing demand and term deposits in 2003 were mainly due to proceeds
generated from loan sales.  The yield on average interest-bearing demand
deposits fell from 1.43% in 2002 to 0.97% in 2003, and the yield on the
Federal Liquid Cash Trust fund decreased from 1.57% in 2002 to 1.01% in 2003.
The average yield on FHLB term deposits was 1.02% in 2003.

     The average yield on interest-earning assets decreased from 6.97% in
2002 to 5.53% in 2003, due partly to the decline in market interest rates
during 2003.  The average yield on interest-earning assets also decreased in
2003 due to the shift in the mix of assets from loans to interest bearing-
demand and term deposits.

     Interest Expense - Interest expense decreased from $4,244,000 in 2002 to
$2,881,000 in 2003, a decrease of $1,363,000, or 32.1%.  Interest expense on
deposits decreased $1,142,000, or 33.6%, from $3,403,000 in 2002 to
$2,261,000 in 2003.  The majority of the decline in interest expense on
deposits occurred in interest expense on certificates of deposit.  Interest
expense on certificates of deposit was $1,780,000 in 2003, $908,000, or 33.8%
lower than the $2,688,000 recorded in 2002.  Interest expense on certificates
of deposit dropped in 2003 due to lower offering rates, a decline in total
average certificates of deposit and a shift in the mix of certificates away
from longer-term maturities to shorter-term, lower rate maturities.

     Interest expense on interest-bearing demand deposits was $234,000 lower
in 2003, due to a decline in deposit rates offset by higher average balances.
Interest expense on insured money market accounts ("IMMA"), savings deposits,
NOW and other deposits decreased from $715,000 in 2002 to $481,000 in 2003.
The average total balances of interest-bearing demand deposits increased
$9.71 million, or 18.7%, from $51.94 million in 2002 to $61.65 million in
2003.  This increase occurred mainly in the Company's Club Fed IMMA accounts,
Club Fed NOW accounts and savings deposits and was partly due to customers
transferring maturing certificates of deposit to short-term demand accounts.
Club Fed is an array of products and services provided to customers that
maintain required minimum balances.  Club Fed customers receive a higher
annual percentage yield on their IMMA deposits than non Club Fed customers.
The average total balance of Club Fed IMMA deposits increased $5.29 million,
from $12.52 million in 2002 to $17.81 million in 2003.  The average total
balance of Club Fed NOW deposits increased $1.44 million, from $9.14 million
in 2002 to $10.58 million in 2003.  The average total balance of savings
deposits increased $1.91 million, from $16.62 million in 2002 to $18.53
million in 2003.

     The following schedule compares average total deposit balances by major
categories.


                                   Average     Average
                                   Balance     Balance             Percentage
                                     2003        2002      Change    Change
-----------------------------------------------------------------------------
Insured money market deposits     $ 21,296    $ 15,952    $ 5,344      33.5%
Savings deposits                    18,529      16,617      1,912      11.5
NOW and other demand deposits       21,829      19,375      2,454      12.7
-----------------------------------------------------------------------------
  Total interest-bearing
    demand deposits                 61,654      51,944      9,710      18.7
-----------------------------------------------------------------------------
Certificates of deposits
  Three months or less                 653         619         34       5.5
  Over three through six months     18,997      17,265      1,732      10.0
  Over six through twelve months     7,307       8,585     (1,278)    (14.9)
  Over one through three years      20,681      26,889     (6,208)    (23.1)
  Over three through five years      3,830       4,900     (1,070)    (21.8)
  Over five through ten years        6,863       5,788      1,075      18.6
-----------------------------------------------------------------------------
  Total certificates of deposit     58,331      64,046     (5,715)     (8.9)
-----------------------------------------------------------------------------
  Total interest-bearing
    deposits                       119,985     115,990      3,995       3.4

Noninterest-bearing
  demand deposits                   12,422      11,197      1,225      10.9
-----------------------------------------------------------------------------
  Total deposits                  $132,407    $127,187    $ 5,220       4.1%
============================================================================

     Interest expense on FHLB advances decreased $216,000, or 26.6%, from
$811,000 in 2002 to $595,000 in 2003.  The Company decreased its level of
borrowings during 2003 due to liquidity being provided from other sources,
mainly from loan sales.  Total average FHLB advances declined $4.01 million,
or 22.4%, from $17.90 million in 2002 to $13.89 million in 2003.

     The average cost of interest-bearing liabilities decreased from 3.16% in
2002 to 2.14% in 2003, due primarily to the shift in deposits from
certificates of deposit to lower-rate interest-bearing demand deposits, and
because of the overall decline in deposit and FHLB advance interest rates.
The average cost of interest-bearing demand deposits, including IMMA, savings
and NOW accounts, declined from 1.38% in 2002 to 0.78% in 2003.  The average
cost of certificates of deposit fell from 4.20% in 2002 to 3.05% in 2003.
The average cost of FHLB advances was 4.53% in 2002 and 4.28% in 2003.

     Net interest income was $6,359,000 in 2002, an increase of $510,000, or
8.7%, from $5,849,000 recorded for 2001.  Interest income decreased
$1,104,000, or 9.4%, in 2002, from $11,707,000 in 2001 to $10,603,000 in
2002, primarily interest income from loans.  Interest expense decreased from
$5,858,000 in 2001 to $4,244,000 in 2002, a decrease of $1,614,000, or 27.6%,
due mainly to lower interest expense on deposits.

     Average Balance Sheet - The following table presents the average balance
sheets for the Company for the years ended December 31, 2003, 2002 and 2001,
the interest on interest-earning assets and interest-bearing liabilities and
the related average yield or cost.  The average balances are derived from
average daily balances.  The yields or cost are calculated by dividing income
or expense by the average balance of assets or liabilities, respectively, for
the years shown except where noted otherwise.  The yields and costs include
fees which are considered adjustments to yields.

<TABLE>
<CAPTION>
                                                      Consolidated Average Balance Sheet
                                                                      Period Ended
                                     -------------------------------------------------------------------------------------
                                         December 31, 2003             December 31, 2002          December 31, 2001
                                     --------------------------    --------------------------   --------------------------
                                                       Average                      Average                       Average
                                     Average            Yield/     Average            Yield/     Average            Yield/
                                     Balance  Interest   Cost      Balance  Interest   Cost      Balance  Interest   Cost
                                     -------  -------- -------     -------  --------  ------     -------  --------  ------
<S>                                <C>         <C>      <C>      <C>         <C>     <C>       <C>         <C>     <C>
Assets
 Interest-earning assets:
  Interest-bearing demand deposits $  19,977   $   193    0.97%  $  10,302   $   147   1.43%   $   3,741   $   121   3.23%
  Federal Home Loan Bank term
    deposits                          17,492       178    1.02          --        --     --           --        --     --
  Federated Liquid Cash Fund           4,338        44    1.01       4,463        70   1.57        2,127       100   4.70
  Investment securities, net (1)       1,301        74    5.69       1,688       108   6.40        4,278       283   6.62
  Loans, net (2)                     107,970     7,861    7.28     134,417    10,215   7.60      138,529    11,138   8.04
  Federal Home Loan Bank stock         1,279        79    6.18       1,202        63   5.24        1,006        65   6.46
                                  ----------------------------------------------------------------------------------------
   Total interest-earning assets     152,357     8,429    5.53%    152,072    10,603   6.97%     149,681    11,707   7.82%
Noninterest-earning assets            13,874                        14,115                        13,956
                                  ----------------------------------------------------------------------------------------
   Total assets                    $ 166,231                     $ 166,187                     $ 163,637
                                  ========================================================================================
Liabilities and Stockholders' Equity
 Interest-bearing liabilities:
  Insured money market deposits    $  21,296   $   280    1.31%  $  15,952   $   353   2.21%   $  10,949   $   349   3.19%
  Savings deposits                    18,529       102    0.55      16,617       167   1.00       14,133       278   1.97
  NOW and other demand deposits       21,829        99    0.45      19,375       195   1.01       16,545       227   1.37
  Certificates of deposit             58,331     1,780    3.05      64,046     2,688   4.20       70,984     4,041   5.69
                                  -------------------------------------------------------------------------------------
   Total deposits                    119,985     2,261    1.88     115,990     3,403   2.93      112,611     4,895   4.35
  Federal Home Loan Bank advances     13,893       595    4.28      17,904       811   4.53       19,061       929   4.87
  Other interest-bearing liabilities     634        25    3.94         609        30   4.93          613        34   5.55
                                  ----------------------------------------------------------------------------------------
   Total interest-bearing
     liabilities                     134,512     2,881    2.14%    134,503     4,244   3.16%     132,285     5,858   4.43%
 Noninterest-bearing liabilities      13,928                        12,962                        12,085
                                  ----------------------------------------------------------------------------------------
   Total liabilities                 148,440                       147,465                       144,370
 Stockholders' equity                 17,791                        18,722                        19,267
                                  ----------------------------------------------------------------------------------------
   Total liabilities and
     stockholders' equity          $ 166,231                     $ 166,187                     $ 163,637
                                  ========================================================================================
Net interest rate spread (3)                   $ 5,548    3.39%              $ 6,359   3.81%               $ 5,849   3.39%
                                  ========================================================================================
Net interest margin (4)                                   3.64%                        4.18%                         3.91%
                                  ========================================================================================
Ratio of interest-earning assets to
  interest-bearing liabilities                          113.27%                      113.06%                       113.15%
                                  ========================================================================================
</TABLE

Notes to Consolidated Average Balance Sheet:

      (1)  Includes securities available for sale and unamortized discounts
           and premiums.  Municipal securities are not on a tax equivalent
           basis as they are not considered material.
      (2)  Amount includes mortgage loans held for sale and is net of
           deferred loan fees, loan discounts and premiums, loans in process,
           allowance for loan losses and non-performing loans.  Average
           non-performing loans totaled $136,000, $285,000 and $284,000 for
           the years ended December 31, 2003, 2002 and 2001, respectively.
      (3)  Net interest rate spread represents the difference between the
           yield on average interest-earning assets and the cost of average
           interest-bearing liabilities.
      (4)  Net interest margin represents net interest income divided by
           average interest-earning assets.





     Rate/Volume Analysis - The following table presents the extent to which
changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Company's interest
income and expense during the periods indicated.  Information is provided in
each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate); (ii) changes attributable to
changes in rate (change in rate multiplied by prior volume); and (iii) the
net change.  The changes attributable to the combined impact of volume and
rate have been allocated proportionately to the changes due to volume and the
changes due to rate.


<TABLE>
<CAPTION>

                                              Year Ended                     Year Ended
                                           December 31, 2003              December 31, 2002
                                              Compared to                    Compared to
                                              Year Ended                     Year Ended
                                           December 31, 2002              December 31, 2001
                                      --------------------------     ---------------------------
                                           Increase                       Increase
                                          (Decrease)                     (Decrease)
                                            Due to                         Due to
                                      --------------------------     ---------------------------
                                       Volume     Rate      Net       Volume     Rate      Net
                                      --------------------------     ---------------------------
<S>                                    <C>     <C>       <C>         <C>       <C>      <C>
Interest-earning assets:
  Interest-bearing demand deposits    $   105   $  (59)  $   46      $  122    $  (96)  $    26
  Federal Home Loan Bank term deposits    178       --      178          --        --        --
  Federated Liquid Cash Fund               (2)     (24)     (26)         64       (94)      (30)
  Investment securities, net              (23)     (11)     (34)       (166)       (9)     (175)
  Loans, net                           (1,940)    (414)  (2,354)       (324)     (599)     (923)
  Federal Home Loan Bank stock              4       12       16          11       (13)       (2)
                                      ----------------------------------------------------------
    Total interest-earning assets      (1,678)    (496)  (2,174)       (293)     (811)   (1,104)
                                      ----------------------------------------------------------

Interest-bearing liabilities:
  Insured money market deposits            97     (170)     (73)        130      (126)        4
  Savings deposits                         17      (82)     (65)         43      (154)     (111)
  NOW and other demand deposits            22     (118)     (96)         35       (67)      (32)
  Certificates of deposit                (224)    (684)    (908)       (367)     (986)   (1,353)
  Federal Home Loan Bank advances        (174)     (42)    (216)        (55)      (63)     (118)
  Other interest-bearing
   liabilities                              1       (6)      (5)         --        (4)       (4)
                                      ----------------------------------------------------------
    Total interest-bearing
      liabilities                        (261)  (1,102)  (1,363)       (214)   (1,400)   (1,614)
                                      ----------------------------------------------------------
    Net change in net interest
      income                          $(1,417)  $  606   $ (811)     $  (79)   $  589   $   510
                                      ==========================================================
</TABLE>




Provision for Loan Losses

     The Company recorded no provision for loan losses for the year ended
December 31, 2003, compared to $170,000 recorded for the year ended December
31, 2002.  Management's analyses of the allowance for loan losses during
fiscal 2003 determined that no additional allocation to the allowance was
warranted, primarily due to a decrease in non-performing loans and a decrease
in total loans.  The higher provision in 2002 was based on the Company's
analysis of the loan portfolio and the adequacy of the allowance for loan
losses during 2002 and was primarily due to the Company increasing the
monthly provision for loan losses as a result of increased lending in
commercial and consumer loan categories.

     Management assesses the adequacy of the allowance for loan losses based
on evaluating known and inherent risks in the loan portfolio and upon
management's continuing analysis of the factors underlying the quality of the
loan portfolio.  In particular, management considers the level of non-
performing loans and potential problem loans.  While management believes
that, based on information currently available, the allowance for loan losses
is sufficient to cover losses inherent in its loan portfolio at this time, no
assurance can be given that the level of the allowance for loan losses will
be sufficient to cover future possible loan losses incurred by the Company or
that future adjustments to the allowance for loan losses will not be
necessary if economic and other conditions differ substantially from the
economic and other conditions used by management to determine the current
level of the allowance for loan losses.  Management may in the future
increase the level of the allowance for loan losses as a percentage of total
loans and non-performing loans in the event it increases the level of
commercial real estate, multifamily, or consumer lending as a percentage of
its total loan portfolio.  In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the allowance
for loan losses.  Such agencies may require the Company to provide additions
to the allowance based upon judgments different from management.

     Total loan charge-offs for 2003 were $4,000 compared to $34,000 in 2002.
The loan charge-offs recorded in 2003 were for two consumer loans.  The
charge-offs for 2002 included one commercial loan totaling $16,000 and two
consumer loans totaling $18,000.  The Company had net recoveries totaling
$2,000 for 2003 and net charge-offs of $22,000 for 2002.  While Company
management believes that the allowance for loan losses is sufficient based on
information currently available to it, no assurances can be made that future
events, conditions, or regulatory directives will not result in increased
provisions for loan losses or additions to the allowance for loan losses
which may adversely affect net income.

Noninterest Income

     Noninterest income totaled $3,339,000 in 2003, compared to $3,046,000 in
2002, an increase of $293,000, or 9.6%, primarily due to growth in insurance
sales commissions, loan servicing fees and other service charges and fees.

     Insurance sales commissions were $1,629,000 in 2003 compared to
$1,428,000 in 2002, an increase of $201,000, or 14.1%, primarily due to
commissions generated from new commercial customers and group life and health
insurance customers.  Loan servicing fees totaled $136,000 in 2003 compared
to $54,000 in 2002, an increase of $82,000, or 151.9%.  Loan servicing fees
increased as a result of growth in residential mortgage loans sold during
2003.  All loans sold by the Company during 2003 were sold with servicing
retained by the Company.  Residential mortgage loans serviced for others
increased from $30.68 million at December 31, 2002 to $45.22 million at
December 31, 2003.  Other service charges and fees increased $23,000, from
$212,000 for 2002 to $235,000 for 2003, mainly debit card income.  Debit card
fee income increased $28,000, or 68.3%, from $41,000 in fiscal 2002 to
$69,000 in fiscal 2003.  The Company first introduced debit cards in late
2001 and the growth in fees for 2003 reflects both increased usage by
customers and an increase in the number of customers issued debit cards.

Noninterest Expenses

     Total noninterest expenses increased from $6,142,000 in 2002 to
$6,493,000 in 2003, an increase of $351,000, or 5.7%, due primarily to
increases in salaries and employee benefits expense, equipment expenses,
printing and office supplies, directors and committee fees, and amortization
of mortgage servicing rights, offset by a decline in other expenses.

     Salaries and employee benefits expense was $3,677,000 in 2003, compared
to $3,448,000 in 2002, an increase of $229,000, or 6.6%.  The higher expense
for 2003 was due to normal salary raises, increases in health insurance
premiums, payroll taxes and retirement benefit expenses, and an increase in
staffing at the Agency.  Also, the Agency changed its method of compensating
some of the Agency's insurance producers from a salary basis to a commission
basis beginning in 2003.  This resulted in higher salary costs at the Agency
compared to 2002 amounts.  Total salaries and bonuses were $2,864,000 in 2003
compared to $2,698,000 in 2002, a difference of $166,000, or 6.2%.  Health
insurance expense increased $39,000 in 2003 due to rising premiums and
payroll taxes increased $19,000 due to the increase in total salaries and
bonuses.  In 2003, total expenses related to the Company's Employee Savings
and Stock Ownership plan or "KSOP" were $221,000 compared to $207,000 in
2002, an increase of $14,000.  The expenses for both years equal the total
cash contributions made by the Company to the plan.

     Equipment expenses increased $44,000 from $511,000 in 2002 to $555,000
in 2003, due primarily to installation expenses and increased depreciation
and maintenance for new personal computers and check processing equipment
purchased in 2003.  Printing and office supplies expense was $294,000 in 2003
compared to $283,000 in 2002, increasing $11,000 or 3.9%, mainly due to
higher postage costs and normal supplies expense.  Directors and committee
fees were $23,000 higher in 2003 as a result of an increase in the monthly
fees paid to directors beginning in August, 2002.  Amortization of mortgage
servicing rights increased $104,000, from $67,000 in 2002 to $171,000 in 2003
mainly due to the increase in residential loans serviced for others.  Other
expenses totaled $622,000 for 2003, a decrease of $54,000 from $676,000
recorded for 2002.  Total other expenses were lower in 2003 primarily due to
a reduction in checking account losses.  Checking account losses, net of
recoveries, were $61,000 lower in 2003 mainly due to two larger losses being
recorded in 2002, while one large recovery was recorded in 2003.

Income Tax Expense

     Total income tax expense was $924,000 in 2003, compared to $1,189,000 in
2002, a decrease of $265,000, or 22.3%.  The decrease is attributable to
lower taxable income in 2003.  The effective tax rates for the years ended
December 31, 2003 and 2002 were 38.6% and 38.4%, respectively.

Financial Condition

     Total consolidated assets of the Company decreased from $167.25 million
as of December 31, 2002 to $159.45 million as of December 31, 2003, a
decrease of $7.80 million, or 4.7%.  Assets declined primarily in loans,
mortgage loans held for sale and held-to-maturity securities, offset by an
increase in cash and cash equivalents and available-for-sale securities.

     Total assets associated with banking services decreased $7.66 million or
4.6%, from $167.59 million at December 31, 2002 to $159.93 million at
December 31, 2003, mainly due to a decline in net loans, offset by an
increase in cash and cash equivalents and total securities.  Net loans,
including mortgage loans held for sale, decreased $23.22 million, or 18.7%
from $123.99 million at December 31, 2002 to $100.77 million at December 31,
2003.  Cash and cash equivalents related to banking services increased by
$11.73 million, from $32.33 million at December 31, 2002 to $44.06 million at
December 31, 2003.  Total securities increased by $3.47 million, from $1.26
million at December 31, 2002 to $4.73 million at December 31, 2003.  Total
deposits related to banking services decreased $4.24 million in 2003, from
$131.84 million at December 31, 2002 to $127.60 million at December 31, 2003.
Total FHLB advances decreased $2.00 million in 2003 from $15.00 million at
December 31, 2002 to $13.00 million at December 31, 2003.

     Total assets related to insurance services, which are primarily cash and
cash equivalents and premiums receivable, increased from $1.27 million at
December 31, 2002 to $1.73 million at December 31, 2003.  Total liabilities
related to insurance services increased $258,000 from $204,000 at December
31, 2002 to $462,000 at December 31, 2003, due mainly to premiums due
insurance companies.

     Total consolidated cash and cash equivalents increased $11.73 million,
or 36.3%, from $32.33 million at December 31, 2002 to $44.06 million at
December 31, 2003, primarily the result of cash proceeds from mortgage loan
sales and loan repayments, offset by cash used to purchase securities, fund a
decline in deposits, repay FHLB advances and purchase treasury stock.

     Available-for-sale securities increased by $4.20 million in fiscal 2003
due to the Company purchasing mortgage-backed securities totaling $4.19
million in November 2003.  The Company had no available-for-sale securities
at December 31, 2002.  The securities purchased in 2003 are thirty-year
adjustable rate securities that have a fixed coupon rate of 4.28% for the
first five years with the rate adjusting annually thereafter.  During 2003,
the Company collected $19,000 in principal payments on available-for-sale
securities.  The balance of available-for-sale securities at December 31,
2003 includes the principal balance of $4.16 million plus unrealized
appreciation at December 31, 2003 totaling $34,000.

     Total held-to-maturity securities decreased $728,000, from $1.26 million
at December 31, 2002 to $532,000 at December 31, 2003.  During 2003, the only
held-to-maturity securities held by the Company were mortgage-backed
securities.  In 2003, the Company received $730,000 in principal repayments
on these securities.  At December 31, 2003, these mortgage-backed securities
had an average yield of 6.81%.  The final maturity for mortgage-backed
securities totaling $325,000 is in 2029, while the remaining $207,000 mature
in 2019.

     Until October 2003, the Company continued its program of selling one-to-
four-family fixed rate residential mortgage loans to Fannie Mae.  This
program began in July 2001, and was implemented in order to provide funding
for additional loans and also to reduce interest rate risk due to the decline
in home mortgage interest rates.  During 2002 and 2003, many homeowners
refinanced their home mortgage loans due to mortgage rates being at
historically low levels.  During 2003, the majority of new 15-year and 30
year fixed rate home mortgage loans were designated as held for sale.  In
2003, the Company sold $30.83 million in home mortgage loans to Fannie Mae,
generating proceeds of $33.01 million and recording gains of $648,000.  The
Company ended its program of selling loans to Fannie Mae in October 2003 due
to a significant decline in loans being refinanced and due to a small
increase in mortgage rates in the third quarter of 2003.  The Company had no
mortgage loans held for sale at December 31, 2003.  Mortgage loans held for
sale, which includes loans committed to be sold and loans which the Company
has designated as being held for sale, totaled $1.66 million at December 31,
2002.  At December 31, 2003 and 2002, residential mortgage loans serviced for
others totaled $45.22 million and $30.68 million, respectively.

     Total net loans decreased $21.57 million, or 17.6%, from $122.34 million
at December 31, 2002 to $100.77 million at December 31, 2003.  The following
schedule shows the balances by loan category at December 31 of each year,
along with the change and percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 2003          2002       Change     Change
-----------------------------------------------------------------------------
One-to-four-family
  mortgage loans              $  44,305    $  60,644     $(16,339)    (26.9)%
Multi-family mortgage loans      18,347       20,249       (1,902)     (9.4)
Commercial mortgage loans        10,749       16,092       (5,343)    (33.2)
Construction loans                2,125        2,077           48       2.3
-----------------------------------------------------------------------------
  Total real estate loans        75,526       99,062      (23,536)    (23.8)
Commercial loans                 12,022       10,063        1,959      19.5
Consumer loans                   14,414       14,399           15       0.1
-----------------------------------------------------------------------------
  Total loans                   101,962      123,524      (21,562)    (17.5)
Allowance for loan losses        (1,190)      (1,188)          (2)      0.2
-----------------------------------------------------------------------------
  Total loans, net            $ 100,772    $ 122,336     $(21,564)    (17.6)%
=============================================================================

     One-to-four-family mortgage loans, which are all loans held for
investment, decreased $16.34 million from December 31, 2002 to December 31,
2003 due to principal repayments exceeding loan originations.  The majority
of new one-to-four-family residential mortgage loans in 2003 were originated
for sale rather than for investment.  Multi-family mortgage loans declined
$1.90 million due mainly to the sale of $1.51 million in loans to one
borrower that were held by the holding company.  Commercial mortgage loans
declined $5.34 million from December 31, 2002 to December 31, 2003 mainly due
to two larger payoffs totaling $3.12 million, and several smaller loan
payoffs.

     Commercial loans grew by $1.96 million from December 31, 2002 to
December 31, 2003, due primarily to an increase in a line of credit for one
customer of $652,000, loans to one new borrower totaling $570,000, and
several smaller new loans to new and existing commercial customers.  Total
consumer loans only grew by $15,000 from December 31, 2002 to December 31,
2003, however revolving home equity loans grew by $1.18 million, while fixed
rate secured consumer loans declined by $1.13 million.  Total revolving home
equity loans increased from $4.47 million at December 31, 2002 to $5.65
million at December 31, 2003.  Fixed rate secured consumer loans declined
from $9.09 million at December 31, 2002 to $7.96 million at December 31,
2003.

     The allowance for loan losses increased from $1,188,000 at December 31,
2002 to $1,190,000 at December 31, 2003, due to net recoveries received in
2003 of $2,000.  The Company did not record any provision for loan losses
during 2003.  The allowance for loan losses is maintained to absorb loan
losses based on management's continuing review and evaluation of the loan
portfolio and its judgment as to the impact of economic conditions on the
portfolio.

     The Company's methodology for assessing the appropriateness of the
allowance for loan losses consists of two key elements: specific allowances
for identified problem loans and a "formula" allowance.

     Specific allowances are established in cases where management has
identified significant conditions or circumstances related to a credit that
management believes indicate the probability that a loss has been incurred.
The Company identifies loans which may require a specific allowance by
reviewing all delinquent loans, significant credits, problem loans as
identified by the Company's internal grading system, loans classified as
substandard, doubtful, loss, or special mention by the Company's internal
classification system, and other loans which management may have concerns
about collectibility, such as loans in a particular industry.  A significant
credit for purposes of analyzing loans for a specific allowance is defined as
loans in the aggregate to an individual borrower that exceed $500,000.  For
individually reviewed loans, a borrower's inability to service a credit
according to the contractual terms based on the borrower's cash flow and/or a
shortfall in collateral value would result in the recording of a specific
allowance.

     The formula allowance is calculated by applying risk factors to
outstanding loans, net of loans with a specific allowance, and certain unused
commitments, in each case based on the internal classification system of such
loans, or commitments.  For purposes of applying risk factors, the Company
groups loans with similar characteristics, such as loan type, past due status
or risk.  Changes in risk classifications of both performing and non-
performing loans affect the amount of the formula allowance.  Risk factors
are based on the Company's historical loss experience and industry averages
and may be adjusted for significant factors that, in management's judgment,
affect the collectibility of the portfolio as of the evaluation date.  These
significant factors may include changes in lending policies and procedures,
changes in existing general economic and business conditions affecting the
Company's key lending areas, credit quality trends, collateral value, loan
volumes and concentrations, seasoning of the loan portfolio, specific
industry conditions within portfolio segments, recent loss experience in
particular segments of the portfolio, duration of the current business cycle
and bank regulatory examination results.

     The following table sets forth the Company's allocation of the allowance
for loan losses by loan category and as a percentage of the total balance for
each specific loan category as of December 31, 2003 and 2002:

                                December 31, 2003         December 31, 2002
                              ---------------------     ---------------------
                              Balance    Percentage     Balance    Percentage
-----------------------------------------------------------------------------
One-to-four-family
  mortgage loans              $    64       0.14%       $   124       0.20%
Multi-family mortgage loans        26       0.14             42       0.21
Commercial mortgage loans         187       1.74            246       1.53
Construction loans                  4       0.19              4       0.19
-----------------------------------------------------------------------------
  Total real estate loans         281       0.37            416       0.42
Commercial loans                  581       4.83            450       4.47
Consumer loans                    328       2.28            322       2.24
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                    $ 1,190       1.17%       $ 1,188       0.96%
=============================================================================

     The reduced allocations for one-to-four-family, multi-family, and
commercial mortgage loans are attributable to the decline in the outstanding
total balances of these loan categories.  The higher allocation for
commercial loans is primarily due to growth in this category of loans in
2003.

     The following table sets forth the composition of the allowance for loan
losses by each loan category as of December 31, 2003 and 2002:

                             As of December 31, 2003
                             -----------------------

                                             Formula     Specific      Total
----------------------------------------------------------------------------
One-to-four-family
  mortgage loans                           $    64       $   --      $    64
Multi-family mortgage loans                     26           --           26
Commercial mortgage loans                      187           --          187
Construction loans                               4           --            4
-----------------------------------------------------------------------------
  Total real estate loans                      281           --          281
Commercial loans                               581           --          581
Consumer loans                                 307           21          328
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                                 $ 1,169       $   21      $ 1,190
=============================================================================

                             As of December 31, 2002
                             -----------------------

                                             Formula     Specific      Total
----------------------------------------------------------------------------
One-to-four-family
  mortgage loans                           $   124       $   --      $   124
Multi-family mortgage loans                     42           --           42
Commercial mortgage loans                      246           --          246
Construction loans                               4           --            4
-----------------------------------------------------------------------------
  Total real estate loans                      416           --          416
Commercial loans                               450           --          450
Consumer loans                                 291           31          322
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                                 $ 1,157       $   31      $ 1,188
=============================================================================

     Total non-performing loans, which are loans past due 90 days or more and
nonaccruing loans, were $4,000 as of December 31, 2003 compared to $184,000
as of December 31, 2002.  The decrease in non-performing loans from 2002 to
2003 was primarily due to one residential home loan totaling $90,000 at
December 31, 2002 which paid off in 2003 and an additional home mortgage loan
totaling $81,000 at December 31, 2002 which was brought current in 2003.
Both of these loans were 90 days past due at December 31, 2002.

     Company management and the Board of Directors perform ongoing reviews of
the loan portfolio in order to identify non-performing loans and potential
problem loans.  In performing its reviews, management classifies non-
performing and potential problem loans as either substandard, doubtful, loss
or watch loans.  A loan is considered substandard if it is inadequately
protected by the current net worth and paying capacity of the borrower or of
the collateral pledged, if any.  Substandard loans include those
characterized by the distinct possibility that the Company will sustain some
loss if the deficiencies are not corrected.  Loans classified as doubtful
have all of the weaknesses inherent in those classified as substandard with
the added characteristic that the weaknesses present make collection or
liquidation in full, on the basis of currently existing facts and conditions,
highly questionable and improbable.  Loans classified as loss are those
considered uncollectible and of such little value that their continuance as
loans without the establishment of a specific loss reserve is not warranted.
Loans which do not currently expose the Company to sufficient risk to warrant
classification in one of the categories described above but possess
weaknesses are classified as watch.  The total of internally classified loans
equals the sum of non-performing loans and potential problem loans.

     Total loans internally classified at December 31, 2003 and 2002 are
summarized as follows:

December 31                                            2003             2002
----------------------------------------------------------------------------
Watch                                             $     535       $      807
Substandard                                              --              244
Doubtful                                                 23               38
----------------------------------------------------------------------------
  Total classified loans                          $     558       $    1,089
============================================================================
Non-performing                                    $       4       $      184
Potential problem loans                                 554              905
----------------------------------------------------------------------------
  Total classified loans                          $     558       $    1,089
============================================================================
Impaired loans                                    $      19       $       24
============================================================================

     There were no loans considered loss as of December 31, 2003 or December
31, 2002.  Total classified assets decreased $531,000, or 48.8%, from
$1,089,000 at December 31, 2002 to $558,000 at December 31, 2003.  This
decrease was primarily due to two mortgage loans to the same borrower
totaling $401,000 at December 31, 2002 which were classified as watch.  One
of these loans, a loan on the borrower's residence which totaled $228,000 at
December 31, 2002, was paid off in 2003.  The remaining loan, which was
secured by the borrower's office property and totaled $173,000 at December
31, 2002, was brought current during 2003.

     Total classified assets at December 31, 2003 included one consumer loan
totaling $286,000 classified as watch, which was also classified as watch at
December 31, 2002.  The balance of this loan at December 31, 2002 was
$319,000.  The loan was current at December 31, 2003, however was 60 days
past due at December 31, 2002.  This loan is secured by a first mortgage on
the borrower's primary residence.  The Company does not expect to incur a
loss related to this loan because the appraised value is sufficient to
support the loan balance.

     Also included in the watch category of classified assets at December 31,
2003 were one-to-four-family mortgage loans totaling $148,000 to two
borrowers and consumer loans to three other borrowers totaling $101,000.  The
majority of these loans are substantially secured and the Company anticipates
that the loans will be repaid satisfactorily either from repayment by the
customer or from the sale of the underlying collateral.

     The $244,000 balance of loans considered substandard at December 31,
2002 included three residential mortgage loans.  One loan totaling $90,000 at
December 31, 2002 was paid off in 2003.  One loan totaling $81,000 at
December 31, 2002 and $79,000 at December 31, 2003 was brought current in
2003 and is not classified at December 31, 2003.  The remaining loan,
totaling $73,000 at December 31, 2002 and $72,000 at December 31, 2003, is
included in loans classified as watch at December 31, 2003.

     Loans classified as doubtful included two consumer loans totaling
$23,000 at December 31, 2003 and six consumer loans totaling $38,000 at
December 31, 2002.  One loan, totaling $19,000 at December 31, 2003 and
$24,000 at December 31, 2002, comprised the majority of doubtful loans for
both years.  The entire balance of this loan was included in the specific
allowance for consumer loans of $21,000 as of December 31, 2003 and $31,000
as of December 31, 2002.  This loan was also the only loan considered
impaired at both December 31, 2003 and 2002.

     A loan is considered impaired when, based on current information and
events, it is probable that the Company will be unable to collect the
scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement.  The Company uses the same
identification process used for determining loans that may require a specific
allowance in identifying loans that may be impaired.  Loans that experience
insignificant payment delays and payment shortfalls generally are not
classified as impaired.  Management determines the significance of payment
delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's
prior payment record and the amount of the shortfall in relation to the
principal and interest owed.  Because the Company reviews loans on an
individual basis for impairment, the Company does not use a specific
timeframe of delinquency after which a specific loan is assumed to be
impaired.  If the present value of expected future cash flows, or in certain
instances the observable market price of the impaired loan or the fair value
of the underlying collateral, is less than the recorded investment in the
loan, then the Company recognizes an impairment by adjusting the allowance
for loan losses with a corresponding charge to the provision for loan losses.
The allowance for impaired loans included in the Company's allowance for loan
losses was $19,000 and $24,000 at December 31, 2003 and 2002, respectively.

     Total premises and equipment increased $153,000 from $6.15 million at
December 31, 2002 to $6.30 million at December 31, 2003, primarily due to
asset acquisitions exceeding depreciation expensed.  Fixed asset purchases
totaled $633,000 in 2003 and depreciation expense was $480,000.  In 2003,
fixed assets acquired included new computers for the majority of employees,
including updated software, check processing equipment and software, a new
phone system, and new ATM interface software.

     FHLB stock increased $97,000, or 7.9%, from $1.23 million at December
31, 2002 to $1.32 million at December 31, 2003, due to stock dividends
earned.

     Total deposits decreased by $4.63 million, from $131.29 million at
December 31, 2002 to $126.66 million at December 31, 2003.  The following
table summarizes the balances of deposits at December 31, 2003 and 2002, the
change in the balances and the percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 2003          2002       Change     Change
-----------------------------------------------------------------------------
Noninterest bearing
 checking accounts            $  13,008    $  12,399     $    609       4.9 %

Interest bearing:
 NOW accounts                    22,210       20,388        1,822       8.9
 IMMA accounts                   18,991       19,507         (516)     (2.6)
 Savings accounts                18,744       17,448        1,296       7.4
 Certificates of deposit         53,711       61,549       (7,838)    (12.7)
-----------------------------------------------------------------------------
  Total interest
   bearing deposits             113,656      118,892       (5,236)     (4.4)
----------------------------------------------------------------------------
  Total deposits              $ 126,664    $ 131,291     $ (4,627)     (3.5)%
=============================================================================

     Growth in NOW accounts and savings deposits occurred primarily as a
result of customers transferring proceeds from maturing certificates of
deposit into demand accounts.  The increase in NOW accounts was mostly in the
Company's Club Fed NOW deposit product, which provides enhanced services to
customers including a higher rate of interest for maintaining required
minimum balances.  Club Fed NOW accounts increased $1.23 million from
December 31, 2002 to December 31, 2003.  Regular NOW accounts also increased
in 2003, by $504,000 from December 31, 2002 to December 31, 2003.

     Because of the low interest rate environment experienced during 2003,
customers transferred proceeds from maturing certificates into shorter-term
certificates of deposit and demand deposits.  Customers moved their deposits
into short-term categories in anticipation that rates would rise in the near
future.  Total certificates of deposit declined $7.84 million from December
31, 2002 to December 31, 2003, mainly certificates maturing in from six-
months to four-years.  The largest decline was in two-year certificates,
which decreased $2.63 million, from $8.66 million at December 31, 2002 to
$6.03 million at December 31, 2003.  Eighteen-month certificates decreased
$1.86 million, from $12.07 million at December 31, 2002 to $10.21 million at
December 31, 2003.  One-year certificates of deposit declined $1.79 million
from $7.96 million at December 31, 2002 to $6.17 million at December 31,
2003.  Total six month certificates of deposit decreased $1.62 million from
$18.66 million at December 31, 2002 to $17.04 million at December 31, 2003.

     FHLB advances decreased $2.0 million, from $15.00 million at December
31, 2002 to $13.0 million at December 31, 2003 due to maturing advances.  The
following schedule presents FHLB advances at December 31, 2003, by maturity
date:


    Date                  Fixed                          Next
     of        Interest     or        Maturity           Call
   Advance       Rate    Variable       Date             Date         Amount
-----------------------------------------------------------------------------
October   1998   4.30%    Fixed    October   2008    January   2004  $  5,000
January   2001   4.55     Fixed    January   2011    January   2004     5,000
September 2001   3.80     Fixed    September 2011    September 2004     3,000
                                                                     --------
                                                                     $ 13,000
                                                                     ========

     Proceeds from advances have provided liquidity for loans and treasury
stock purchases.  The Company reduced the level of FHLB advances during 2003
due to growth in deposits and proceeds from loan sales providing liquidity.
The $10.00 million in advances callable in January 2004 are callable
quarterly.  These advances were not called in January 2004.

     Total stockholders' equity decreased from $18.94 million at December 31,
2002 to $17.64 million at December 31, 2003, a decrease of $1.30 million, or
6.9%.  This decrease resulted from $336,000 in dividends declared and $3.20
million in treasury stock purchased, offset by net income of $1,470,000, the
change in unrealized appreciation on available-for-sale securities of
$20,000, incentive plan shares earned of $4,000, stock options exercised
totaling $511,000 and the tax benefit related to stock options exercised of
$232,000.

     In July 2003, the Company announced a 5% common stock repurchase program
totaling 38,187 shares.  As of February 29, 2004, the Company had repurchased
27,621 shares under this program at an average price of $34.61 per share.  In
February 2004, the Company announced an additional 5% common stock repurchase
program which was equal to 37,555 shares.  As of February 29, 2004, there
were 48,121 shares remaining to be repurchased under these programs.  All
repurchased shares will be held as treasury shares to be used for issuing
stock under stock option agreements and for general corporate purposes.

Critical Accounting Policies

     The accounting and reporting policies of the Company are in accordance
with accounting principles generally accepted in the United States and
conform to general practices within the banking industry.  The Company's
significant accounting policies are described in detail in the notes to the
Company's consolidated financial statements for the year ended December 31,
2003.  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions.  The financial position and results of operations can be
affected by these estimates and assumptions and are integral to the
understanding of reported results.  Critical accounting policies are those
policies that management believes are the most important to the portrayal of
the Company's financial condition and results, and they require management to
make estimates that are difficult, subjective, or complex.

     Allowance for Loan Losses - The allowance for loan losses provides
coverage for probable losses inherent in the Company's loan portfolio.
Management evaluates the adequacy of the allowance for credit losses each
quarter based on changes, if any, in underwriting activities, the loan
portfolio composition (including product mix and geographic, industry or
customer-specific concentrations), trends in loan performance, regulatory
guidance and economic factors.  This evaluation is inherently subjective, as
it requires the use of significant management estimates.  Many factors can
affect management's estimates of specific and expected losses, including
volatility of default probabilities, rating migrations, loss severity and
economic and political conditions.  The allowance is increased through
provisions charged to operating earnings and reduced by net charge-offs.

     The Company determines the amount of the allowance based on relative
risk characteristics of the loan portfolio.  The allowance recorded for
commercial loans is based on reviews of individual credit relationships and
an analysis of the migration of commercial loans and actual loss experience.
The allowance recorded for homogeneous consumer loans is based on an analysis
of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy
experiences, and historical losses, adjusted for current trends, for each
homogeneous category or group of loans.  The allowance for credit losses
relating to impaired loans is based on the loan's observable market price,
the collateral for certain collateral-dependent loans, or the discounted cash
flows using the loan's effective interest rate.

     Regardless of the extent of the Company's analysis of customer
performance, portfolio trends or risk management processes, certain inherent
but undetected losses are probable within the loan portfolio.  This is due to
several factors including inherent delays in obtaining information regarding
a customer's financial condition or changes in their unique business
conditions, the judgmental nature of individual loan evaluations, collateral
assessments and the interpretation of economic trends.  Volatility of
economic or customer-specific conditions affecting the identification and
estimation of losses for larger non-homogeneous credits and the sensitivity
of assumptions utilized to establish allowances for homogenous groups of
loans are among other factors.  The Company estimates a range of inherent
losses related to the existence of these exposures.  The estimates are based
upon the Company's evaluation of imprecision risk associated with the
commercial and consumer allowance levels and the estimated impact of the
current economic environment.

     Mortgage Servicing Rights - Mortgage servicing rights ("MSRs")
associated with loans originated and sold, where servicing is retained, are
capitalized and included in the consolidated balance sheet.  The value of the
capitalized servicing rights represents the present value of the future
servicing fees arising from the right to service loans in the portfolio.
Critical accounting policies for MSRs relate to the initial valuation and
subsequent impairment tests.  The methodology used to determine the valuation
of MSRs requires the development and use of a number of estimates, including
anticipated principal amortization and prepayments of that principal balance.
Events that may significantly affect the estimates used are changes in
interest rates, mortgage loan prepayment speeds and the payment performance
of the underlying loans.  The carrying value of the MSRs is periodically
reviewed for impairment based on a determination of fair value.  For purposes
of measuring impairment, the servicing rights are compared to a valuation
prepared based on a discounted cash flow methodology, utilizing current
prepayment speeds and discount rates.  Impairment, if any, is recognized
through a valuation allowance and is recorded as amortization of intangible
assets.

     Postretirement Benefit Obligation - Management obtains an independent
actuarial calculation to estimate the postretirement benefit obligation.  The
calculation is largely dependent on estimates relating to future health care
cost trends and the number of employees that will retire and be eligible for
benefits under the plan.

Liquidity and Capital Resources of the Company and Bank

     The Bank's primary sources of funds are deposits, principal and interest
payments on loans, proceeds from sales of mortgage loans held for sale and
proceeds from FHLB advances.  While maturities and scheduled amortization of
loans are predictable sources of funds, deposit flows and mortgage
prepayments are greatly influenced by general interest rates, economic
conditions, and competition.  The Office of Thrift Supervision ("OTS") is the
Bank's primary regulator.  OTS regulations require the Bank to maintain
sufficient liquidity to ensure its safe and sound operation.  The Bank's
internal liquidity ratios were 33.82% and 24.24% at December 31, 2003 and
2002, respectively, well above the Bank's guideline ratio of 20%.

     The primary source of funding for the Company is dividend payments from
the Bank, principal and interest payments on loans purchased from the Bank
and, to a lesser extent, earnings on investments and deposits held by the
Company.  Dividend payments by the Bank have primarily been used to fund
stock repurchase programs.  The OTS limits all capital distributions by the
Bank directly or indirectly to the Company, including dividend payments.  As
the subsidiary of a savings and loan holding company, the Bank must file a
notice, which is subject to disapproval, with the OTS prior to each proposed
capital distribution.  However, if the total amount of all capital
distributions (including each proposed capital distribution) for the
applicable calendar year exceeds net income to date for that year plus the
retained net income (i.e. net income after deducting prior capital
distributions) for the preceding two years, or if the amount of the proposed
capital distribution would cause the Bank to fail to remain "adequately
capitalized" under applicable laws and regulations, then the Bank must file
an application to receive the approval of the OTS for the proposed capital
distribution.  As of December 31, 2003, the Bank could pay a total of $1.63
million in dividends to the Company without prior application to and approval
from the OTS.  The Company is not required to maintain a minimum level of
regulatory liquidity.

     The primary investment activity of the Bank is the origination of
mortgage loans and commercial and consumer loans, and to a lesser extent the
purchase of mortgage-backed securities.  Asset acquisitions during the years
ended December 31, 2003 and 2002 were primarily funded by deposits and
proceeds from sales of mortgage loans held for sale.  The primary investment
activity of the Company is the investment in the Bank's stock and purchases
of loans from the Bank.

     A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Company's cash and cash
equivalents ("cash") increased $11.73 million and $21.17 million for the
years ended December 31, 2003 and December 31, 2002, respectively.  Cash
increased in 2003 due to net cash provided by operating activities of $3.92
million and net cash provided by investing activities of $17.53 million,
offset by net cash used by financing activities of $9.72 million.  Cash
provided by operating activities included net income of $1,470,000, plus non
cash adjustments to net income including proceeds from sales of loans
totaling $33.01 million and depreciation expense of $480,000, less loans
originated for sale of $30.83 million and net gains on sales of loans of
$648,000.  Net cash provided by investing activities included $21.60 million
net collections of loans, offset by $4.19 million in purchases of available-
for-sale securities.  Net cash used by financing activities included a $7.84
million decrease in certificates of deposits, $2.00 million in repayment of
FHLB advances, $3.20 million in treasury stock repurchased and $343,000 in
dividends paid, offset by a $3.21 million increase in demand deposits, money
market, NOW, and savings accounts and $511,000 generated from stock options
exercised.

     Cash increased in 2002 due to net cash provided by operating activities
of $3.39 million and net cash provided by investing activities of $21.12
million, offset by net cash used by financing activities of $3.34 million.
Cash provided by operating activities included net income of $1,904,000, plus
non cash adjustments to net income including proceeds from sales of loans
totaling $27.79 million, depreciation expense of $484,000, the provision for
loan losses of $170,000, and an increase in other liabilities of $302,000,
less loans originated for sale of $26.67 million and net gains on sales of
loans of $647,000.  Net cash provided by investing activities included $20.60
million net collections of loans.  Net cash used by financing activities
included a $7.80 million decrease in certificates of deposits, $7.50 million
in repayment of FHLB advances, $1.21 million in treasury stock repurchased
and $373,000 in dividends paid, offset by an $11.55 million increase in
demand deposits, money market, NOW, and savings accounts and $2.00 million
generated from FHLB advances.

     At December 31, 2003, the Bank exceeded all of its regulatory capital
requirements with tangible capital and tier 1 capital both at $11.74 million
or 7.6% of adjusted total assets and risk-based capital at $12.81 million or
13.6% of total risk-weighted assets.  The required ratios are 1.5% for
tangible capital to adjusted total assets, 4.0% for tier 1 capital to average
assets and 8.0% for risk-based capital to risk-weighted assets.  See Note 10
-- "Regulatory Matters" in the accompanying Notes to Consolidated Financial
Statements for the Bank's capital calculations as of December 31, 2003 and
2002.

     The Bank's most liquid assets are cash and cash equivalents.  The level
of cash and cash equivalents is dependent on the Bank's operating, financing,
lending and investing activities during any given period.  At December 31,
2003, cash and cash equivalents totaled $44.06 million.  The Company's and
Bank's future short-term requirements for cash are not expected to
significantly change.  However, in the event that the Bank should require
funds beyond its ability to generate them internally, additional sources of
funds are available, such as FHLB advances.  With no parent company debt and
sound capital levels, the Company has several options for longer-term cash
needs, such as for future expansion and acquisitions.  These options include
issuing debt securities, raising equity capital if market conditions are
favorable and issuing trust preferred securities.

     Management is not aware of any current recommendations or government
proposals which if implemented would have a material effect on the Company's
liquidity, capital resources or operations.

Management of Interest Rate Risk

     The principal objective of the Company's interest rate risk management
function is to evaluate the interest rate risk included in certain balance
sheet accounts, determine the level of risk appropriate given the Company's
business focus, operating environment, capital and liquidity requirements and
performance objectives, establish asset concentration guidelines and manage
the risk consistent with Board-approved guidelines.  Through such management,
the Company seeks to reduce the vulnerability of its operations to changes in
interest rates and to manage the ratio of interest rate sensitive assets to
interest rate sensitive liabilities within specified maturities or repricing
dates.  The Company's Board of Directors has established an Asset/Liability
Committee consisting of management officers, which is responsible for
reviewing the Company's asset/liability policies and interest rate risk
position.  Such committee generally meets on a quarterly basis, and at other
times as dictated by market conditions, and reports to the Board of Directors
after each such meeting.

     The Company's interest rate risk strategy primarily consists of: (i)
emphasizing the attraction and retention of core deposits, which tend to be a
more stable source of funding; (ii) emphasizing the origination of short-term
multi-family residential loans, commercial mortgage loans, and commercial
loans, the origination of which is largely dependent on the market demand for
such loans; (iii) when market conditions are favorable and in consideration
of the regulatory requirements relating to required levels of residential
loans which must be maintained by the Bank, selling fixed-rate one-to-four-
family mortgage loans; (iv) investing primarily in mortgage-backed
securities; and (v) using FHLB advances as a funding source when rates on
FHLB advances compare favorably to local competitive deposit rates.  As a
traditional thrift lender, the Company has a significant amount of its
earning assets invested in fixed-rate mortgages with contractual maturities
greater than one year.  At December 31, 2003, an aggregate of $40.38 million,
or 25.3% of total assets, were invested in such assets.

     The following table sets forth the amounts of interest-earning assets
and interest-bearing liabilities outstanding at December 31, 2003 which
mature or reprice in the periods shown.  Except as stated in the table, the
amount of assets and liabilities shown which reprice or mature during a
particular period were determined in accordance with the earlier of term to
repricing or the contractual maturity.

<TABLE>
<CAPTION>

 Interest Rate Sensitivity (in thousands)
 At December 31, 2003
                                                           Over One      Over Three     Over Six
                                                            Month          Months        Months
                                              Within       Through        Through        Through
                                               One          Three           Six          Twelve      Over One
                                              Month         Months         Months        Months        Year         Total
                                            --------------------------------------------------------------------------------
<S>                                         <C>           <C>             <C>          <C>          <C>            <C>
Interest-earning assets:
  Interest-bearing demand deposits          $  14,062     $     --        $     --     $     --     $      --      $  14,062
  Federal Home Loan Bank term deposits         30,000           --              --           --            --         30,000
  Investment securities, net (1)                    9           19              29           58         4,617          4,732
  Loans, net (2)                               16,470        3,098           5,383        8,511        67,310        100,772
                                            --------------------------------------------------------------------------------
    Total interest-earning assets           $  60,541     $  3,117        $  5,412     $  8,569     $  71,927      $ 149,566
                                            ================================================================================
Interest-bearing liabilities:
  NOW, savings and money
    market deposits                         $  59,945     $     --        $     --     $     --     $      --      $  59,945
  Certificates of deposit                       5,829        8,554          10,450       13,635        15,243         53,711
                                            --------------------------------------------------------------------------------
    Total interest-bearing deposits            65,774        8,554          10,450       13,635        15,243        113,656
  Federal Home Loan Bank advances and other
    interest-bearing liabilities (3)               --           --              --        3,000        10,661         13,661
                                            --------------------------------------------------------------------------------
    Total interest-bearing liabilities         65,774        8,554          10,450       16,635        25,904        127,317
                                            --------------------------------------------------------------------------------
Excess (deficiency) of interest-earning
  assets over interest-bearing liabilities  $  (5,233)    $ (5,437)       $ (5,038)    $ (8,066)    $  46,023      $  22,249
                                            ================================================================================
Cumulative excess (deficiency) of
  interest-earning assets over interest-
  bearing liabilities                       $  (5,233)    $(10,670)       $(15,708)    $(23,774)    $  22,249      $  22,249
                                            ================================================================================
Cumulative interest-earning assets
 divided by interest-bearing liabilities          .92          .86             .81          .77          1.17           1.17
                                            ================================================================================
</TABLE>

(1) Includes Federal Home Loan Bank stock and reflects repricing, contractual
    maturity or anticipated call date.
(2) Loans are placed in the various interest-sensitive periods based on
    historical prepayment tendencies as well as contractual terms.
(3) Federal Home Loan Bank advances reflect contractual maturity or
    anticipated call date

     The Company tends to be liability sensitive due to the levels of short-
term NOW, savings and insured money market deposits maintained.  However, the
effect of rate increases on these deposits, which are mainly core retail
deposits, tends to lag behind the change in market rates.  This lag generally
lessens the negative impact on net interest income during a period of rising
interest rates.  Based on the information provided in the table, assuming no
management intervention, the effect of an increase in interest rates of 100
basis points would reduce annualized net interest income by approximately
$52,000 in the one month category or approximately $107,000 in the three
month category.  A decrease in interest rates would have the opposite effect.

     Management believes that the assumptions used to evaluate interest rate
sensitivity approximate actual experience and considers this method a
reasonable tool; however, the interest rate sensitivity of the Company's
assets and liabilities and the estimated effects of changes in interest rates
on net interest income could vary substantially if different assumptions were
used or actual experience differs from the historical experiences on which
these assumptions were based.

Contractual Obligations

    The following table presents additional information about the Company's
contractual obligations as of December 31, 2003, which by their terms have
contractual maturity and termination dates subsequent to December 31, 2003:

<TABLE>
                                                                              There-
                                 2004      2005     2006     2007     2008    after       Totals
                              -------------------------------------------------------------------
<S>                           <C>       <C>      <C>      <C>      <C>       <C>         <C>
Contractual obligations:
  Certificates of deposit     $38,468   $ 8,768  $ 2,373  $ 1,170  $   450   $ 2,482     $53,711
  Federal Home Loan
    Bank advances                  --        --       --       --    5,000     8,000      13,000
  Minimum operating lease
    commitments                    58        58       58       58       58       541         831
                              ------------------------------------------------------------------
                              $38,526   $ 8,826  $ 2,431  $ 1,228  $ 5,508   $11,023     $67,542
                              ==================================================================
</TABLE>

     Management believes that adequate liquidity is available to meet all
known contractual obligations and unfunded commitments, including loan
commitments and reasonable borrower, depositor, and creditor requirements
over the next twelve months.

Off-Balance Sheet Arrangements

     At December 31, 2003, the Company had outstanding letters of credit of
$535,000 and unfunded loan commitments outstanding of $13,419,000.  Because
these commitments generally have fixed expiration dates and many will expire
without being drawn upon, the total commitment level does not necessarily
represent future cash requirements.  If needed to fund these outstanding
commitments, the Company has the ability to liquidate interest-bearing demand
deposits or FHLB term deposits or borrow from the FHLB.  The following table
presents additional information about the Company's unfunded commitments as
of December 31, 2003, which by their terms have contractual maturity dates
subsequent to December 31, 2003:

 <TABLE>
                                                                              There-
                                 2004      2005     2006     2007     2008    after       Totals
                              -------------------------------------------------------------------
<S>                           <C>       <C>      <C>      <C>      <C>       <C>         <C>
Unfunded commitments:
  Letters of credit           $   535   $    --  $    --  $    --  $    --   $    --     $   535
  Lines of credit               8,517       554      775    1,689    1,775       109      13,419
                              ------------------------------------------------------------------
                              $ 9,052   $   554  $   775  $ 1,689  $ 1,775   $   109     $13,954
                              ==================================================================
</TABLE>

Impact of Accounting Changes

     In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity.  SFAS 150 establishes standards for classification and measurement in
the statement of financial position of certain financial instruments with
characteristics of both liabilities and equity.  It requires that an issuer
classify a financial instrument that is within its scope as a liability.  The
FASB's Staff Position 150-3 deferred indefinitely the guidance in SFAS No.
150 on certain mandatorily redeemable noncontrolling interests.  The adoption
of SFAS No. 150 will have no impact on the Company's financial position or
results of operation.

     In January of 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin No. 51, and in December 2003 the FASB deferred certain effective
dates of Interpretation No. 46.  For all variable interest entities other
than special purpose entities, the revised Interpretation is effective for
periods ending after March 15, 2004.  For variable interest entities meeting
the definition of special purpose entities under earlier accounting rules,
the Interpretation remains effective for periods ending after December 31,
2003.  The Interpretation requires the consolidation of entities in which an
enterprise absorbs a majority of the entity's expected losses, receives a
majority of the entity's expected residual returns, or both, as a result of
ownership, contractual or other financial interests in the entity.
Currently, entities are generally consolidated by an enterprise when it has a
controlling interest through ownership of a majority voting interest in the
entity.  The Company has determined that it has no such interests.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for Stock-
based Compensation - Transition and Disclosure, which provides guidance for
transition from the intrinsic value method of accounting for stock-based
compensation under Accounting Principles Board ("APB") Opinion No. 25 to SFAS
No. 123's fair value method of accounting, if a company so elects.  The
Company applies APB Opinion No. 25 and related Interpretations in accounting
for the stock option plan. Accordingly, no compensation costs have been
recognized, as all options granted had an exercise price equal to the market
value of the underlying common stock on the date of grant.  Had compensation
cost for the Company's stock option plan been recorded based on the fair
value at the grant dates for awards under the plan consistent with the method
prescribed by SFAS No. 123, net income and net income per share would have
been adjusted to the proforma amounts indicated in Note 1.

     In November 2002, FASB Interpretation No. 45 ("FIN 45"), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others was issued. FIN 45 requires the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued.  It also clarifies
that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The most significant FIN45 instruments of the Company are standby
letters of credit.  The required FIN 45 disclosure has been incorporated into
Note 20.

     In 2003, the Securities and Exchange Commission (the "SEC") indicated
they will provide guidance on the accounting for loan commitments that relate
to the origination of mortgage loans that will be held for resale pursuant to
FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" which was released in 1998 and FASB Statement No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities" which was
issued in 2003.  The SEC staff have expressed their view that loan
commitments that relate to the origination of mortgage loans that will be
held for resale are written options from the perspective of the prospective
lender.  Thus, upon the origination of a loan commitment, the SEC staff
believes that the fair value of the loan commitment should be recorded as a
liability with the offset to expense to the extent consideration has not been
received.  The written option would remain a liability until the expiration
or culmination of the contract.  This accounting treatment should be applied
to all loan commitments originated in the first reporting period beginning
after March 15, 2004.  The Company does not expect the adoption of this SEC
recommendation to materially impact the Company's financial statements or
results of operations.





                      Independent Accountants' Report



Board of Directors and Stockholders
Great American Bancorp, Inc.
Champaign, Illinois


We have audited the accompanying consolidated balance sheets of Great
American Bancorp, Inc. as of December 31, 2003 and 2002, and the related
consolidated statements of income, stockholders' equity, and cash flows for
the years then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Great American Bancorp, Inc. as of December 31, 2003 and 2002, and the
results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.


BKD, LLP

/s/ BKD, LLP

Decatur, Illinois
February 6, 2004



<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC.
Consolidated Balance Sheets
December 31, 2003 and 2002
(in thousands, except share data)
                                                                2003             2002
                                                           --------------------------
<S>                                                        <C>             <C>
Assets

  Cash and due from banks                                  $   4,388       $    4,990
  Interest-bearing demand deposits                             9,674           27,344
  Federal Home Loan Bank term deposit                         30,000               --
                                                           --------------------------
          Cash and cash equivalents                           44,062           32,334

  Available-for-sale securities                                4,200               --
  Held-to-maturity securities (fair value of
    $562 and $1,329)                                             532            1,262
  Mortgage loans held for sale                                    --            1,658
  Loans, net of allowance for loan losses of
    $1,190 and $1,188                                        100,772          122,336
  Premises and equipment                                       6,299            6,146
  Federal Home Loan Bank stock                                 1,324            1,227
  Other assets                                                 2,261            2,287
                                                           --------------------------
          Total assets                                     $ 159,450       $  167,250
                                                           ==========================

Liabilities and Stockholders' Equity

  Liabilities
    Deposits
      Demand                                               $  13,008       $   12,399
      Savings, NOW and money market                           59,945           57,343
      Time                                                    53,711           61,549
                                                           --------------------------
          Total deposits                                     126,664          131,291

    Federal Home Loan Bank advances                           13,000           15,000
    Other liabilities                                          2,150            2,021
                                                           --------------------------
          Total liabilities                                  141,814          148,312
                                                           --------------------------
Commitments and Contingent Liabilities

  Stockholders' Equity
    Preferred stock, $0.01 par value
      Authorized and unissued - 1,000,000 shares                  --               --
    Common stock, $0.01 par value
      Authorized - 7,000,000 shares
      Issued - 2,052,750 shares
      Outstanding: 756,003 and 818,490 shares                     21               21
    Additional paid-in capital                                20,412           20,166
    Retained earnings                                         20,508           19,374
    Unearned incentive plan shares                               (63)             (66)
    Accumulated other comprehensive income                        20               --
    Treasury stock, at cost, 1,296,747
      and 1,234,260 shares                                   (23,262)         (20,557)
                                                           --------------------------
          Total stockholders' equity                          17,636           18,938
                                                           --------------------------
          Total liabilities and
            stockholders' equity                           $ 159,450       $  167,250
                                                           ==========================
</TABLE>
See Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC.
Consolidated Statements of Income
Years Ended December 31, 2003 and 2002
(in thousands, except share data)


                                                                2003             2002
                                                          ---------------------------
<S>                                                        <C>               <C>
Interest and Dividend Income
  Loans                                                    $   7,861         $ 10,215
  Securities                                                      74              108
  Dividends on Federal Home Loan Bank stock                       79               63
  Deposits with financial institutions and other                 415              217
                                                           --------------------------
        Total interest and dividend income                     8,429           10,603
                                                           --------------------------
Interest Expense
  Deposits                                                     2,261            3,403
  Federal Home Loan Bank advances                                595              811
  Other                                                           25               30
                                                           --------------------------
        Total interest expense                                 2,881            4,244
                                                           --------------------------
Net Interest Income                                            5,548            6,359

Provision for Loan Losses                                         --              170
                                                           --------------------------
Net Interest Income After Provision for Loan Losses            5,548            6,189
                                                           --------------------------
Noninterest Income
  Insurance sales commissions                                  1,629            1,428
  Customer service fees                                          591              598
  Other service charges and fees                                 235              212
  Net gains on loan sales                                        648              647
  Loan servicing fees                                            136               54
  Other                                                          100              107
                                                           --------------------------
         Total noninterest income                              3,339            3,046
                                                           --------------------------
Noninterest Expense
  Salaries and employee benefits                               3,677            3,448
  Net occupancy expense                                          566              570
  Equipment expense                                              555              511
  Professional fees                                              240              244
  Marketing expense                                              226              224
  Printing and office supplies                                   294              283
  Directors and committee fees                                   142              119
  Amortization of mortgage servicing rights                      171               67
  Other                                                          622              676
                                                           --------------------------
          Total noninterest expenses                           6,493            6,142
                                                           --------------------------
Income Before Income Tax                                       2,394            3,093

Provision for Income Tax                                         924            1,189
                                                           --------------------------
Net Income                                                 $   1,470         $  1,904
                                                           ==========================
Basic Earnings per Share                                   $    1.93         $   2.28
                                                           ==========================
Diluted Earnings per Share                                 $    1.75         $   2.09
                                                           ==========================



</TABLE>
See Notes to Consolidated Financial Statements.


<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2003 and 2002
(in thousands, except share data)
                                                                                   Unearned     Accumulated
                                      Common Stock      Additional                 Incentive       Other
                                  -------------------    Paid-in     Retained        Plan      Comprehensive  Treasury
                                    Shares     Amount     Capital    Earnings       Shares        Income        Stock        Total
                                  ------------------------------------------------------------------------------------------------
<S>                               <C>          <C>       <C>         <C>          <C>           <C>          <C>          <C>
Balance, January 1, 2002           867,167     $   21    $ 20,165    $ 17,838     $   (72)      $    --      $ (19,393)   $ 18,559
  Net income                            --         --          --       1,904          --            --             --       1,904
  Dividends on common stock,
    $0.44 per share                     --         --          --        (368)         --            --             --        (368)
  Purchase of stock,
    (51,677 shares)                (51,677)        --          --          --          --            --         (1,206)     (1,206)
  Stock options exercised,
    (3,000 shares)                   3,000         --          --          --          --            --             42          42
  Incentive plan shares
    earned (421 shares)                 --         --           1          --           6            --             --           7
                                    -----------------------------------------------------------------------------------------------
Balance, December 31, 2002         818,490     $   21    $ 20,166    $ 19,374     $   (66)      $    --      $ (20,557)   $ 18,938
  Comprehensive Income
   Net income                           --         --          --       1,470          --            --             --       1,470
   Change in unrealized appreciation
     on available-for-sale securities
     net of taxes of $14                --         --          --          --          --            20             --          20
                                                                                                                           --------
       Total comprehensive income       --         --          --          --          --            --             --       1,490
  Dividends on common stock
    $.44 per share                      --         --          --        (336)         --            --             --        (336)
  Purchase of stock,
    (103,900 shares)              (103,900)        --          --          --          --            --         (3,203)     (3,203)
  Stock options exercised,
    (41,413 shares)                 41,413         --          13          --          --            --            498         511
  Tax benefit related to stock
    options exercised                   --         --         232          --          --            --             --         232
  Incentive plan shares
    earned (240 shares)                 --         --           1          --           3            --             --           4
                                   ------------------------------------------------------------------------------------------------
Balance, December 31, 2003         756,003     $   21    $ 20,412    $ 20,508     $   (63)      $    20      $ (23,262)   $ 17,636
                                   ================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2003 and 2002
(in thousands)
                                                                2003              2002
                                                            --------------------------
<S>                                                         <C>               <C>
Operating Activities
Net income                                                  $  1,470          $  1,904
Items not requiring (providing) cash
  Depreciation                                                   480               484
  Provision for loan losses                                       --               170
  Amortization of mortgage servicing rights                      171                67
  Net gains on loan sales                                       (648)             (647)
  Loans originated for sale                                  (30,834)          (26,665)
  Proceeds from loan sales                                    33,010            27,789
  Federal Home Loan Bank stock dividends                         (97)              (61)
Changes in
  Other assets                                                   173                40
  Other liabilities                                              247               302
Other operating activities                                       (53)                5
                                                            --------------------------
      Net cash provided by operating activities                3,919             3,388
                                                            --------------------------
Investing Activities
  Purchase of available-for-sale securities                   (4,185)               --
  Proceeds from maturities of available-
    for-sale securities                                           19                --
  Proceeds from maturities of held-to-maturity
    securities                                                   730               790
  Net change in loans                                         21,596            20,596
  Purchase of premises and equipment                            (633)             (266)
                                                            --------------------------
      Net cash provided by investing activities               17,527            21,120
                                                            --------------------------
Financing Activities
  Net increase in demand deposits, money market,
    NOW and savings accounts                                   3,211            11,552
  Net decrease in certificates of deposit                     (7,838)           (7,801)
  Proceeds from Federal Home Loan Bank advances                   --             2,000
  Repayment of Federal Home Loan Bank advances                (2,000)           (7,500)
  Proceeds from stock options exercised                          511                42
  Purchase of treasury stock                                  (3,203)           (1,206)
  Dividends paid                                                (343)             (373)
  Net decrease in advances from borrowers
    for taxes and insurance                                      (56)              (54)
                                                            --------------------------
      Net cash used in financing activities                   (9,718)           (3,340)
                                                            --------------------------
Increase in Cash and Cash Equivalents                         11,728            21,168

Cash and Cash Equivalents, Beginning of Year                  32,334            11,166
                                                            --------------------------
Cash and Cash Equivalents, End of Year                      $ 44,062          $ 32,334
                                                            ==========================
Supplemental Cash Flows Information
  Interest paid                                             $  2,892          $  4,273
  Income taxes paid (net of refunds)                             980             1,122
  Tax benefit related to stock options exercised                 232                --

</TABLE>
See Notes to Consolidated Financial Statements.


GREAT AMERICAN BANCORP, INC.
Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(Table dollar amounts in thousands, except share data)

Note 1:  Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

     Great American Bancorp, Inc. ("Company") is a thrift holding company
whose principal activity is the ownership and management of its wholly-owned
subsidiary, First Federal Savings Bank of Champaign-Urbana (the "Bank").  The
Bank is primarily engaged in providing a full range of banking and financial
services to individual and corporate customers in Champaign County, Illinois
and surrounding counties.  The Bank also provides full service brokerage
activities through a third-party broker-dealer and engages in the sale of tax
deferred annuities.  The revenue generated from brokerage services is
dependent upon maintaining relationships with the current brokerage
providers.  The Company and Bank are subject to competition from other
financial institutions.  The Company and Bank are subject to the regulation
of certain federal agencies and undergo periodic examinations by those
regulatory authorities.

     The Bank's subsidiary, Park Avenue Service Corporation ("PASC"), offers
insurance services to customers located primarily in Champaign County,
Illinois and surrounding counties.  GTPS Insurance Agency, ("Agency") a
division of PASC, sells a variety of insurance products to both individuals
and businesses, including life, health, auto, property and casualty
insurance.  The revenue generated by PASC is dependent upon maintaining
relationships with the current insurance providers.  Until October 1, 2003,
the brokerage services were operated as a separate division of PASC.  All
brokerage activities were transferred to the Bank effective October 1, 2003.

Principles of Consolidation

     The consolidated financial statements include the accounts of the
Company and the Bank, and the Bank's wholly-owned subsidiary, PASC.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.

Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ from
those estimates.

     Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance for loan losses, mortgage
servicing rights, and postretirement benefit obligation.  In connection with
the determination of the allowance for loan losses, management obtains
independent appraisals for significant properties.  Management estimates
mortgage servicing rights taking into consideration changes in interest
rates, current prepayment rates and expected future cash flows.  Management
obtains an actuarial calculation to estimate the postretirement benefit
obligation.
Cash Equivalents

     The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents.

Securities

     Available-for-sale securities, which include any security for which the
Company has no immediate plan to sell but which may be sold in the future,
are carried at fair value.  Unrealized gains and losses are recorded, net of
related income tax effects, in other comprehensive income.
     Held-to-maturity securities, which include any security for which the
Company has the positive intent and ability to hold until maturity, are
carried at historical cost adjusted for amortization of premiums and
accretion of discounts.

     Amortization of premiums and accretion of discounts are recorded as
interest income from securities.  Realized gains and losses are recorded as
net security gains (losses).  Gains and losses on sales of securities are
determined on the specific-identification method.

Loans Held for Sale

     Mortgage loans originated and intended for sale in the secondary market
are carried at the lower of cost or fair value in the aggregate.  Net
unrealized losses, if any, are recognized through a valuation allowance by
charges to income.

Loans

     Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoffs are reported at their
outstanding principal balances adjusted for any charge-offs, the allowance
for loan losses, and any deferred fees or costs on originated loans.
Interest income is reported on the interest method and includes amortization
of net deferred loan fees and costs over the loan term.  Generally, the
Company continues to accrue interest on all loans which are past due unless
ultimate collection of principal and interest is in doubt.

Allowance for Loan Losses

     The allowance for loan losses is established as losses are estimated to
have occurred through a provision for loan losses charged to income.  Loan
losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed.  Subsequent recoveries, if
any, are credited to the allowance.

     The allowance for loan losses is evaluated on a regular basis by
management and is based upon management's periodic review of the
collectibility of the loans in light of historical experience, the nature and
volume of the loan portfolio, adverse situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral and
prevailing economic conditions.  This evaluation is inherently subjective as
it requires estimates that are susceptible to significant revision as more
information becomes available.

     A loan is considered impaired when, based on current information and
events, it is probable that the Company will be unable to collect the
scheduled payments of principal or interest when due according to the
contractual terms of the loan agreement.  Factors considered by management in
determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due.
The Company identifies loans which may be impaired by reviewing delinquent
loans, significant credits, problem loans as identified by the Company's
internal grading system, loans classified as substandard, doubtful, loss, or
special mention by the Company's internal classification system, and other
loans which management may have concerns about collectibility, such as loans
in a particular industry.  A significant credit for purposes of analyzing
loans for impairment is defined as loans in the aggregate to an individual
borrower that exceed $500,000.  Loans that experience insignificant payment
delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment
shortfalls on a case-by-case basis, taking into consideration all of the
circumstances surrounding the loan and the borrower, including the length of
the delay, the reasons for the delay, the borrower's prior payment record and
the amount of the shortfall in relation to the principal and interest owed.
Because the Company reviews loans on an individual basis for impairment, the
Company does not use a specific timeframe of delinquency after which a
specific loan is assumed to be impaired.  Impairment is measured on a loan-
by-loan basis for commercial and construction loans by either the present
value of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price or the fair value of the
collateral if the loan is collateral dependent.

     Large groups of smaller balance homogenous loans are collectively
evaluated for impairment.  Accordingly, the Company does not separately
identify individual consumer and residential loans for impairment
measurements.

Premises and Equipment

     Depreciable assets are stated at cost less accumulated depreciation.
Depreciation is charged to expense using the straight-line method over the
estimated useful lives of the assets.  Leasehold improvements are capitalized
and depreciated using the straight-line method over the terms of the
respective leases or the estimated useful lives of the improvements,
whichever is shorter.

Federal Home Loan Bank Stock

     Federal Home Loan Bank stock is a required investment for institutions
that are members of the Federal Home Loan Bank system.  The required
investment in the common stock is based on a predetermined formula.

Mortgage Servicing Rights

     Mortgage servicing rights on originated loans that have been sold are
capitalized by allocating the total cost of the mortgage loans between the
mortgage servicing rights and the loans based on their relative fair values.
Capitalized servicing rights are amortized in proportion to and over the
period of estimated servicing revenues.  Impairment of mortgage servicing
rights is assessed based on the fair value of those rights.  Fair values are
estimated using discounted cash flows based on a current market interest
rate.  For purposes of measuring impairment, the rights are stratified based
on the predominant risk characteristics of the underlying loans.  The
predominant characteristic currently used for stratification is type of loan.
The amount of impairment recognized is the amount by which the capitalized
mortgage servicing rights for a stratum exceed their fair value.

Fee Income

     Loan origination fees, net of direct origination costs, are recognized
as income using the level-yield method over the term of the loans.  Loan
servicing income represents fees earned for servicing real estate mortgage
loans owned by various investors.

     Insurance sales commissions are recognized at the time payment is
received from customers billed directly by the Agency, net of an allowance
for estimated policy cancellations.  Contingent commissions and commissions
on premiums billed directly by insurance companies are recorded at the time
these commissions are received by the Agency.  A contingent commission is a
commission paid by an insurance company that is based on the overall profit
and/or volume of business placed with that insurance company.  Commissions on
premiums billed by insurance companies primarily relate to a large number of
small premium transactions, whereby the billing and policy insurance process
is controlled entirely by the insurance company.  The income effects of
subsequent premium adjustments are recorded when the adjustments become
known.

Treasury Stock

     Treasury stock is stated at cost.  Cost is determined by the first-in,
first-out method.

Incentive Plan

     The Company accounts for its stock award program, or incentive plan, in
accordance with Accounting Principles Board Opinion ("APB") No. 25.  The
purchase price of unearned shares owned by the incentive plan is reflected as
a reduction of stockholders' equity.  Compensation expense is based on the
market price of the Company's stock on the date the shares are granted and is
recorded over the vesting period.  The difference between the aggregate
purchase price and the fair value on the date granted of the shares earned is
recorded as an adjustment to paid-in capital.

Stock Options

     The Company has a stock-based employee compensation plan, which is
described more fully in Note 14.  The Company accounts for this plan under
the recognition and measurement principles of APB Opinion No. 25, Accounting
for Stock Issued to Employees, and related Interpretations.  No stock-based
employee compensation cost is reflected in net income, as all options granted
under this plan had an exercise price equal to the market value of the
underlying common stock on the grant date.  The following table illustrates
the effect on net income and earnings per share if the Company had applied
the fair value provisions of FASB Statement No. 123, Accounting for Stock-
Based Compensation, to stock-based employee compensation.

                                                     Year Ended December 31
                                                  --------------------------
                                                      2003              2002
                                                  --------------------------
Net income as reported                            $  1,470         $   1,904
Less: Total stock-based employee compensation
  cost determined under the fair value based
  method, net of income taxes                           (2)               (7)
                                                  --------------------------
    Pro forma net income                          $  1,468         $   1,897
                                                  ==========================

Earnings per share:
  Basic - as reported                             $   1.93         $    2.28
                                                  ==========================
  Basic - pro forma                               $   1.92         $    2.27
                                                  ==========================
  Diluted - as reported                           $   1.75         $    2.09
                                                  ==========================
  Diluted - pro forma                             $   1.75         $    2.08
                                                  ==========================

Postretirement Benefits

     The Company is recognizing the transition obligation using the straight-
line method over the plan participants' remaining average future service
period.

Income Taxes

     Deferred tax assets and liabilities are recognized for the tax effects
of differences between the financial statement and tax bases of assets and
liabilities.  A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax asset will not be
realized.  The Company files consolidated income tax returns with its
subsidiary.

Earnings Per Share

     Basic earnings per share have been computed based upon the weighted-
average common shares outstanding during each year.  Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock that then shared in the earnings
of the Company.

Reclassifications

     Certain reclassifications have been made to the 2002 financial
statements to  conform to the 2003 financial statement presentation.  These
reclassifications had no effect on net income.

Note 2:  Restriction on Cash and Due from Banks

     The Bank is required to maintain reserve funds in cash and/or on deposit
with the Federal Reserve Bank.  The reserve required at December 31, 2003 was
$1,050,000.

Note 3:  Securities

     The Company's investment securities portfolio is comprised of mortgage-
backed securities.  At December 31, 2003, the amortized cost and gross
unrealized gains of mortgage-backed securities available-for-sale totaled
$4,166,000 and $34,000.  At December 31, 2003 and 2002, the amortized cost of
mortgage-backed securities held-to-maturity totaled $532,000 and $1,262,000
and the gross unrealized gains on these securities were $30,000 and $67,000.

     The Company did not hold any securities of a single issuer, payable from
and secured by the same source of revenue or taxing authority, the book value
of which exceeded 10% of stockholders' equity at December 31, 2003.

Note 4:  Loans and Allowance for Loan Losses

     Categories of loans at December 31, include:

                                                      2003              2002
                                                  --------------------------
First mortgage loans
  Secured by one-to-four-family residences        $ 44,305         $  60,644
  Secured by other properties                       29,096            36,341
  Construction loans                                 2,125             2,077
                                                  --------------------------
    Total first mortgage loans                      75,526            99,062
                                                  --------------------------
Commercial                                          12,022            10,063
Consumer                                            14,414            14,399
                                                  --------------------------
    Total loans                                    101,962           123,524
Less allowance for loan losses                      (1,190)           (1,188)
                                                  --------------------------
       Net loans                                  $100,772         $ 122,336
                                                  ==========================

     Activity in the allowance for loan losses was as follows:

                                                      2003              2002
                                                  --------------------------
  Balance, beginning of year                      $  1,188         $   1,040
  Provision charged to expense                          --               170
  Losses charged off, net of recoveries
    of $6 for 2003 and $12 for 2002                      2               (22)
                                                  --------------------------
  Balance, end of year                            $  1,190         $   1,188
                                                   =========================

Note 5:  Premises and Equipment

     Major classifications of premises and equipment, stated at cost, are as
follows:

                                                      2003              2002
                                                  --------------------------
Land                                              $  1,545         $   1,545
Buildings and improvements                           5,361             5,319
Leasehold improvements                                 870               870
Equipment                                            3,590             3,004
                                                  --------------------------
                                                    11,366            10,738
Less accumulated depreciation                       (5,067)           (4,592)
                                                  --------------------------
    Net premises and equipment                    $  6,299         $   6,146
                                                  ==========================

Note 6:  Loan Servicing

     Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets.  The unpaid principal balances of mortgage loans
serviced for others was $45,224,000 and $30,683,000 at December 31, 2003 and
December 31, 2002, respectively.

     Custodial escrow balances maintained in connection with the foregoing
loan servicing, and included in demand deposits, were approximately $202,000
and $340,000 at December 31, 2003 and 2002, respectively.

Note 7:  Interest-bearing Deposits

     Interest-bearing deposits in denominations of $100,000 or more were
$20,837,000 on December 31, 2003 and $22,463,000 on December 31, 2002.

     At December 31, 2003, the scheduled maturities of time deposits are as
follows:

   2004                                                            $  38,468
   2005                                                                8,768
   2006                                                                2,373
   2007                                                                1,170
   2008                                                                  450
   Thereafter                                                          2,482
                                                                   ---------
                                                                   $  53,711
                                                                   =========
Note 8:  Federal Home Loan Bank Advances

     Federal Home Loan Bank advances are at variable and fixed rates, (3.80%
to 4.55% at December 31, 2003) and are callable at various dates.  Federal
Home Loan Bank advances are secured by mortgage loans totaling $43,845,000 at
December 31, 2003.  Advances are subject to restrictions or penalties in the
event of prepayment.

     Aggregate annual maturities of Federal Home Loan Bank advances at
December 31, 2003, are:

2008                                                               $   5,000
Thereafter                                                             8,000
                                                                   ---------
                                                                   $  13,000
                                                                   =========
Note 9:  Income Taxes

     The provision for income taxes includes these components:

                                                      2003              2002
                                                  --------------------------
 Taxes currently payable
   Federal                                        $    804         $     947
   State                                               145               207
                                                  --------------------------
                                                       949             1,154
                                                  --------------------------
 Deferred income taxes
   Federal                                             (21)               28
   State                                                (4)                7
                                                  --------------------------
                                                       (25)               35
                                                  --------------------------
      Income tax expense                          $    924         $   1,189
                                                  ==========================

     A reconciliation of income tax expense at the statutory rate to the
Company's actual income tax expense is shown below:

                                                      2003              2002
                                                  --------------------------
Computed at the statutory rate (34%)              $    814         $   1,052
Increase (decrease) resulting from
   State income taxes                                   92               141
   Other                                                18                (4)
                                                  --------------------------
     Actual tax expense                           $    924         $   1,189
                                                  ==========================

     The tax effects of temporary differences related to deferred taxes shown
on the balance sheets were:

                                                      2003              2002
                                                  --------------------------
Deferred tax assets
 Allowance for loan losses                        $    461         $     449
 Deferred compensation                                 256               250
 Postretirement benefit obligation                     114                99
 Deferred insurance agency commissions                  10                --
 Deferred loan fees                                      5                11
                                                   --------------------------
                                                       846               809
                                                   --------------------------

Deferred tax liabilities
 Federal Home Loan Bank stock                         (124)              (94)
 Depreciation                                         (553)             (557)
 Mortgage servicing rights                             (59)              (74)
 Other                                                 (39)              (38)
 Unrealized gains on available-for-sale securities     (14)               --
                                                  --------------------------
                                                      (789)             (763)
                                                  --------------------------
      Net deferred tax asset                      $     57         $      46
                                                  ==========================

     Retained earnings include approximately $4,300,000 for which no deferred
income tax liability has been recognized.  This amount represents an
allocation of income to bad debt deductions as of December 31, 1987 for tax
purposes only.  Reduction of amounts so allocated for purposes other than tax
bad debt losses or adjustments arising from carryback of net operating losses
would create income for tax purposes only, which income would be subject to
the then-current corporate income tax rate.  The unrecorded deferred income
tax liability on the above amount was approximately $1,669,000.

Note 10:  Regulatory Matters

     The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Bank's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Bank must meet specific capital guidelines that involve quantitative measures
of the Bank's assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices.  The Bank's capital amounts
and classification are also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.

     Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios (set forth
in the table below).  Management believes, as of December 31, 2003 and 2002,
that the Bank meets all capital adequacy requirements to which it is subject.

     As of December 31, 2003, the most recent notification from the Office of
Thrift Supervision categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action.  To be categorized as well
capitalized,the Bank must maintain minimum total risk-based, Tier I risk-
based and Tier I leverage ratios as set forth in the table.  There are no
conditions or events since that notification that management believes have
changed the Bank's category.

     The Bank's actual capital amounts and ratios are also presented in the
table.

<TABLE>
<CAPTION>
                              ------------------------------------------------------------------
                                                                          To Be Well Capitalized
                                                For Capital Adequacy     Under Prompt Corrective
                                   Actual            Purposes               Action Provisions
                              ------------------------------------------------------------------
                               Amount   Ratio      Amount   Ratio             Amount   Ratio
                              ------------------------------------------------------------------
As of December 31, 2003
<S>                          <C>        <C>        <C>       <C>             <C>       <C>
Total capital
 (to risk-weighted assets)   $ 12,813   14.9%      $ 6,899   8.0%            $ 8,623   10.0%

Tier 1 capital
 (to risk-weighted assets)     11,735   13.6         3,449   4.0               5,174    6.0

Tier 1 capital
 (to adjusted total assets)    11,735    7.6         6,164   4.0               7,706    5.0

Tangible capital
 (to adjusted total assets)    11,735    7.6         2,312   1.5                        N/A

<CAPTION>

As of December 31, 2002
<S>                          <C>        <C>        <C>       <C>             <C>       <C>
Total capital
 (to risk-weighted assets)   $ 12,292   13.0%      $ 7,550   8.0%            $ 9,438   10.0%

Tier 1 capital
 (to risk-weighted assets)     11,121   11.8         3,775   4.0               5,663    6.0

Tier 1 capital
 (to adjusted total assets)    11,121    7.0         6,401   4.0               8,001    5.0

Tangible capital
 (to adjusted total assets)    11,121    7.0         2,400   1.5                        N/A

</TABLE>

     The Bank is subject to certain restrictions on the amount of dividends
that it may declare without prior regulatory approval.  At December 31, 2003,
approximately $1,633,000 of retained earnings were available for dividend
declaration without prior regulatory approval.

Note 11:  Related Party Transactions

     At December 31, 2003 and 2002, the Company had loans outstanding to
executive officers, directors, significant shareholders and their affiliates
(related parties) in the amount of $1,120,000 and $1,413,000, respectively.

     The aggregate amount of loans, as defined, to such related parties were
as follows:

Balances, January 1, 2003                                          $   1,413
Change in composition of related parties                                (233)
New loans, including renewals                                            173
Payments, etc.                                                          (233)
                                                                   ---------
 Balances, December 31, 2003                                       $   1,120
                                                                   =========

     In management's opinion, such loans and other extensions of credit and
deposits were made in the ordinary course of business and were made on
substantially the same terms (including interest rates and collateral) as
those prevailing at the time for comparable transactions with other persons.
Further, in management's opinion, these loans did not involve more than
normal risk of collectibility or present other unfavorable features.

     Deposits from related parties held by the Company at December 31, 2003
and 2002 totaled $683,000 and $711,000, respectively.

Note 12:  Employee Benefits

     The Company has a Savings and Employee Stock Ownership Plan ("KSOP")
that covers substantially all Company employees.  The plan contains 401(k)
features that qualify the plan under Section 401(a) of the Internal Revenue
Code and allows employees to contribute up to 15% of their salary on a pretax
basis.  The Company then makes a matching contribution of 100% on the first
3% of an employee's contribution and 50% on the next 2% of an employee's
contribution.  The Company will also contribute an amount equal to 3% of each
eligible participant's salary, even if an employee elects not to defer any of
their own salary into the plan ("safe harbor contribution").  The Company can
also elect to contribute discretionary amounts at any time.  Each participant
may direct the investment of their own contributions to a variety of mutual
funds offered and maintained by the trustee of the plan, including a stock
fund of the Company (the "employer stock fund").  The Company matching
contributions, safe harbor contributions, and any discretionary contributions
are invested in the employer stock fund.

     At December 31, 2003 and 2002, 135,566 and 139,029 shares of the
Company's stock were owned by the plan.  The cost of the plan is borne by the
Company through contributions to the KSOP trust in amounts determined by the
Board of Directors.  The Company's expense for the plan was $221,000 for 2003
and $207,000 for 2002.

     The Company also has a stock-based compensation program which provides
for the granting of stock of the Company as stock awards and options to
purchase stock of the Company (the "Incentive Plan").

     The Incentive Plan covers key employees and directors and is authorized
to acquire and grant as stock awards 82,110 shares of the Company's common
stock.  Participants in the Incentive Plan vest at a rate of 20 percent per
year commencing one year after the date such shares are granted.  In the
event of a change in control or death or disability, all unvested stock
awards would vest immediately.

     The following is a summary of the status of the stock awards and changes
in the stock awards as of and for the years ended December 31, 2003 and 2002:

                                                      2003              2002
                                                  --------------------------
                                                    Shares            Shares
                                                  --------------------------
Outstanding, beginning of year                         960             2,289
Granted                                                 --                --
Distributed                                           (240)           (1,329)
                                                  --------------------------
Outstanding, end of year                               720               960
Shares available for future stock awards             3,829             3,829
                                                  --------------------------
    Total stock awards                               4,549             4,789
                                                  ==========================

     During 2003 and 2002, 240 and 421 shares representing stock awards were
earned by participants and resulted in compensation expense of $4,000 and
$7,000.

Note 13:  Stock Option Plan

     Under the Company's incentive stock option plan, which is accounted for
in accordance with APB No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations, the Company grants directors, selected
executives and other key employees stock option awards which vest at a rate
of 20 percent per year commencing one year after the date the shares are
granted.  The plan provides that in the event of a change in control or death
or disability, all unvested options will be immediately exercisable.  The
Company authorized the grant of options for up to 205,275 shares of the
Company's common stock.  The exercise price of each option, which has a 10-
year life, was equal to the market price of the Company's stock on the date
of grant; therefore, no compensation expense was recognized.

     A summary of the status of the plan at December 31, 2003 and 2002, and
changes during the years then ended is presented below:

<TABLE>
<CAPTION>
                                                           2003                    2002
                                                    --------------------------------------------
                                                               Weighted                Weighted
                                                                Average                 Average
                                                               Exercise                Exercise
Options:                                             Shares      Price        Shares     Price
                                                    --------------------------------------------
<S>                                                 <C>        <C>           <C>        <C>
Outstanding, beginning of year                      176,901    $ 14.26       182,901    $ 14.25
Granted                                                  --         --            --         --
Exercised                                           (46,138)     14.29        (3,000)     14.00
Forfeited                                                --      14.00        (3,000)     14.00
                                                    -------                  -------
Outstanding, end of year                            130,763    $ 14.25       176,901    $ 14.26
                                                    =======                  =======
Options exercisable at
  year end                                          129,083                  174,661

</TABLE>

The following table summarizes information about outstanding stock options at
December 31, 2003:


                                       Options Outstanding
                                        Weighted-Average
  Exercise            Number          Remaining Contractual        Options
   Price           Outstanding                Life               Exercisable
  ---------------------------------------------------------------------------
  $14.000            116,775                2.1 years               116,775
   15.938              2,800                7.2 years                 1,120
   16.375             11,188                3.2 years                11,188
                     -------                                        -------
                     130,763                                        129,083
                     =======                                        =======

Note 14:  Postretirement Plan

     The Company has an unfunded noncontributory defined benefit
postretirement health care plan covering all employees who meet the
eligibility requirements.  The Company's funding policy is to make the
minimum annual contribution that is required by applicable regulations, plus
such amounts as the Company may determine to be appropriate from time to
time.

     The Company uses a December 31 measurement date for the plan.
Information about the plan's funded status and pension cost follows:

                                                      2003              2002
                                                  --------------------------
Change in benefit obligation
  Beginning of year                               $    345         $     308
    Service cost                                        24                24
    Interest cost                                       24                22
    Actuarial gain                                     179                 1
    Benefits paid                                      (17)              (10)
                                                  --------------------------
  End of year                                     $    555         $     345
                                                  ==========================

Funded status                                     $   (555)        $    (345)
  Unrecognized net actuarial (gain) loss               170                (9)
  Unrecognized prior service cost                       90                99
                                                  --------------------------
  Accrued benefit cost                            $   (295)        $    (255)
                                                  ==========================

     The Company's discount rate assumption used to determine the benefit
obligation and benefit cost was 6.25% and 7.25% for 2003 and 2002.

Components of net periodic benefit cost:
  Service cost                                    $     24         $      24
  Interest cost                                         24                22
  Amortization of prior service cost                     8                 8
                                                  --------------------------
    Net periodic benefit cost                     $     56         $      54
                                                  ==========================
     For measurement purposes, a 8% and 9% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2003 and 2002,
respectively.  The rate was assumed to decrease gradually to 5% by the year
2006 and remain at that level thereafter.

     Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plans.  A one percentage-point change in
assumed health care cost trend rates would have the following effects:

                                              1-Percentage-     1-Percentage-
                                              Point Increase   Point Decrease
                                              -------------------------------
Effect on total of service and interest
  cost components                              $     17          $      (9)
Effect on postretirement benefit obligation         134               (101)

     On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act") was signed into law.  The Act
introduces a prescription drug benefit under Medicare Part D, as well as a
federal subsidy to sponsors of retiree health care benefit plans that provide
benefits at least actuarially equivalent to Medicare Part D.

     In accordance with FASB Staff Position 106-1, the Company has not
reflected the effects of the Act on the measurements of plan benefit
obligations and periodic benefit costs and accompanying notes.  Specific
authoritative guidance on the accounting for the federal subsidy is pending
and that guidance, when issued, may require the Company to change previously
reported information.

Note 15:  Leases

     The Company leases one branch office and another office previously
operated  as a branch office under operating leases.  The branch office is
rented on a twenty-five year lease with three five-year options with
escalating rental payments.

     The previous branch office is currently on a thirty-month lease which is
renewable for two additional thirty-month terms at the lessee's option.  This
office is being subleased to an unrelated party.  In addition, the lessee is
required to pay the property taxes, normal maintenance and insurance on the
property.  Rental expense for these leases was $58,000 for both of the years
ended December 31, 2003 and 2002.

     Future minimum lease payments under operating leases are:

                                  Lease          Rent from        Net Lease
                                  Payments        Sublease          Payment
                                  ------------------------------------------
 2004                             $     58        $     30         $      28
 2005                                   58              30                28
 2006                                   58              30                28
 2007                                   58              30                28
 2008                                   58              30                28
 Thereafter                            541              50               491
                                  ------------------------------------------
    Total minimum lease payments  $    831        $    200         $     631
                                  ==========================================

Note 16:  Business Industry Segments

     The Company's primary business involves the typical banking services of
generating loans and receiving deposits.  Through PASC, the Company also
provides insurance related services to customers.  The following schedule is
a summary of selected data for the Company's various business segments:

<TABLE>
<CAPTION>

                                Banking    Insurance
                                Services   Services      Company     Eliminations    Total
                              -------------------------------------------------------------
<S>                            <C>         <C>          <C>           <C>         <C>
2003
  Total interest income        $  8,429    $     --     $  8,429      $    --     $  8,429
  Total noninterest income        1,777       1,637        3,414          (75)       3,339
  Total interest expense          2,881          --        2,881           --        2,881
  Total noninterest expense       5,303       1,265        6,568          (75)       6,493
  Income before income tax        2,022         372        2,394           --        2,394
  Provision for income tax          780         144          924           --          924
  Net income                      1,242         228        1,470           --        1,470
  Total assets                  159,926       1,729      161,655       (2,205)     159,450


2002
  Total interest income        $ 10,603    $     --     $ 10,603      $    --     $ 10,603
  Total noninterest income        1,681       1,430        3,111          (65)       3,046
  Total interest expense          4,244          --        4,244           --        4,244
  Total noninterest expense       5,116       1,091        6,207          (65)       6,142
  Income before income tax        2,754         339        3,093           --        3,093
  Provision for income tax        1,071         118        1,189           --        1,189
  Net income                      1,683         221        1,904           --        1,904
  Total assets                  167,591       1,272      168,863       (1,613)     167,250



</TABLE

Note 17:  Earnings Per Share

<TABLE>
<CAPTION>

Earnings per share (EPS) were computed as follows:

                                                        Year Ended December 31, 2003
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>              <C>         <C>
Basic earnings per share
  Income available to common stockholders          $  1,470         763,070     $   1.93
                                                                                ========
Effect of dilutive securities
  Stock options                                                      72,436
  Unearned incentive plan shares                                      5,334
                                                   --------         -------
Diluted earnings per share
  Income available to common stockholders
   and assumed conversions                         $  1,470         840,840     $   1.75
                                                   ========         =======     ========

<CAPTION>
                                                        Year Ended December 31, 2002
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>              <C>         <C>


Basic earnings per share
  Income available to common stockholders          $  1,904         836,872     $   2.28
                                                                                ========
Effect of dilutive securities
  Stock options                                                      69,220
  Unearned incentive plan shares                                      5,390
                                                   --------         -------
Diluted earnings per share
  Income available to common stockholders
   and assumed conversions                         $  1,904         911,482     $   2.09
                                                   ========         =======     ========



</TABLE>

Note 18:  Disclosures about Fair Value of Financial Instruments

     The following table presents estimated fair values of the Company's
financial instruments.  The fair values of certain of these instruments were
calculated by discounting expected cash flows, which involves significant
judgments by management and uncertainties.  Fair value is the estimated
amount at which financial assets or liabilities could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale.  Because no market exists for certain of these financial
instruments and because management does not intend to sell these financial
instruments, the Company does not know whether the fair values shown below
represent values at which the respective financial instruments could be sold
individually or in the aggregate.


<TABLE>
<CAPTION>

                                            December 31, 2003         December 31, 2002
                                         -----------------------------------------------
                                            Carrying     Fair         Carrying     Fair
                                             Amount      Value         Amount      Value
                                         -----------------------------------------------
<S>                                      <C>           <C>          <C>         <C>
Financial assets
  Cash and cash equivalents              $   44,062    $ 44,062     $  32,334   $ 32,334
  Available-for-sale securities               4,200       4,200            --         --
  Held-to-maturity securities                   532         562         1,262      1,329
  Loans held for sale                            --          --         1,658      1,658
  Loans, net of allowance for
    loan losses                             100,772     101,655       122,336    129,720
  Federal Home Loan Bank stock                1,324       1,324         1,227      1,227
  Interest receivable                           493         493           683        683

Financial liabilities
  Deposits                                 126,664      127,412       131,291    132,006
  Federal Home Loan Bank advances           13,000       13,158        15,000     16,647
  Advances from borrowers for taxes
    and insurance                              209          209           265        265
  Interest payable                              51           51            62         62

Unrecognized financial instruments
  (net of contract amount)
  Commitments to originate loans                 --          --            --         --
  Letters of credit                              --          --            --         --
  Lines of credit                                --          --            --         --

</TABLE>

     The following methods and assumptions were used to estimate the fair
value of each class of financial instruments.

     Cash and Cash Equivalents and Federal Home Loan Bank Stock -- The
carrying amount approximates fair value.

     Securities -- Fair values equal quoted market prices, if available.  If
quoted market prices are not available, fair value is estimated based on
quoted market prices of similar securities.

     Loans Held for Sale -- For homogeneous categories of loans, such as
mortgage loans held for sale, fair value is estimated using the quoted market
prices for securities backed by similar loans, adjusted for differences in
loan characteristics.

     Loans -- The fair value of loans is estimated by discounting the future
cash  flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining maturities.
Loans with similar characteristics were aggregated for purposes of the
calculations.  The carrying amount of accrued interest approximates its fair
value.

     Deposits -- Deposits include demand deposits, savings accounts, NOW
accounts, and certain money market deposits.  The carrying amount
approximates fair value.  The fair value of fixed-maturity time deposits is
estimated using a discounted cash flow calculation that applies the rates
currently offered for deposits of similar remaining maturities.

    Advances from Borrowers for Taxes and Insurance -- The carrying amount
approximates fair value.

     Federal Home Loan Bank Advances - Rates currently available to the
Company for debt with similar terms and remaining maturities are used to
estimate the fair value of existing debt.

     Commitments to Originate Loans, Letters of Credit and Lines of Credit --
The fair value of commitments to originate loans is estimated using the fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties.  For fixed-rate loan commitments, fair value also considers
the difference between current levels of interest rates and the committed
rates.  The fair value of letters of credit and lines of credit is based on
fees currently charged for similar agreements or on the estimated cost to
terminate or otherwise settle the obligations with the counterparties at the
reporting date.

Note 19:  Significant Estimates and Concentrations

     Accounting principles generally accepted in the United States of
American require disclosure of certain significant estimates and current
vulnerabilities due to certain concentrations.  Estimates related to the
allowance for loan losses and mortgage servicing rights are reflected in the
footnotes regarding loans and mortgage servicing rights.  Assumptions used in
the postretirement benefit obligation estimate are reflected in the footnote
regarding the postretirement plan.  Current vulnerabilities due to certain
concentrations of credit risk are discussed in the footnote on commitments
and credit risk.

Note 20:  Commitments and Credit Risk

     The Company grants commercial, mortgage and consumer loans and receives
deposits from customers located primarily in Champaign County, Illinois and
surrounding counties.  The Company's loans are generally secured by specific
items of collateral including real property, consumer assets and business
assets.  Although the Company has a diversified loan portfolio, a substantial
portion of its debtors' ability to honor their contracts is dependent upon
economic conditions in the real estate industry in Champaign County.

Commitments to Originate Loans

     Commitments to originate loans are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since a portion of the commitments
may expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements.  Each customer's
creditworthiness is evaluated on a case-by-case basis.  The amount of
collateral obtained, if deemed necessary, is based on management's credit
evaluation of the counterparty.  Collateral held varies, but may include
accounts receivable, inventory, property, plant and equipment, commercial
real estate and residential real estate.

     At December 31, 2003 and 2002, the Company had outstanding commitments
to originate loans aggregating approximately $600,000 and $1,195,000,
respectively.  The commitments extended over varying periods of time with the
majority being disbursed within a one-year period.  Loan commitments at fixed
rates of interest amounted to $600,000 and $538,000 at December 31, 2003 and
2002, respectively, with the remainder at floating market rates.

     Mortgage loans in the process of origination represent amounts that the
Bank plans to fund within a normal period of 60 to 90 days, and which are
intended for sale to investors in the secondary market.  The Company had no
mortgage loans in the process of origination with the intent to sale to
investors at December 31, 2003.  Total mortgage loans in the process of
origination amounted to $538,000 at December 31, 2002, and mortgage loans
held for sale amounted to $1,658,000 at December 31, 2002.

Standby Letters of Credit

     Standby letters of credit are irrevocable conditional commitments issued
by the Company to guarantee the performance of a customer to a third party.
Financial standby letters of credit are primarily issued to support public
and private borrowing arrangements, including commercial paper, bond
financing and similar transactions.  Performance standby letters of credit ar
issued to guarantee performance of certain customers under non-financial
contractual obligations.  The credit risk involved in issuing standby letters
of credit is essentially the same as that involved in extending loans to
customers.  Fees for letters of credit issued after December 31, 2002 are
initially recorded by the Company as deferred revenue and are included in
earnings at the termination of the respective agreements.  Should the Company
be obligated to perform under the standby letters of credit, the Company may
seek recourse from the customer for reimbursement of amounts paid.

     The Company had total outstanding standby letters of credit amounting to
$535,000 and $68,000, at December 31, 2003 and 2002 with terms ranging from
one day to eleven months.  At December 31, 2003 and 2002, the Company's
deferred revenue under standby letters of credit agreements was $0 and $0,
respectively.

Lines of Credit

     Lines of credit are agreements to lend to a customer as long as there is
no violation of any condition established in the contract.  Lines of credit
generally have fixed expiration dates.  Since a portion of the line may
expire without being drawn upon, the total unused lines do not necessarily
represent future cash requirements.  Each customer's creditworthiness is
evaluated on a case-by-case basis.  The amount of collateral obtained, if
deemed necessary, is based on management's credit evaluation of the
counterparty.  Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, commercial real estate and
residential real estate.  Management uses the same credit policies in
granting lines of credit as it does for on-balance-sheet instruments.

     At December 31, 2003, the Bank had granted unused lines of credit to
borrowers aggregating approximately $3,100,000 for mortgage lines, $3,798,000
for commercial lines, and $5,921,000 for open-end consumers lines,
respectively.  At December 31, 2002, unused lines of credit to borrowers
aggregated approximately $1,729,000 for mortgage lines, $4,667,000 for
commercial lines and $3,733,000 for open-end consumer lines.

Other Credit Risks

     The Company has a concentration of funds on deposit with the Federal
Home Loan Bank totaling $39,674,000 and $22,318,000 at December 31, 2003 and
2002.

General Litigation

     The Company and subsidiary are also subject to claims and lawsuits which
arise primarily in the ordinary course of business.  It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated
financial position of the Company.

Note 21 - Condensed Financial Information (Parent Company Only)

     Presented below is condensed financial information as to financial
position, results of operations and cash flows of the Company:


                          Condensed Balance Sheets
                              (in thousands)

December 31                                          2003               2002
-----------------------------------------------------------------------------
ASSETS

Cash                                        $          28      $          31
Interest-bearing demand deposits                      722                723
                                            --------------------------------
     Cash and cash equivalents                        750                754

Investment in common stock of subsidiary           12,240             11,607
Loans                                               4,582              6,721
Other                                                 259                183
                                            --------------------------------
     Total assets                           $      17,831      $      19,265
                                            ================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES

Liabilities                                 $         195      $         327
Stockholders' equity                               17,636             18,938
                                            --------------------------------
     Total liabilities and
      stockholders' equity                  $      17,831      $      19,265
                                            ================================



                         Condensed Statements of Income
                                (in thousands)

Years Ended December 31                              2003               2002
----------------------------------------------------------------------------
Income
 Dividends from subsidiary                  $         800      $         400
 Interest income from loans                           447                607
 Other income                                           2                  5
                                            --------------------------------
   Total income                                     1,249              1,012

Expenses
 Other expenses                                       357                359
                                            --------------------------------
Income before income tax and equity
 in undistributed income of subsidiary                892                653

Provision for income taxes                             36                 81
                                            --------------------------------
Income before equity in undistributed
 income of subsidiary                                 856                572

Equity in undistributed income
 of subsidiary                                        614              1,332
                                            --------------------------------
   Net income                               $       1,470      $       1,904
                                            ================================


                         Condensed Statements of Cash Flows
                                 (in thousands)

                                                     2003               2002
----------------------------------------------------------------------------
Operating Activities
Net income                                  $       1,470      $       1,904
Items not requiring (providing) cash
 Incentive plan expense                                 4                  7
 Equity in undistributed income of
   subsidiary                                        (614)            (1,332)
 Net changes in:
  Other assets                                        157                 68
  Other liabilities                                  (125)                59
                                            --------------------------------
    Net cash provided by
      operating activities                            892                570
                                            --------------------------------
Investing Activities - net
 collections of loans                               2,139                854
                                            --------------------------------
Financing Activities:
 Proceeds from stock options exercised                511                 42
 Purchase of treasury stock                        (3,203)            (1,206)
 Dividends paid                                      (343)              (373)
                                            --------------------------------
     Net cash used in
      financing activities                         (3,035)            (1,537)
                                            --------------------------------
Decrease in Cash and Cash Equivalents                  (4)              (113)

Cash and Cash Equivalents, Beginning
  of Period                                           754                867
                                            --------------------------------
Cash and Cash Equivalents, End of
  Period                                    $         750      $         754
                                            ================================




GREAT AMERICAN BANCORP, INC.
SHAREHOLDER INFORMATION

Stock Listing and Price Information

     The Company's common stock trades on the Nasdaq SmallCap Market under
the symbol "GTPS".  At December 31, 2003, 756,003 shares of the Company's
common stock were held of record by 296 persons or entities, not including
the number of persons or entities holding stock in nominee or street name
through various brokers or banks.

     The following schedule shows the high and low bid prices for each of the
quarters in the years ended December 31, 2003 and 2002:

                Quarter Ended:             High        Low
              ------------------          ------      ------
             March 31, 2002               21.70	       19.00
             June 30, 2002                23.59       20.25
             September 30, 2002           26.00       22.30
             December 31, 2002            32.82       23.89
             March 31, 2003               30.99	       28.02
             June 30, 2003                31.00       29.69
             September 30, 2003           34.10       28.30
             December 31, 2003            35.49       33.59


     At December 31, 2003 the closing price of a common share was $35.01.
This information was provided by The NASDAQ Stock Market.  Such  prices do
not necessarily reflect retail markups, markdowns, or commissions.  During
the years ended December 31, 2003 and 2002, the Company declared dividends as
follows:

  Date Declared          Record Date          Payable Date        Amount
----------------      -----------------    -----------------      ------
February 11, 2002    March 15, 2002         April 1, 2002           .11
May 13, 2002         June 14, 2002          July 1, 2002            .11
August 12, 2002      September 13, 2002     October 1, 2002         .11
November 18, 2002    December 13, 2002      January 2, 2003         .11
February 10, 2003    March 14, 2003         April 1, 2003           .11
May 12, 2003         June 13, 2003          July 1, 2003            .11
August 11, 2003      September 15, 2003     October 1, 2003         .11
November 10, 2003    December 15, 2003      January 2, 2004         .11
                                                                 -------
                                                                 $  .88
                                                                 =======



Investor Information

     Stockholders, investors and analysts interested in additional
information may contact:

            Jane F. Adams
            Chief Financial Officer
            Great American Bancorp, Inc.
            1311 S. Neil Street
            Champaign, IL  61820

Annual Report on Form 10-KSB

     A copy of the annual report on Form 10-KSB for the fiscal year ended
December 31, 2003, which has been filed with the Securities and Exchange
Commission is available to stockholders (excluding exhibits) at no charge,
upon written request to the above address.

Corporate Counsel

            Muldoon Murphy Faucette & Aguggia LLP
            5101 Wisconsin Avenue N.W.
            Washington, D C  20016

Independent Accountants

            BKD, LLP
            225 N. Water, Suite 400
            Decatur, IL  62525

Annual Meeting of Stockholders

     The Annual Meeting of Stockholders of Great American Bancorp, Inc. will
be held at 9:30 a.m. April 27, 2004 at:

            First Federal Savings Bank of Champaign-Urbana
            1311 S. Neil Street
            Champaign IL  61820

     Shareholders are welcome to attend.

Stock Transfer Agent and Registrar

     Inquiries regarding stock transfer, registration, lost certificates or
changes in name and address should be directed to the transfer agent and
registrar:

            Computershare Investor Services
            350 Indiana Street, Suite 800
            Golden, CO  80401
            (303) 262-0600

GREAT AMERICAN BANCORP, INC.
DIRECTORS AND EXECUTIVE OFFICERS

Great American Bancorp, Inc. Directors and Executive Officers

  Ronald E. Guenther, Chairman of the Board of the Company
    Athletic Director, University of Illinois

  Clinton C. Atkins, Director
    Chairman of Hobbico Inc., a hobby retailer and supplier, and owner of The
      Atkins Group, North Point Development, all real estate concerns.

  Ronald Kiddoo, Director
    Chairman of the Board and Chief Investment Officer, Cozad Asset
      Management, Inc., an investment advisory concern.

  George R. Rouse, Director
    President and Chief Executive Officer of the Company

  Jack B. Troxell, Director
    Owner and President of C-U Liquors LTD, retail beverage stores.

  Jane F. Adams
    Chief Financial Officer, Secretary and Treasurer of the Company


First Federal Savings Bank Directors and Executive Officers

  Jack B. Troxell, Director and Chairman of the Board of the Bank*
    Owner and President of C-U Liquors LTD, retail beverage stores.

  Craig Bazzani, Director
    Vice President - Foundation Advancement, University of Illinois

  Ronald E. Guenther, Director*
    Athletic Director, University of Illinois

  John Z. Hecker, Director
    Partner, Stipes Publishing, LLC, book publishing.

  Ronald Kiddoo, Director*
    Chairman of the Board and Chief Investment Officer, Cozad Asset
      Management,Inc., an investment advisory concern.

  Michael J. Martin, Director*
    General Manager, The Atkins Group, real estate development.

  George R. Rouse, Director*
    President and Chief Executive Officer of the Bank

  Jane F. Adams
    Senior Vice President - Finance, Secretary-Treasurer of the Bank

  Mark D. Piper
    Senior Vice President - Operations of the Bank

  Melinda K. Waller
    Senior Vice President - Deposit Acquisitions of the Bank

  Paul D. Wilson
    Senior Vice President - Lending of the Bank

  Larry Grill
    Investment Representative
    UMB Scout Brokerage Services, Inc.
    Member NASD/SIPC

         * Also Director of Park Avenue Service Corporation.

Park Avenue Service Corporation Officers

  George R. Rouse
    President

  Jane F. Adams
    Secretary and Treasurer

  Michael Tennant
    President, GTPS Insurance Agency

  Gerald Cox
    Senior Vice President, GTPS Insurance Agency







                                  EXHIBIT 14.0

                          GREAT AMERICAN BANCORP, INC.

                      Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct (the "Code") represents an overview
of the corporate policies that should govern the actions of all employees,
officers and directors of GREAT AMERICAN BANCORP, INC. and its subsidiaries.
It is not a replacement for policies and procedures that address the
specifics of our business or which may impose stricter or more detailed
requirements. No code of conduct can cover every potential situation.  The
Code is designed to provide written standards to promote honest and ethical
conduct, compliance with law and a vehicle for prompt internal reporting and
accountability to assume adherence to the Code.  It is, therefore, your
responsibility to apply the principles set forth in this Code in a
responsible fashion and with the exercise of good business judgment.

Certain parts of this Code may apply specifically to "executive officers."
Executive officer means a member of the Company's or its subsidiaries'
management so designated by resolution of the Board of Directors.

The policies and procedures contained in this Code do not constitute a legal
contract and may be changed, modified or discontinued from time to time
without notice (except as required by law) and in the sole discretion of
GREAT AMERICAN BANCORP, INC.  Failure to adhere to these policies and
procedures may result in disciplinary action up to and including dismissal.

Except as otherwise provided by written agreement or applicable law, persons
employed by the Company or its subsidiaries are employed at will, and the
Company reserves the right to take employment action, including termination,
at any time for any reason without notice.

                              TABLE OF CONTENTS
FINANCIAL POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  Use of Company Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  Authority to Make Commitments. . . . . . . . . . . . . . . . . . . . . . . 1
  Bribes and Other Illegal Corporate Payments. . . . . . . . . . . . . . . . 1
  Relations with Government Employees. . . . . . . . . . . . . . . . . . . . 1
  Integrity of Records and Reports . . . . . . . . . . . . . . . . . . . . . 2
  Reports to Management. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  Payments and Disbursements . . . . . . . . . . . . . . . . . . . . . . . . 2
  Cash Deposit and Bank Accounts . . . . . . . . . . . . . . . . . . . . . . 2
  Cooperation with Inquiries . . . . . . . . . . . . . . . . . . . . . . . . 2

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  Ownership in Other Businesses. . . . . . . . . . . . . . . . . . . . . . . 3
  Outside Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  Disclosure Required - When in Doubt, Ask!. . . . . . . . . . . . . . . . . 3

ACCEPTING GIFTS AND GRATUITIES . . . . . . . . . . . . . . . . . . . . . . . 4
  Accepting Things of Value. . . . . . . . . . . . . . . . . . . . . . . . . 4
  Permitted Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

CORPORATE OPPORTUNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

EQUAL EMPLOYMENT OPPORTUNITY, HARASSMENT AND SEXUAL HARASSMENT. . . . . . . 5
  Equal Employment Opportunity . . . . . . . . . . . . . . . . . . . . . . . 5
  Harassment Prohibited. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
  What Constitutes Sexual Harassment . . . . . . . . . . . . . . . . . . . . 5
  Obligation to Report . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  No Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ILLEGAL AND IMPAIRING SUBSTANCES . . . . . . . . . . . . . . . . . . . . . . 6

WORKPLACE VIOLENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

MARKETING PRACTICES AND ANTITRUST. . . . . . . . . . . . . . . . . . . . . . 7
  Marketing Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  Antitrust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

COMPUTER NETWORKS, VOICE MAIL, E-MAIL AND THE INTERNET . . . . . . . . . . . 8
  Company Property and Privacy . . . . . . . . . . . . . . . . . . . . . . . 8
  Authorized Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
  Prohibited Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 9
  What is Confidential Information?. . . . . . . . . . . . . . . . . . . . .10
  Non-Disclosure and Non-Use . . . . . . . . . . . . . . . . . . . . . . . .10
  Privacy of Customer Information. . . . . . . . . . . . . . . . . . . . . .11
  Public Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
  Proper Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

EXAMINATIONS, GOVERNMENT INVESTIGATIONS AND LITIGATION . . . . . . . . . . .12
  Regulatory Examinations. . . . . . . . . . . . . . . . . . . . . . . . . .12
  Government Investigations. . . . . . . . . . . . . . . . . . . . . . . . .12
  Penalties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
  Preservation of Records. . . . . . . . . . . . . . . . . . . . . . . . . .12

DETAILED POLICIES AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . .13

ADMINISTRATION OF THE CODE OF ETHICS AND BUSINESS CONTACT. . . . . . . . . .13
  How to Ask a Question. . . . . . . . . . . . . . . . . . . . . . . . . . .13
  How to Report a Violation (Other than Violations Involving Accounting,
    Internal Controls or Auditing Matters. . . . . . . . . . . . . . . . . .14
  How to Report a Violation Involving Accounting, Internal Controls or
    Auditing Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
  Follow-up to the Report of a Violation . . . . . . . . . . . . . . . . . .14
  Determining Whether a Violation has Occurred . . . . . . . . . . . . . . .14
  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
  No Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
  Consequences of a Violation. . . . . . . . . . . . . . . . . . . . . . . .15
  Prior Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
  Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
  Updates and Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . .16

CONTACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
  To Ask Questions and/or to Report Violations . . . . . . . . . . . . . . .16
  Key Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

APPENDIX A
  Procedures for Complaints Regarding Accounting, Internal Controls
    and Auditing Matters

NOTE: Throughout the Code of Ethics and Business Conduct, the term "Company"
refers to GREAT AMERICAN BANCORP, INC. and/or any subsidiaries in which an
employee works, depending on context.


                             FINANCIAL POLICIES
Use of Company Assets

The Company's assets are to be used exclusively in the pursuit of the
Company's business except for minimal personal use authorized by your
supervisor in accordance with other Company policies. The Company's assets
include equipment, facilities, supplies, services such as telephones and
computer networks, and the time and efforts of its employees.  You should not
use Company assets for personal gain or convenience, or make Company assets
available for the gain or convenience of anyone else, or for any purpose
other than conducting the Company's business unless you have management
authorization to do so.
Authority to Make Commitments

Only specific employees are authorized to make financial or other commitments
on behalf of the Company. Commitments might be such things as approving a
loan or other extension of credit, ordering equipment or materials,
authorizing business travel, approving payment of an invoice or expense
report, authorizing budgets or budget overruns, signing leases or other
contracts, selling Company assets, settling litigation or other claims,
borrowing money, setting compensation or employee benefits, making charitable
contributions and other transactions. These authorizations are in writing and
are governed by corporate policies. You should not make a Company commitment
unless you have the authority to do so.
Bribes and Other Illegal Corporate Payments

The use of Company funds for payments to any individual, company or
organization for the purpose of obtaining favorable treatment in securing
business or other special considerations is prohibited. This policy does not
prohibit normal and customary business expenses such as reasonable
entertainment, trade organization dues or similar expenses that are allowed
by applicable Company policies, which must be properly reported on an
appropriate expense report form.
Relations with Government Employees

The U.S. government has various regulations prohibiting government personnel
from accepting entertainment, gifts, gratuities or other business courtesies
that may be acceptable in the private commercial sector. All Company
employees who may have to make these sorts of judgments must understand and
comply with the letter and intent of such regulations.
Integrity of Records and Reports

The Company's accounting records are relied upon to produce reports to the
Company's management, shareholders, government agencies and others. All
Company accounting records and reports produced from those records shall be
kept and presented in a timely fashion and in accordance with the laws of
each applicable jurisdiction.  Such records and reports must accurately and
fairly reflect in reasonable detail the Company's assets, liabilities,
revenues and expenses.

Responsibility for accurate and complete financial records does not rest
solely with the Company's accounting employees. All employees involved in
approving transactions, supplying supporting information for transactions and
determining account classifications have responsibility for complying with
our policies.
Reports to Management

The same high standards required in the Company's external reporting apply to
financial reports to management. Accruals and estimates included in internal
reports (such as business plans, budgets and forecasts) shall be supported by
appropriate documentation and based on good-faith judgment.
Payments and Disbursements

All payments made by or on behalf of the Company must be documented in the
accounting records with appropriate approval(s) and an adequate description
of the business purpose of the disbursement.
Cash Deposits and Bank Accounts

All cash received by the Company shall be promptly recorded in the accounting
records and deposited in a bank account properly authorized by the Company.
All bank accounts and other cash accounts shall be clearly and accurately
recorded in the accounting records. No unrecorded accounts, funds or assets
shall be established for any purpose.
Cooperation with Inquiries

Employees shall provide complete and accurate information in response to
inquiries from the Company's internal and outside independent auditors as
well as the Company's legal counsel.

                 POLITICAL CONTRIBUTIONS AND ACTIVITIES

No Company funds or assets, including the work time of any employee, may be
contributed, loaned or made available, directly or indirectly, to any
political party or to the campaign of any candidate for a local, state or
federal office.

                         CONFLICTS OF INTEREST

You must carry out your professional responsibilities with integrity and with
a sense of loyalty to the Company.  You must avoid any situation that
involves a possible conflict or an appearance of a conflict of interest
between your personal interests and the interests of the Company.  Knowingly
acting in a manner that presents a conflict between your personal interests
and the best interests of the Company is a violation of this Code.

A conflict of interest cannot be defined precisely, only illustrated. The
basic factor that exists in all conflict situations is a division of loyalty
between the Company's best interests and the personal interest of the
individual. Many, but not all, conflict situations arise from personal
loyalties or personal financial dealings. It is impossible to list every
circumstance giving rise to a possible conflict of interest, but the
following illustrates the types of situations that may cause conflicts.
Family Members

A conflict of interest may exist when the Company does business with or
competes with an organization in which a family member has an ownership or
employment interest.  "Family members" include a spouse, parents, children,
siblings and in-laws.  You may not conduct business on behalf of the Company
with family members or an organization with which you or a family member is
associated unless you receive prior written approval under this Code.
Ownership in Other Businesses

You cannot own, directly or indirectly, a significant financial interest in
any business entity that does business with or is in competition with the
Company unless you receive prior written approval under this Code.  As a
guide, "a significant financial interest" is defined as ownership by an
employee and/or family members of more than 1% of the outstanding
securities/capital value of a corporation or that represents more than 5% of
the total assets of the employee and/or family members.
Outside Employment

Employees must keep outside business activities, such as a second job or
self-employment, completely separate from the employee's activities with the
Company.  Employees may not use Company assets, facilities, materials, or
services of other employees for outside activities unless specifically
authorized by the Company, such as for certain volunteer work.
Disclosure Required - When in Doubt, Ask!

You should avoid any actual or apparent conflict of interest.  Conflicts can
arise unexpectedly and prompt disclosure is critically important.  Employees
must disclose existing or emerging conflicts of interest (including personal
relationships that could reasonably be considered to create conflicts) to
their manager and follow the guidance provided.  Executive officers and
directors must disclose existing or emerging conflicts of interest to the
Chief Executive Officer.

                       ACCEPTING GIFTS AND GRATUITIES
Accepting Things of Value

Except as provided below, you may not solicit or accept for yourself or for a
third party anything of value from anyone in return for any business, service
or confidential information of the Company.  Things of value include gifts,
meals, favors, services and entertainment.  The purpose of this policy is to
ensure that the Company's business is safeguarded from undue influence of
bribery and personal favors.

The solicitation of and acceptance of things of value is generally prohibited
by the Bank Bribery Act.  Violations may be punished by fines and
imprisonment.
Permitted Transactions

The following transactions are permitted and will be considered as exceptions
to the general prohibition against accepting things of value:

  -  Acceptance of gifts, gratuities, amenities or favors based on family
     or personal relationships when the circumstances make clear that it is
     those relationships, rather than the business of the Company, that are
     the motivating factors;

  -  Acceptance of meals, refreshments, travel arrangements, accommodations
     or entertainment, all of a reasonable value, in the course of a meeting
     or other occasion, the purpose of which is to hold bona fide business
     discussions or to foster better business relations, provided that the
     expense would be paid for by the Company as a reasonable business
     expense if not paid for by another party;

  -  Acceptance of advertising or promotional material of reasonable value,
     such as pens, pencils, note pads, key chains, calendars and similar
     items;

  -  Acceptance of discounts or rebates on merchandise or services that do
     not exceed those available to other customers;

  -  Acceptance of gifts of reasonable value related to commonly recognized
     events or occasions, such as a promotion, new job, wedding, retirement,
     birthday or holiday; or

  -  Acceptance of civic, charitable, education or religious organizational
     awards for recognition of service and accomplishment.
Other Transactions

 If you are offered or receive something of value beyond what is permitted in
this Code, you must obtain prior approval before you may accept or keep it.
Transactions other than those described above may be approved so long as
approval is consistent with the Bank Bribery Act.  If you are at all
uncertain as to whether you may accept something of value, do not hesitate to
ask.

                        CORPORATE OPPORTUNITIES

 Directors and officers of the Company stand in a fiduciary relationship to
the Company.  It is a breach of this duty for any such person to take
advantage of a business opportunity for his or her own personal profit or
benefit when the opportunity is within the corporate powers of the Company
and when the opportunity is of present or potential practical advantage to
the Company, unless the Board of Directors knowingly elects not to avail
itself of such opportunity and the director's or officer's participation is
approved in advance by the Board.  It is the policy of the Company that no
director or executive officer appropriate a corporate opportunity without the
consent of the Board of Directors.

         Equal Employment Opportunity, Harassment and Sexual Harassment
Equal Employment Opportunity

 It is the policy of the Company to provide equal employment opportunity in
full compliance with all federal, state and local equal employment
opportunity laws and regulations.
Harassment Prohibited

 The Company is committed to providing a work environment where all employees
work free from harassment because of race, color, religion, age, gender,
sexual orientation, national origin, disability or any characteristic
protected by applicable law.  The Company will not tolerate harassment by
employees, supervisors, customers or others.

 Our policy is essentially based on common sense: all employees should treat
each other with respect and courtesy.  Harassment in any form - including
verbal and physical conduct, visual displays, threats, demands and
retaliation - is prohibited.
What Constitutes Sexual Harassment

The Equal Employment Opportunity Commission has guidelines that define sexual
harassment as unwelcome sexual advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature when:

  -  Submission to such conduct is made either explicitly or implicitly a
     term or condition of an individual's employment, or used as the basis
     for employment decisions affecting such individual; or

  -  Such conduct creates an intimidating, hostile or offensive working
     environment.

Sexual harassment can involve either a tangible employment action or a
hostile work environment.  Sexual harassment includes more than overt
physical or verbal intimidation.  Lewd or vulgar remarks, suggestive
comments, posters, pictures and calendars, pressure for dates and sexual
favors, and unacceptable physical contact are examples of what can constitute
harassment.

It is important to realize that what may not be offensive to you may be
offensive to others.  You should consider carefully the effect of your words
and actions on others, and should not assume that another employee's failure
to object means that the employee welcomes the behavior at issue.

The Company as a general matter does not seek to regulate the private social
behavior of employees.  However, intimate relationships between supervisors
and employees whom they directly supervise are discouraged.  Because of the
undesirable workplace repercussions that they may have, any such ongoing
relationship should be disclosed to the supervisor's department head.  All
employees should understand that no one at the Company has the authority to
offer job benefits or threaten job disadvantages based on the provision of
sexual favors.

Sexual harassment also can occur among co-workers or result from behavior by
contractors or other non-employees who have reason to interact with Company
employees.  Our policy extends to these circumstances as well.
Obligation to Report

Any employee who has reason to believe that he/she is being harassed must
promptly report the harassment.  The official procedure for reporting
violations or suspected violations of this policy is located below in this
Code under the Heading "How to Report a Violation."  Do not allow an
inappropriate situation to continue by not reporting it, regardless of who is
creating the situation.
Investigations

As set forth in "Administration of the Code of Ethics and Business Conduct,"
set forth below, the Company will promptly investigate allegations of
harassment and, to the extent possible, conduct such investigations
confidentially.  Any employee who is found to have violated this policy is
subject to discipline or discharge.
No Retaliation

The Company will not tolerate retaliation in any form against an employee who
has, in good faith, reported an incident of harassment, and employees should
not fear that such a report will endanger his/her job.

                     ILLEGAL AND IMPAIRING SUBSTANCES

You may not possess, use, sell, distribute or be under the influence of
illegal drugs while on Company property or while conducting Company business
anywhere.  Such behavior is a violation of Company policy in addition to
being a violation of the law.

When reporting for work and throughout the work day, you must be fit for duty
at all times and, in particular, not pose a safety hazard to yourself or
others through your use of alcohol or other legal, but impairing, substances.

                             WORKPLACE VIOLENCE

The Company expressly prohibits any acts of violence or threats of violence
by any Company employee against any other person in or about Company
facilities or in connection with the conduct of Company business elsewhere at
any time.

You are prohibited from possessing firearms while on Company property or
while conducting Company business anywhere at any time unless authorized by
the Company.

                       MARKETING PRACTICES AND ANTITRUST
Marketing Practices

The Company's products and services must be sold fairly and honestly.  You
should not attempt to take advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair practice. Many of the products and services
provided by the Company are subject to laws and regulations that specify the
information that must be provided to the Company's customers.  It is the
policy of the Company to comply fully with these disclosure requirements.
Antitrust

The antitrust laws are intended to foster free and open competition and it is
important that the Company comply with the letter and the spirit of such
laws.  Agreements that reduce business competition are a core concern of the
antitrust laws and violations may result in severe civil and criminal
penalties to the Company and to individuals.  Antitrust laws pertain to
dealings with customers and suppliers as well as competitors.

In some cases, depending on the circumstances, the antitrust laws prohibit
discussions among competitors about competitively sensitive subjects.  The
most serious antitrust violations are agreements among competitors that
directly restrict competition among them.

These include agreements:

  -  To raise, lower or stabilize prices;

  -  To divide the areas in which they will do business or the customers they
     will serve; or

  -  To refuse to deal with certain customers or suppliers.

Conduct intended to drive a competitor out of business may also violate
antitrust laws.  It is the policy of the Company to fully comply with all
applicable antitrust laws.

Antitrust is a complex area of the law and violations have serious
consequences for the Company and for individuals personally.  The Company's
legal counsel should be consulted with any questions.

             Computer Networks, Voice Mail, E-mail and the Internet

Many Company employees depend on access to computer networks, voice mail, e-
mail and/or the Internet to do their jobs.  These tools come with risks and
responsibilities that all employees must understand and accept.

You must use these resources only for the business activities of the Company
(except as described under "Authorized Uses" below) and:

  -  Properly identify yourself in electronic communication;

  -  Use only your own password and user ID to gain access to systems or
     data;

  -  Accept full personal responsibility for the activities undertaken with
     your password and user ID;

  -  Delete e-mail, voice mail and other electronic files in accordance with
     applicable record retention policies; and

  -  Comply with the computer security policies of the Company and conduct
     yourself in a manner that protects the Company from damage, theft, waste
     and violations of the law, including:

      -  Protecting against exposure to potentially destructive elements,
         intentional (viruses, sabotage, etc.) or unintentional (bugs); and

      -  Protecting against unauthorized access to Company information or
         resources (hacking).

Company Property and Privacy

Computer networks and electronic communications systems, and all messages and
log files generated on or handled by them (including back-up copies), are
considered to be the property of the Company.

There should be no expectation of privacy in these electronic interactions.
The Company may monitor the content of your electronic communications or
monitor the content of server log files to review what Web sites or other
Internet locations you have visited and what files you may have sent or
received.  Computer networks, e-mail systems, voice mail systems and server
logs are monitored regularly to support routine and non-routine activities
such as operations, maintenance, auditing, security and investigations.  You
should also keep in mind that, as a matter of law, the Company may be called
upon to turn over this information to law enforcement and private litigants.

You may not intercept or disclose, or assist in intercepting or disclosing,
electronic communications or Internet activity except as specifically
provided above and only then with appropriate authorization.

Authorized Uses

Company computer networks, e-mail and voice mail systems and Internet access
generally must be used only for Company business activities.  Incidental
personal use is permitted if it:

  -  Doesn't preempt or interfere with any Company business activity or with
     employee productivity; and

  -  Consumes only a trivial amount of Company resources.

Incidental personal use is subject to the same policies as business use.

Prohibited Uses

Under no circumstances should Company computer networks, e-mail and voice
mail systems or Internet access be used:

  -  For any illegal activity;

  -  To communicate offensive sexual, racial or other remarks, jokes, slurs
     and obscenities;

  -  For private business, commercial or solicitation activities;

  -  For chain-letter communications of any kind;

  -  For charitable endeavors that are not Company-sponsored or authorized,
     including any fundraising;

  -  For gambling; or

  -  For pornography.

Additional uses may be prohibited or limited by other provisions of this Code
or by other Company policies.

                         Confidential Information

Many employees learn confidential Company information in the course of their
jobs and use it to perform important functions.  It is vitally important that
all employees handle confidential information properly.

There are two major concerns:

  -  Preventing the release of unauthorized or inappropriate information that
     might adversely affect the Company's business; and

  -  Avoiding violations of the law, particularly the securities laws
     relating to disclosure of material financial information before the
     information is made public.

What is Confidential Information?

What follows is not a complete list of what is considered to be confidential
information, but it illustrates what is typically confidential unless it has
been disclosed by the Company in a securities filing, press release, or other
authorized formal or official public communication:

  -  Financial results, budgets or forecasts;

  -  Business plans, operating plans, strategy statements, memos, operating
     manuals, organization charts and other internal communications;

  -  Company investments, acquisitions or divestitures;

  -  New products, processes or designs;

  -  Whether a product or business is meeting financial or other
     expectations;

  -  Business relationships or the terms of any business arrangement,
     including prices paid or received by the Company;

  -  Customer data such as customer names and addresses or any confidential
     personal or business information of the customer;

  -  Advertising and marketing plans and campaigns;

  -  Wages and salaries, bonus or compensation plans, notices to employees or
     unannounced personnel changes; and

  -  Personal information about any employee.

In general, if information about the Company has not been made public by the
Company, it should be treated as confidential.

Non-Disclosure and Non-Use

You may not disclose to unauthorized persons or use for your own personal
advantage or profit, or the advantage or profit of another, any confidential
information that you obtain as a result of your position with the Company.
This includes not only financial analysts and the press, but also business
associates, family members and personal friends.  It is a serious mistake to
disclose such information to anyone simply because you are confident that
that person will neither try to benefit from it nor disclose it to others.

Your obligations not to disclose the Company's confidential information and
not to use it for unauthorized purposes continue after your affiliation with
the Company ends.

Privacy of Customer Information

The Company is entrusted with important information about individuals and
businesses.  It is essential that you respect the confidential nature of this
information.  The Company is legally obliged to protect the privacy of a
consumer's personal financial information.  The Company's privacy practices
are set out in a privacy policy that is circulated to our customers and made
available to the public.  All employees are expected to adhere to the
Company's privacy policy.

Public Disclosures

You may be asked for information about the Company by the media, trade
groups, consultants and others collecting information for various purposes.
You should not make public statements on behalf of the Company or provide
confidential information in response to external inquiries unless you have
been authorized to do so.

Proper Disclosures

Some employees must disclose confidential Company information as a part of
their job responsibilities.  This policy on confidential information is not
intended to prohibit such authorized disclosures.

A few examples of situations in which confidential information might properly
be disclosed are:

  -  Disclosure of operational data to vendors or consultants in connection
     with providing services to the Company;

  -  Participation in legitimate and authorized industry surveys;

  -  Providing data to governmental agencies as part of required filings; or

  -  An authorized employee responding to media or financial analyst
     inquiries.

You should be certain that you understand what you have been authorized to
disclose, and to whom, prior to disclosing any confidential information.

"Inside" Information and Insider Trading

You must not trade in the Company's stock when you have material information
about the Company that is not yet public.  Material information is
information that would reasonably be expected to either (1) affect the price
of securities issued by the Company or (2) be important to an investor in
deciding whether to buy, sell or hold securities issued by the Company.
Furthermore, you must not communicate material non-public information to
persons outside the Company so that they may profit from transactions in the
Company's securities.

Engaging in insider trading, or providing confidential information that is
used in insider trading, is illegal and can result in substantial fines and
criminal penalties to you.

The Company maintains a policy on insider trading that provides more complete
guidance on this subject, including rules on trading in Company securities by
executive officers, directors and employees who have access to certain
financial information.

You should call the Corporate Secretary with any questions about buying or
selling of Company stock.

             Examinations, Government Investigations and Litigation

Regulatory Examinations

The Company and its subsidiaries are subject to examination by federal
banking regulators.  It is Company policy to cooperate fully with the
Company's regulators.

Government Investigations

It is Company policy to cooperate with reasonable and valid requests by
federal, state or local government investigators.  At the same time, the
Company is entitled to all the safeguards provided in the law for persons
under investigation, including representation by legal counsel.

Accordingly, if a government investigator requests an interview with you,
seeks information or access to files, or poses written questions, he/she
should be told that you must first consult with the Company's legal counsel.
You should immediately contact the Chief Executive Officer, who will then
provide advice as to further action.

Penalties

You should be aware that criminal sanctions could be imposed upon any person
who submits false or misleading information to the government in connection
with any regulatory examination or government investigation.  Full
cooperation and proper legal supervision of any response in connection with a
regulatory examination or government investigation is essential from both
corporate and individual viewpoints.

Litigation

In the event any litigation is begun or threatened against the Company,
notify the Chief Executive Officer immediately, even if the action or threats
appear to be without merit or insignificant.

Preservation of Records

All records relating to the business of the Company shall be retained as
required by the Company's record retention guidelines.  Notwithstanding such
guidelines, under no circumstances shall any records known to be the subject
of or germane to any anticipated, threatened or pending lawsuit, governmental
or regulatory investigation, or bankruptcy proceeding be removed, concealed
or destroyed.

                    Detailed Policies and Procedures

This Code does not contain all of the policies of the Company or all of the
details of the policies that are included.  The Company has written policies
and procedures that provide more information on some of the topics in this
Code of Ethics and Business Conduct.

Talk to your supervisor about the Company's policies and procedures that you
are responsible for following in your job and make sure that you have
reviewed and understand them.

         Administration of the Code of Ethics and Business Conduct

Every Employee Has an Obligation to:

  -  Comply with this Code of Ethics and Business Conduct, which prohibits
     violation of local, state, federal or foreign laws and regulations
     applicable to our businesses, and requires compliance with all Company
     policies;

  -  Be familiar with laws and Company policies applicable to his/her job and
     communicate them effectively to subordinates;

  -  Ask questions if a policy or the action to take in a specific situation
     is unclear;

  -  Be alert to indications and/or evidence of possible wrongdoing; and

  -  Report violations and suspected violations of this Code of Ethics and
     Business Conduct to the appropriate person as described in "How to
     Report a Violation" below and elsewhere in this Code.

The Company's managers have a particular responsibility to notice and
question incidents, circumstances and behaviors that point to a reasonable
possibility that a violation of this Code has occurred.  A manager's failure
to follow up on reasonable questions is, in itself, a violation of Company
policy.

How to Ask a Question

Whenever possible, an employee should work with his/her immediate supervisor
to get answers to routine questions.

If a supervisor's answer does not resolve a question or if an employee has a
question that he/she cannot comfortably address to his/her supervisor, he/she
should go to the Chief Executive Officer.

Executive officers and directors may bring any questions to the Chief
Executive Officer or the Chairman of the Audit Committee.

How to Report a Violation (Other than Violations Involving Accounting,
Internal Controls or Auditing Matters)

Any employee having information about a violation (or suspected violation) of
this Code should report the violation in writing to the Chief Executive
Officer.

Executive officers and directors may submit any reports of violations (or
suspected violations) of this Code in writing to the Chief Executive Officer
or the Chairman of the Audit Committee.

If the violation involves the Chief Executive Officer or the Chairman of the
Audit Committee, then the employee should report the violation by informing
the Chief Financial Officer.

How to Report a Violation Involving Accounting, Internal Controls or Auditing
Matters

Concerns regarding questionable accounting, internal control or auditing
matters should be handled under the procedures for confidential, anonymous
submissions established by the Audit Committee and set forth in Appendix A.

Follow-up to the Report of a Violation

The Chief Executive Officer may arrange a meeting with the employee to allow
the employee to present a complete description of the situation.  The Chief
Executive Officer will take the matter under consideration, including
undertaking any necessary investigation or evaluation of the facts related to
the situation and, after consultation with the Chief Financial Officer, shall
render a written decision, response or explanation as expeditiously as
possible.  Individuals who are alleged to be involved in a violation will not
participate in its investigation.

Determining Whether a Violation Has Occurred

If the alleged violation of this Code concerns an executive officer or
director, the determination of whether a violation has occurred shall be made
by the Audit Committee of the Board of Directors, in consultation with such
external legal counsel as the Audit Committee deems appropriate.

If the alleged violation concerns any other employee, the determination of
whether a violation has occurred shall be made by the Chief Executive
Officer, in consultation with such legal counsel as the Audit Committee deems
appropriate.

In determining whether a violation of this Code has occurred, the committee
or person making such determination may take into account to what extent the
violation was intentional, the materiality of the violation from the
perspective of either the detriment to the Company or the benefit to the
director, executive officer or employee, the policy behind the provision
violated and such other facts and circumstances as they shall deem advisable.

Acts or omissions determined to be violations of this Code by other than the
Audit Committee under the process set forth above shall be promptly reported
by the Chief Executive Officer to the Audit Committee and by the Audit
Committee to the Board.

Confidentiality

Reports of suspected violations will be kept confidential to the extent
possible and consistent with the conduct of an appropriate investigation.

No Retaliation

Retaliation in any form against an employee who has, in good faith, reported
a violation of this Code will not be tolerated.

Consequences of a Violation

Employees who violate this Code, or who fail to report violations of which
they are aware or should be aware, will subject themselves to disciplinary
action up to and including dismissal.  Some violations may also result in
civil liability and/or lead to criminal prosecution.

Prior Approvals

Whenever the requirement for prior approval appears in this Code, it means
that a writing setting forth the pertinent facts of the situation under
consideration shall be submitted according the following process.

If a request for prior approval relates to an executive officer or director,
the determination with respect to the approval shall be made by the Audit
Committee of the Board of Directors, in consultation with such external legal
counsel as the Audit Committee deems appropriate.

If a request for prior approval relates to any other employee, the
determination shall be made by the Chief Executive Officer, in consultation
with such external legal counsel as the Chief Executive Officer deems
appropriate, unless the matter is quantitatively or qualitatively material or
outside the ordinary course of business, in which case such determination
shall be made by the Audit Committee.

All approvals (other than those approved by the Audit Committee) shall be
promptly reported to the Audit Committee.

Waivers

You must request a waiver of a provision of this Code if there is a
reasonable likelihood that your contemplated action will violate the Code.

If a waiver request relates to an executive officer or director, the
determination with respect to the waiver shall be made by the Audit Committee
of the Board of Directors, in consultation with such external legal counsel
as the Audit Committee deems appropriate.  Any waivers granted by such
committee shall be submitted to the Board for ratification.

If a waiver request relates to any other employee, the determination shall be
made by the Chief Executive Officer, in consultation with such external legal
counsel as the Chief Executive Officer deems appropriate, unless the matter
is quantitatively or qualitatively material or outside the ordinary course of
business, in which case such determination shall be made by the Audit
Committee.

All waivers of this Code (other than those approved by the Audit Committee)
shall be promptly reported to the Audit Committee.

Waivers will not be granted except under extraordinary or special
circumstances.

Any waivers of this Code for any executive officer or director of the Company
must promptly be disclosed to stockholders.
Updates and Changes

This Code will be reissued from time to time to remind employees, officers
and directors of its specifics and to make changes and clarifications based
on experience and suggestions.

                                CONTACTS

To Ask Questions and/or to Report Violations

    Name                               Title                   Phone#
----------------          ------------------------------     ----------
George R. Rouse                      President                Ext. 206
Ronald Kiddoo               Chairman of Audit Committee       XXX-XXXX
Jane F. Adams               Chief Financial Officer and       Ext. 236
                                Corporate Secretary
Ata Durukan              Vice President - Human Resources     Ext. 228


                                      APPENDIX A

                PROCEDURES FOR HANDLING COMPLAINTS REGARDING
             ACCOUNTING, INTERNAL CONTROLS AND AUDITING MATTERS

The Audit Committee of the Board of Directors of Great American Bancorp, Inc.
(the "Company") hereby establishes the following procedures for:

     The receipt, retention and treatment of complaints received by the
     Company regarding accounting, internal accounting controls or auditing
     matters; and

     The confidential, anonymous submission by employees of the Company of
     concerns regarding questionable accounting or auditing matters.

  Submission

     Any employee, shareholder, officer, director or other interested party
who has any complaint or concern regarding any accounting, internal
accounting controls or auditing matter relating to the Company (a "Reporting
Individual") may report such complaint or concern directly to the Audit
Committee of the Board of Directors as follows:

                Ronald Kiddoo
                Audit Committee Chairman
                c/o Cozad Asset Management Inc
                2501 Galen Dr,
                Champaign, IL 61821

                Voice Mail: 239-8555, Ext. 233


     The submission may be made anonymously and, subject to the following
paragraph, will be kept in confidence, except that the Audit Committee may
report the matter to other members of the Board of Directors, the Chief
Executive Officer ("CEO"), Chief Financial Officer ("CFO") and others within
the Company who are responsible for investigating, evaluating, addressing or
resolving the complaint or concern.


     Under certain circumstances, the matter which forms the basis for such
complaint or concern may be required to be reported to a federal or state
governmental or regulatory authority or disclosed to shareholders or the
public. In such cases, the identity of the Reporting Individual will not be
disclosed without his or her consent unless required
by law.

  Matters Covered by These Procedures

     These procedures relate to complaints and concerns about questionable
accounting, internal accounting controls or auditing matters involving the
Company, including, without limitation, the following:

  -  any fraud or misstatement or omission in any financial statement of, or
     other financial information published by, the Company, including any
     report or document filed by the Company with the Securities and Exchange
     Commission or other governmental or regulatory authority;
  -  any intentional error or misconduct in the preparation, evaluation,
     review or audit of any of the Company's financial statements;
  -  any fraud or misstatement or omission in the recording and maintaining
     of the financial records of the Company;
  -  any weakness or deficiency in or noncompliance with the Company's
     internal accounting controls;
  -  any misrepresentation or false statement made to or by a senior officer
     or accountant regarding a matter contained in, or required to be
     contained in, the financial records, financial statements, financial
     reports or audit reports of the Company;
  -  any deviation from full and fair reporting of the Company's financial
     condition, results of operations or cash flows;
  -  any effort to mislead, deceive, coerce or fraudulently influence any
     internal or external accountant or auditor in connection with the
     preparation, examination, audit or review of any financial statement
     or records of the Company; or
  -  any other error, deficiency or weakness in the Company's financial
     statements, internal controls, auditing procedures or financial records
     or reports.

Handling of Complaints

     Upon receipt of any such complaint or notice of any such concern, the
Chairman of the Audit Committee ("Committee Chairman") will report the matter
to and consult with the Responsible Officer (as herein defined) to ensure
that he or she is fully apprised of the matter and will notify the Chairman
of the Board of receipt of such complaint or notice. Under the oversight of
the Audit Committee, the Responsible Officer will conduct a thorough
investigation of the matter, summarize his or her findings and conclusions in
a written report to the Audit Committee and Chairman of the Board and
promptly take, or cause to be taken, any action that may be required to
resolve properly the matter which is the basis for the complaint or concern.
For purposes of these procedures, the Responsible Officer will be the CFO or
such other officer of the Company as the Audit Committee may designate,
either generally or with respect to a particular matter.

     If the complaint or concern relates to a weakness or deficiency in any
of the Company's internal controls or accounting systems, the CFO (or other
person designated by the Audit Committee) will oversee any necessary
strengthening and/or correction of such weakness or deficiency. If the
complaint or concern relates to a misstatement, error or omission in any of
the Company's financial statements, or in any report or other document filed
by the Company with the Securities and Exchange Commission or other federal
or state governmental or regulatory authority, the CFO or other person
designated by the Audit Committee (in conjunction with the Chairman of the
Board, if appropriate) will oversee the prompt correction or restatement of
such financial statement, report or document and, if necessary, will cause to
be filed with the Securities and Exchange Commission, or other federal or
state governmental or regulatory authority, any and all amendments to any
previously filed reports or documents which may be necessary to correct any
such misstatement, error or omission. Any other matters reported will be
addressed and resolved appropriately in accordance with law and the
applicable accounting or auditing standards. The Responsible Officer will
keep the Committee Chairman and Chairman of the Board informed of his or her
findings and progress throughout this process.

     Upon completion of the investigation and any necessary corrective
action, the Responsible Officer will prepare and submit to the Audit
Committee a final report on the matter. The report will describe in
reasonable detail the complaint or concern reported, the results of the
ensuing investigation, the conclusions reached and any corrective action
taken. If no corrective action was taken, the report will include an
appropriate explanation to support the decision to take no action. The
Responsible Officer will respond in writing to the Reporting Individual,
advising such individual of the results of the investigation and of any
corrective action taken or, if no such action was taken, the reasons why no
action was taken. A copy of the final report, including all related
materials, and response to the Reporting Individual will be delivered to the
Chairman of the Board.

Retention of Complaints and Reports of Resulting Action

     The Committee Chairman will maintain a file of all complaints and
concerns reported pursuant to these procedures, tracking their receipt,
investigation, evaluation and resolution, and of the related reports issued
in connection therewith, which summarize the results of the related
investigation and any corrective action taken. Copies of all such materials
will be retained in accordance with the Company's document retention policy,
but in any event, for a period of at least five (5) years from the date on
which the related complaint or concern was initially reported hereunder.

Legal Counsel and Other Experts

     In discharging their responsibilities hereunder, the Audit Committee and
the Responsible Officer may request and obtain assistance from members of the
Company's Accounting or Audit Departments and/or may retain an independent
accountant, independent legal counsel or other experts to assist in the
investigation of the complaint or reported concern, the evaluation of the
matter under investigation or determining and implementing the appropriate
remedial or corrective action. The cost of retaining any such expert or
experts shall be borne by the Company.

Protection of Reporting Individual

     The Company will not discharge, demote, suspend, threaten, harass or in
any other manner discriminate or retaliate, and it shall be a violation of
Company policy for any person to take any such action, against any Reporting
Individual by reason of his or her having made any such complaint, or having
reported any such concern, in good faith pursuant to and in accordance with
these procedures.


                              Exhibit 23.0

                     Consent of Independent Accountants


                      INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Great American Bancorp, Inc.

We have issued our report dated February 6, 2004 on the consolidated
financial statements of Great American Bancorp, Inc. appearing in the
Company's 2003 Annual Report to Stockholders.  We consent to the
incorporation by reference into the previously filed Registration Statements
on Form S-8 (No. 33-04491 and No. 333-98519) of Great American Bancorp, Inc.
of the aforementioned report.


/s/ BKD, LLP

Decatur, Illinois
March 25, 2004






                                 EXHIBIT 31.1

                           RULE 13a-14(a)/15d-14(a)
                    CHIEF EXECUTIVE OFFICER CERTIFICATION

I, George R. Rouse, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Great American
     Bancorp, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make
     the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered
     by this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows
     of the small business issuer as of, and for, the periods presented in
     this report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
     for the small business issuer and have:

     (a)   Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision,
     to ensure that material information relating to the small business
     issuer, including its consolidated subsidiaries, is made known to us by
     others within those entities, particularly during the period in which
     this report is being prepared;

     (b)   Evaluated the effectiveness of the small business issuer's
     disclosure controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls and
     procedures, as of the end of the period covered by this report based on
     such evaluation; and

     (c)   Disclosed in this report any change in the small business issuer's
     internal control over financial reporting that occurred during the small
     business issuer's most recent fiscal quarter (the small business
     issuer's fourth fiscal quarter in the case of an annual report) that has
     materially affected, or is reasonably likely to materially affect, the
     small business issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the
     audit committee of the small business issuer's board of directors (or
     persons performing the equivalent functions):

     (a)   All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the small business issuer's
     ability to record, process, summarize and report financial information;
     and

(b)   Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the small business
     issuer's internal control over financial reporting.



Date:    March 23, 2004                 /s/ George R. Rouse
     -----------------------            -----------------------
                                        George R. Rouse
                                        President and Chief Executive Officer

                                  EXHIBIT 31.2

                           RULE 13a-14(a)/15d-14(a)
                    CHIEF FINANCIAL OFFICER CERTIFICATION


I, Jane F. Adams, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Great American
      Bancorp, Inc.;

2.    Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
      covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows
      of the small business issuer as of, and for, the periods presented in
      this report;

4.    The small business issuer's other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
      for the small business issuer and have:

      (a)   Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the small
      business issuer, including its consolidated subsidiaries, is made known
      to us by others within those entities, particularly during the period
      in which this report is being prepared;

      (b)   Evaluated the effectiveness of the small business issuer's
      disclosure controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and

      (c)   Disclosed in this report any change in the small business
      issuer's internal control over financial reporting that occurred during
      the small business issuer's most recent fiscal quarter (the small
      business issuer's fourth fiscal quarter in the case of an annual
      report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over
      financial reporting; and

5.    The small business issuer's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the small business issuer's auditors and the
      audit committee of the small business issuer's board of directors (or
      persons performing the equivalent functions):

      (a)   All significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the small business issuer's
      ability to record, process, summarize and report financial information;
      and

(b)   Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the small business
      issuer's internal control over financial reporting.




Date:    March 23, 2004                    /s/ Jane F. Adams
     ---------------------------           -----------------------------
                                           Jane F. Adams
                                           Chief Financial Officer,
                                           Secretary and Treasurer

                                  EXHIBIT 32.0

                          SECTION 1350 CERTIFICATIONS

     In connection with the Annual Report of Great American Bancorp, Inc.
(the "Company") on Form 10-KSB for the fiscal year ended December 31, 2003 as
filed with the Securities and Exchange Commission (the "Report"), the
undersigned certify, pursuant to 18 U.S.C.  1350, as added by Section 906 of
the Sarbanes-Oxley Act of 2002, that:

     (1)   The Report fully complies with the requirements of Section 13(a)
           or 15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of
           operations of the Company as of and for the period covered by the
           Report.



                                       /s/ George R. Rouse
                                       -------------------------------------
                                       George R. Rouse
                                       President and Chief Executive Officer


                                       /s/ Jane F. Adams
                                       -------------------------------------
                                       Jane F. Adams
                                       Chief Financial Officer, Secretary and
                                       Treasurer


                                       Date:        March 23, 2004
                                            --------------------------------