SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 for the Fiscal Year Ended June 30, 2002

                                       OR

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from
         ______________ to ________________

                         Commission File Number: 0-25906

                               ASB FINANCIAL CORP.
                     -------------------------------------
                 (Name of small business issuer in its charter)

          Ohio                                                31-1429488
-------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)



                 503 Chillicothe Street, Portsmouth, Ohio 45662
               (Address of principal executive offices) (zip code)

                           Issuer's telephone number:
                                 (740) 354-3177

      Securities registered pursuant to Section 12(b) of the Exchange Act:
         None                                                 None
 --------------------                              ----------------------
 (Title of each class)                             (Name of each exchange
                                                     on which registered)

       Securities registered pursuant to Section 12(g)of the Exchange Act:

                        Common Shares, without par value
          ----------------------------------------------------------
                                (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 preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No ___

                  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. [ ]

                  The issuer's revenues for the fiscal year ended June 30, 2002,
were $10.0 million.

                  The aggregate market value of the voting stock held by
non-affiliates of the registrant, computed by reference to the average of the
bid and asked prices quoted by the Nasdaq National Market, was $16.6 million on
September 16, 2002.

                  1,526,062 of the issuer's common shares were issued and
outstanding on September 16, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

PartII of Form 10-KSB - Portions of the Annual  Report to  Shareholders  for the
     fiscal year ended June 30, 2002.

Part III of Form  10-KSB - Portions of the Proxy  Statement  for the 2002 Annual
     Meeting of Shareholders.

     Transitional Small Business Disclosure Format (check one): Yes     No X
                                                                    ---   ---



<PAGE>
                                    PART I

Item 1.  Description of Business

General

         ASB Financial Corp. ("ASB"), an Ohio corporation formed in 1995, is a
unitary savings and loan holding company which owns all of the outstanding
common shares of American Savings Bank, fsb ("American"), a federal savings
bank, issued by American upon its conversion from a mutual savings association
to a stock savings association in May 1995 (the "Conversion").

         American is principally engaged in the business of originating real
estate loans secured by first mortgages on one- to four-family residential real
estate located in American's primary market area, which consists of the City of
Portsmouth, the City of Waverly and contiguous areas of Scioto and Pike County,
Ohio. American also makes loans secured by multifamily real estate (over four
units) and nonresidential real estate and secured and unsecured consumer loans.
In addition, American purchases interests in multifamily real estate and
nonresidential real estate loans originated and serviced by other lenders.
American also invests in mortgage-backed securities, U.S. Government agency
obligations, obligations of state and political subdivisions, and other
investments permitted by applicable law. Funds for lending and other investment
activities are obtained primarily from savings deposits, which are insured up to
applicable limits by the Federal Deposit Insurance Corporation (the "FDIC"), and
loan principal and mortgage-backed security repayments.

         American conducts business from its main office in Portsmouth, Ohio and
a branch office in Waverly, Ohio. American's primary market area for lending
consists of Scioto and Pike County, Ohio, and for deposits consists of Scioto
and Pike County and adjacent communities in North Central Kentucky.

         ASB is subject to regulation, supervision and examination by the Office
of Thrift Supervision of the United States Department of the Treasury (the
"OTS"). American is subject to regulation, supervision and examination by the
OTS and the FDIC.

         ASB's activities have been limited primarily to holding the common
stock of American since the Conversion. Consequently, the following discussion
focuses primarily on the business of American.

Lending Activities

         General. American's principal lending activity is the origination of
conventional real estate loans, including construction loans, secured by one- to
four-family residential real estate located in American's primary market area.
American also offers loans, including construction loans, secured by multifamily
properties containing five units or more and nonresidential properties. American
also purchases interests in multifamily real estate loans and nonresidential
real estate loans originated and serviced by other financial institutions.
American does not originate first mortgage loans insured by the Federal Housing
Authority or guaranteed by the Veterans Administration. In addition to real
estate lending, American originates commercial loans and consumer loans,
including automobile loans, loans secured by deposit accounts, home improvement
loans and a limited number of unsecured loans.


















                                      -1-
<PAGE>
         Loan Portfolio Composition.  The following table presents certain
information regarding the composition of American's loan portfolio at the dates
indicated:
<TABLE>
<CAPTION>
                                                                        At June 30,

                                                     2002                     2001                         2000
                                                         Percent                    Percent                    Percent
                                                         of total                  of total                   of total
                                              Amount      loans        Amount        loans        Amount        loans
                                                                        (Dollars in thousands)
<S>                                               <C>        <C>         <C>          <C>          <C>           <C>
Real estate loans:
    One- to four-family                        $ 73,300     65.8%      $ 71,817       67.6%      $65,278        67.4%
    Multifamily                                   4,717      4.2          3,452        3.2         3,160         3.3
    Nonresidential and land                      12,436     11.2         11,684       11.0        11,691        12.1
    Construction                                  1,342      1.2          1,649        1.6           992         1.0
    Home equity                                   5,093      4.6          5,366        5.0         5,863         6.0
                                                -------    -----        -------      -----        ------       -----
      Total real estate loans                    96,888     87.0         93,968       88.4        86,984        89.8
Commercial                                       10,622      9.5          8,094        7.6         5,842         6.0
Consumer and other loans:
    Passbook                                        647       .6            594         .6           834          .9
    Home improvement                              1,220      1.1          1,194        1.1         1,277         1.3
    Automobile                                    1,801      1.6          1,979        1.9         1,666         1.7
    Other                                           234       .2            461         .4           322          .3
                                                -------    -----        -------      -----        ------       -----
      Total consumer and other loans              3,902      3.5          4,228        4.0         4,099         4.2
                                                -------    -----        -------      -----        ------       -----

Total loans                                     111,412    100.0%       106,290      100.0%       96,925       100.0%
                                                           =====                     =====                     =====
Less:
    Loans in process                              1,365                   2,065                    1,255
    Net deferred loan origination fees and
      unearned discounts                            177                     204                      203
    Allowance for loan losses                       855                     713                      723
                                                -------                 -------                   ------

Total loans - net                              $109,015                $103,308                  $94,744
                                                =======                 =======                   ======
</TABLE>


         Loan Maturity. The following table sets forth the contractual maturity
of American's total loans at June 30, 2002 before consideration of net items:
<TABLE>
<CAPTION>
Due during the fiscal          One- to                                                    Consumer
year ending June 30,     four-family (1)(2)   Multifamily (1)   Nonresidential (1)(3)     and other               Total
                                                                    (In thousands)
<S>                              <C>                 <C>              <C>                  <C>                <C>
2003                          $ 2,456             $  228             $ 2,248               $  736           $  5,668
2004                            2,646                247               2,423                  806              6,122
2005                            2,852                266               2,611                  881              6,610
2006 - 2007                     6,386                598               5,846                1,479             14,309
2008 - 2012                    20,841              1,971               9,930                    -             32,742
2013 - 2017                    30,288              1,407                   -                    -             31,695
2018 and thereafter            14,266                  -                   -                    -             14,266
                               ------              -----              ------                -----            -------
     Total                    $79,735             $4,717             $23,058               $3,902           $111,412
                               ======              =====              ======                =====            =======
</TABLE>

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

(1)  Includes construction loans.

(2)  Includes home equity loans.

(3)  Includes land development and commercial loans.


         Loans Secured by One- to Four-Family Real Estate. The principal lending
activity of American is the origination of permanent conventional loans secured
by one- to four-family residences, primarily single-family homes, located within
American's primary market area. A first mortgage on the underlying real estate
and any improvements thereon secures each of such loans. At June 30, 2002,
American's one- to four-family residential real estate loan portfolio, including
construction loans secured by one- to four-family residences, was approximately
$73.3 million, or 65.8% of total loans.


                                      -2-
<PAGE>
         OTS regulations limit the amount which American may lend in
relationship to the appraised value of the real estate and improvements (the
"Loan-to-Value Ratio" or "LTV") at the time of loan origination. In accordance
with OTS regulations, American makes loans on one- to four-family residences
with LTVs of up to 95%. Private mortgage insurance usually covers the principal
amount of any loan which exceeds an 85% LTV at the time of origination, at the
expense of the borrower.

         American currently offers fixed-rate loans for terms of up to 30 years.
Most of the fixed-rate loans in American's portfolio, however, have terms of 15
years or less.

         American also offers adjustable-rate residential real estate loans
("ARMs") for terms of up to 30 years. The interest rate adjustment periods on
the ARMs are either one year or three years. The interest rate adjustments on
one-year and three-year ARMs presently originated by American are tied to the
one-year and three-year U.S. Treasury securities rates or the Previously
Occupied Homes index published by the Federal Housing Finance Board. The
maximum allowable adjustment at each adjustment date is 2% with a maximum
adjustment of 6% over the term of the loan. The initial rate on a three-year ARM
is typically higher than the initial rate on a one-year ARM to compensate for
the reduced interest rate sensitivity.

         Adjustable-rate loans decrease American's interest rate risk but
involve other risks, primarily credit risk. As interest rates rise, the payment
by the borrower rises to the extent permitted by the terms of the loan, thereby
increasing the potential for default. At the same time, the marketability of the
underlying property may be adversely affected by higher interest rates.

         American also offers home equity loans for current mortgage customers
on one- to four-family residences with LTV's of up to 100%. At June 30, 2002,
American's home equity loans totaled $5.1 million, or 4.6% of total loans.

         Loans Secured by Multifamily Real Estate. American originates and
purchases interests in loans secured by multifamily properties containing over
four units. American originates multifamily loans with terms of up to 15 years
and a maximum LTV of 75%. Approximately 45% of the multifamily real estate loans
held by American are participation interests in loans originated and serviced by
other financial institutions and secured by real estate located in Ohio,
Kentucky, Florida and North Carolina. See "Loan Originations, Purchases and
Sales."

         Multifamily lending is generally considered to involve a higher degree
of risk than one- to four-family residential lending because the borrower
typically depends upon income generated by the project to cover operating
expenses and debt service. The profitability of a project can be affected by
economic conditions, government policies and other factors beyond the control of
the borrower. American attempts to reduce the risk associated with multifamily
lending by evaluating the creditworthiness of the borrower and the projected
income from the project and by obtaining personal guarantees on loans made to
corporations and partnerships. American requires that borrowers submit rent
rolls and financial statements annually to enable American to monitor the loan.

         At June 30, 2002, loans secured by multifamily properties totaled
approximately $4.7 million, or 4.2% of total loans, of which $2.1 million are
participation interests purchased in loans originated by other financial
institutions.

         Loans Secured by Nonresidential Real Estate and Land. At June 30, 2002,
approximately $12.4 million, or 11.2% of American's total loans, were secured by
nonresidential real estate and land. The majority of such loans have adjustable
rates and terms of up to 15 years. Among the properties securing nonresidential
real estate loans are office buildings, retail properties, warehouses, and a
hotel located in American's primary market area. Also included in American's
nonresidential real estate loan portfolio is $3.2 million in participation
interests which have been purchased in loans originated by other financial
institutions.

         American has land loans with principal balances totaling $1.0 million
secured by developed land which has been subdivided for single-family home
construction in American's market area. American occasionally originates loans
for the construction of nonresidential real estate. At June 30, 2002, American
had outstanding nonresidential real estate construction loans with an aggregate
balance of $126,000.

         Although the loans secured by nonresidential real estate typically have
higher interest rates and shorter terms to maturity than one- to four-family
residential real estate loans, nonresidential real estate lending is generally
considered to involve a higher degree of risk than residential lending due to
the relatively larger loan amounts and the effects of general economic
conditions on the successful operation of income-producing properties. American

                                      -3-
<PAGE>

has endeavored to reduce such risk by evaluating the credit history and past
performance of the borrower, the location of the real estate, the financial
condition of the borrower, the quality and characteristics of the income stream
generated by the property and appraisals supporting the property's valuation.

         Construction Loans. American makes loans to individuals for the
construction and permanent financing of their primary residences. These
construction loans are offered with adjustable and fixed rates for terms of up
to 30 years. During the first year, while the residence is being constructed,
the borrower is required to pay interest only.

         Construction loans generally involve greater underwriting and default
risks than do loans secured by mortgages on existing properties. Loan funds are
advanced upon the security of the project under construction, which is more
difficult to value before the completion of construction. Moreover, because of
the uncertainties inherent in estimating construction costs, it is relatively
difficult to evaluate accurately the LTV and the total loan funds required to
complete a project. In the event a default on a construction loan occurs and
foreclosure follows, American would have to take control of the project and
attempt either to arrange for completion of construction or dispose of the
unfinished project. At June 30, 2002, construction loans, in the aggregate,
totaled $1.3 million, or 1.2% of American's total loans. Approximately 90% of
American's construction loans are secured by property in Scioto County, Ohio.

         Commercial Loans. At June 30, 2002, approximately $10.6 million, or
9.5%, of American's total loans were commercial loans. The majority of
commercial loans are originated to businesses in American's primary market area.
Commercial loans may be secured by real estate, inventory, accounts receivable
or equity securities, or they may be unsecured.

         Commercial loans are generally deemed to entail significantly greater
risk than real estate lending. The repayment of commercial loans is typically
dependant on the income stream and successful operation of a business, which can
be affected by economic conditions.

         Consumer and Other Loans. American makes various types of consumer
loans, including loans made to depositors on the security of their deposit
accounts, automobile loans, home improvement loans and unsecured personal loans.
Consumer loans, other than loans on deposits, are generally made at fixed
rates of interest only and for varying terms based on the type of loan. At June
30, 2002, American had approximately $3.9 million, or 3.5% of total loans,
invested in consumer and other loans.

         Home improvement loans include loans insured by the Federal Housing
Administration. Home improvement loans typically have a five-year term and a
fixed rate of interest.

         Consumer loans, particularly consumer loans which are unsecured or are
secured by rapidly depreciating assets such as automobiles, may entail greater
risk than do residential real estate loans. Repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance. The risk of default on consumer loans increases during
periods of recession, high unemployment and other adverse economic conditions.

         Loan Solicitation and Processing. American develops loan originations
from a number of sources, including continuing business with depositors, other
borrowers and real estate developers, solicitations by American's lending staff
and walk-in customers.

         American's loan personnel take all loan applications for permanent real
estate loans. American obtains a credit report, verification of employment and
other documentation concerning the creditworthiness of the borrower. An
appraisal of the fair market value of the real estate which will be given as
security for the loan is prepared by a fee appraiser approved by the Board of
Directors. Upon the completion of the appraisal and the receipt of information
on the credit history of the borrower, the application for a loan is submitted
for review in accordance with American's underwriting guidelines to American's
Executive Committee. Any loan for more than $250,000 must be reviewed and
approved by the full Board of Directors.

         If a real estate loan application is approved, either an attorney's
opinion or title insurance is obtained on the real estate which will secure the
mortgage loan. Most of the loans in American's portfolio have an attorney's
opinion. American requires borrowers to carry satisfactory fire and casualty
insurance and flood insurance, if applicable, and to name American as an insured
mortgagee.

         The procedure for approval of construction loans is the same as for
permanent real estate loans, except that an appraiser evaluates the building
plans, construction specifications and estimates of construction costs. American
also evaluates the feasibility of the proposed construction project and the
experience and record of the builder.


                                      -4-
<PAGE>
         Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

         Loan Originations, Purchases and Sales. Currently, American is
originating both fixed-rate and ARM loans for its portfolio and not with the
intention of selling such loans in the secondary market. The documentation for
most of the loans in American's portfolio does not conform to the secondary
market standards of the Federal Home Loan Mortgage Corporation ("FHLMC") or the
Federal National Mortgage Association ("FNMA"). In fiscal 2001, American began
to originate loans with documentation that conforms to the secondary market
standards of the FHLMC and FNMA.

         To supplement loan demand in its primary market area, American
purchases participation interests in multifamily and nonresidential real estate
loans originated and serviced by other financial institutions. American does not
purchase participation interests through brokers. Recent loan participations
have been purchased primarily from a savings bank and a mortgage banking
affiliate of a commercial bank headquartered in Ohio. Whole loans or
participation interests purchased by American conform to American's underwriting
criteria for loans originated by American. American intends to continue to
purchase loans as suitable investment opportunities become available.

         The following table presents American's loan origination and purchase
activity for the periods indicated:

<TABLE>
<CAPTION>
                                                                  Year ended June 30,
                                                         2002              2001              2000
                                                                     (In thousands)
<S>                                                       <C>              <C>               <C>
Loans originated:
  Adjustable-rate:
   One- to four-family real estate                       $ 3,075         $ 3,616           $ 1,683
   Multifamily real estate                                   -               -                 640
   Nonresidential real estate                              3,832           4,451             1,577
   Commercial                                              2,459           2,286             4,311
                                                          ------          ------            ------
    Total adjustable-rate                                  9,366          10,353             8,211

  Fixed-rate:
   One- to four-family real estate                        16,945          11,830            18,048
   Nonresidential real estate                                136             155               821
   Commercial                                              5,451           3,492               -
   Consumer                                                2,635           2,817             2,885
                                                          ------          ------            ------
    Total fixed-rate                                      25,167          18,294            21,754

Loans purchased                                            2,000           2,872             1,875
Loans acquired from Waverly Building and Loan
   Company                                                 3,770             -                 -
                                                          ------          ------            ------

    Total loans originated, purchased and acquired        40,303          31,519            31,840

Reductions:
   Principal repayments                                   34,588          23,005            19,232
Increase (decrease) in other items, net (1)                   (8)             50                46
                                                          ------          ------            ------
Net increase                                             $ 5,707         $ 8,564           $12,654
                                                          ======          ======            ======
</TABLE>

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

(1)  Consists  of  loans  in  process,  unearned  discounts  and  deferred  loan
     origination fees and the allowance for loan losses.









                                      -5-
<PAGE>


         Federal Lending Limit. OTS regulations impose a lending limit on the
aggregate amount that a savings association can lend to any one borrower to an
amount equal to 15% of the association's total capital for risk-based capital
purposes plus any loan loss reserves not already included in total capital (the
"Lending Limit Capital"). A savings association may loan to one borrower an
additional amount not to exceed 10% of the association's Lending Limit Capital,
if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral." In applying this limit, the regulations require that loans to
certain related or affiliated borrowers be aggregated. An exception to this
limit permits loans of any type to one borrower of up to $500,000. In addition,
the OTS may permit exceptions to the lending limit on a case-by-case basis under
certain circumstances.

         Based on the 15% limit, American was able to lend approximately $2.1
million to one borrower at June 30, 2002. The largest loan American had
outstanding to one borrower at June 30, 2002, was a $1.3 million loan secured by
nonresidential real estate.

         Loan Origination and Other Fees. American realizes loan origination
fees and other fee income from its lending activities, including late payment
charges, application fees and fees for other miscellaneous services. Loan
origination fees and other fees are a volatile source of income, varying with
the volume of lending, loan repayments and general economic conditions. All
nonrefundable loan origination fees and certain direct loan origination costs
are deferred and recognized in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 91 as an adjustment to yield over the life of the related
loan.

         Delinquent Loans, Nonperforming Assets and Classified Assets.
Delinquent loans are loans for which payment has not been received within 30
days of the payment due date. Loan payments are due on the first day of the
month with the portion of the payment applicable to interest to accrue during
the current month. When loan payments have not been made by the thirtieth of the
month, late notices are sent. If payment is not received by the sixtieth day,
second notices are sent and telephone calls are made to the borrower. A real
estate loan is assessed a late penalty of 3% as soon as the loan is more than 30
days delinquent. A consumer loan is assessed a penalty of 5% of the payment due
once the loan is more than 15 days delinquent.

         When a loan secured by real estate becomes delinquent more than 90
days, the Board of Directors reviews the loan and foreclosure proceedings are
normally instituted and an appraisal of the collateral is performed. If the
appraisal indicates that the value of the collateral is less than the book value
of the loan, a valuation allowance is established for such loan. When a consumer
loan becomes more than 90 days past due, American establishes a specific
allowance for loss for the amount of the loan.

























                                      -6-
<PAGE>
         The following table reflects the amount of loans in a delinquent status
at the dates indicated:

<TABLE>
<CAPTION>
                                                                      At June 30, 2002
                       Residential real estate   Nonresidential real estate (2)     Consumer and other                 Total
                      Number    Amount   % (1)     Number   Amount    % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                                                                   (Dollars in thousands)
<S>                     <C>       <C>     <C>       <C>       <C>      <C>        <C>       <C>     <C>         <C>     <C>     <C>
Loans delinquent for:
  30-59 days            16     $  976      .9%        -      $  -       - %        11      $137      .1%        27    $1,113    1.0%
  60-89 days            14        778      .7         -         -       -          10       168      .2         24       946     .9
  90 days and over      14        517      .4         2       445       .4         15       190      .1         31     1,152     .9
                        --      -----     ---        --       ---       --         --       ---      --         --     -----    ---
  Total delinquent
  loans                 44     $2,271     2.0%        2      $445       .4%        36      $495      .4%        82    $3,211    2.8%
                        ==      =====     ===        ==       ===       ==         ==       ===      ==         ==     =====    ===


                                                                      At June 30, 2001
                       Residential real estate   Nonresidential real estate (2)     Consumer and other                 Total
                      Number    Amount   % (1)     Number   Amount    % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                                                                   (Dollars in thousands)
Loans delinquent for:
  30-59 days            29     $1,175     1.1%        4      $314       .3%        13      $358      .3%        46    $1.847    1.7%
  60-89 days             6        218      .2         -         -       -           7        32      -          13       250     .2
  90 days and over      12        562      .5         -         -       -          14        56      .1         26       618     .6
                        --      -----     ---        --       ---       --         --       ---      --         --     -----    ---
  Total delinquent
  loans                 47     $1,955     1.8%        4      $314       .3%        34      $446      .4%        85    $2,715    2.5%
                        ==      =====     ===        ==       ===       ==         ==       ===      ==         ==     =====    ===


                                                                       At June 30, 2000
                       Residential real estate   Nonresidential real estate (2)     Consumer and other                 Total
                      Number    Amount   % (1)     Number   Amount    % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                                                                   (Dollars in thousands)
Loans delinquent for:
  30-59 days            30     $1,426     1.5%        1       $41       - %        15      $282      .3%        46    $1,749    1.8%
  60-89 days             8        317      .3         -         -       -           5        68      .1         13       385     .4
  90 days and over       4        266      .3         -         -       -           6        15      -          10       281     .3
                        --      -----     ---        --        --       --         --       ---      --         --     -----    ---
  Total delinquent
  loans                 42     $2,009     2.1%        1       $41       - %        26      $365      .4%        69    $2,415    2.5%
                        ==      =====     ===        ==        ==       ==         ==       ===      ==         ==     =====    ===
</TABLE>


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

(1)  Percentages correlate to total loans before net items.
(2)  Includes land loans.


                                      -7-
<PAGE>



         Nonperforming assets include nonaccrual loans, accruing loans which are
delinquent 90 days or more, restructured loans, real estate acquired by
foreclosure or by deed-in-lieu thereof and repossessed assets. Loans are placed
on nonaccrual status when, in the judgment of management, the probability of
collection of interest is deemed insufficient to warrant further accrual.

         The following table sets forth information with respect to the accrual
and nonaccrual status of American's loans and other nonperforming assets at the
dates indicated:

<TABLE>
<CAPTION>
                                                                        At June 30,
                                                         2002               2001              2000
                                                                   (Dollars in thousands)
<S>                                                       <C>                <C>               <C>
Nonaccrual loans                                       $  871                $493              $229

Accruing loans delinquent
  90 days or more                                         281                 125                52
                                                        -----                 ---               ---

   Total nonperforming loans                            1,152                 618               281

Real estate acquired through foreclosure                    -                   -                 -
                                                        -----                 ---               ---

  Total nonperforming assets                           $1,152                $618              $281
                                                        =====                 ===               ===

  Allowance for loan losses                              $855                $713              $723
                                                          ===                 ===               ===

  Nonperforming assets as a percent
    of  total assets                                      .78%                .44%              .21%

  Allowance for loan losses as a percent of
    nonperforming assets                                74.22%             115.37%           257.30%
</TABLE>


         For the year ended June 30, 2002, gross interest income which American
would have recorded had nonaccrual loans been current in accordance with their
original terms was $44,000, and American recorded $9,000 in interest on
nonaccrual loans during such period.

         When American acquires a property as a result of foreclosure
proceedings ("REO"), it records the property at its estimated fair value, less
estimated selling expenses, at the date of acquisition, and any write-down
resulting therefrom is charged to the allowance for loan losses. Interest
accrual, if any, ceases no later than the date of acquisition of the real
estate, and American expenses all costs incurred from such date in maintaining
the property. American capitalizes, to the extent of fair value, costs relating
to the development and improvement of the property.

         American classifies its own assets on a regular basis in accordance
with federal regulations. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined weaknesses
and are characterized by the distinct possibility that American will sustain
some loss if the deficiencies are not corrected. "Doubtful" assets have the same
weaknesses as "substandard" assets, with the additional characteristics that (i)
the weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable and (ii) there is a high
possibility of loss. American considers an asset classified "loss" as
uncollectible and of such little value that its continuance as an asset of
American is not warranted.














                                      -8-
<PAGE>
         The aggregate amounts of American's classified assets at the dates
indicated were as follows:

<TABLE>
<CAPTION>
                                                              At June  30,
                                          2002                    2001                   2000
                                                              (In thousands)
<S>                                        <C>                      <C>                   <C>
Classified assets
  Substandard                              $949                    $581                   $245
  Doubtful                                    -                       -                      -
  Loss                                        -                       -                      -
                                            ---                     ---                    ---
   Total classified assets                 $949                    $581                   $245
                                            ===                     ===                    ===
</TABLE>


         American may establish general loan loss allowances for loans
classified as substandard or doubtful. Generally, American charges off the
portion of any real estate loan deemed to be uncollectible, whereas it uses a
loss classification and corresponding reserve for consumer loans.

         American analyzes each classified asset on a monthly basis to determine
whether changes in the classifications are appropriate under the circumstances.
This classification analysis focuses on a variety of factors, including the
amount of any delinquency and the reasons for the delinquency, the use of any
real estate securing the loan, the status of the borrower and the appraised
value of any real estate. As such factors change, American changes the
classification of the asset accordingly.

         Allowance for Loan Losses. Senior management, with oversight by the
Board of Directors, reviews on a monthly basis the allowance for loan losses as
it relates to a number of relevant factors including, but not limited to, trends
in the level of delinquent and nonperforming assets and classified loans,
current and anticipated economic conditions in American's primary lending area,
such as unemployment data and the consumer price index, past loss experience and
losses arising from specific problem assets. To a lesser extent, management also
considers loan concentrations to single borrowers and changes in the composition
of the loan portfolio. While management believes that it uses the best
information available to determine the allowance for loan losses, unforeseen
market conditions could result in adjustments, and net earnings could be
adversely affected if circumstances differ substantially from the assumptions
used in making the final determination.

         The following table sets forth an analysis of American's allowance for
loan losses for the periods indicated:

<TABLE>
<CAPTION>
                                                                 For the year ended June 30,
                                                              2002          2001         2000
                                                                   (Dollars in thousands)
<S>                                                            <C>           <C>           <C>
Balance at beginning of period                                $713           $723         $733
Charge-offs:
  Residential real estate loans (1)                            (42)             -           (1)
  Nonresidential real estate                                   (29)             -            -
  Consumer loans                                               (17)           (11)         (10)
                                                               ---            ---          ---
  Total charge-offs                                            (88)           (11)         (11)
Provision for losses on loans                                   70              1            1
Allowance resulting from acquisition of Waverly
  Building and Loan company                                    160              -            -
                                                               ---            ---          ---
Balance at end of period                                      $855           $713         $723
                                                               ===            ===          ===

  Ratio of net charge-offs to average loans
     outstanding during the period                             .08%           .01%         .01%
</TABLE>


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

(1)  Includes multifamily loans.





                                      -9-
<PAGE>
         The following table sets forth the allocation of American's allowance
for loan losses by type of loan at the dates indicated:

<TABLE>
<CAPTION>
                                                                         At June 30,
                                                2002                         2001                           2000
                                                    Percent of                     Percent of                    Percent of
                                                   loans in each                 loans in each                  loans in each
                                                    category to                   category to                    category to
                                         Amount     total loans      Amount       total loans       Amount       total loans
                                                                       (Dollars in thousands)
<S>                                        <C>            <C>          <C>             <C>            <C>             <C>
Balance at year end applicable to:
   Real estate loans                       $ 43          87.0%        $ 25             88.4%         $ 12             89.8%
   Commercial loans                         111           9.5            -              7.6             -              6.0
   Consumer and other loans                  42           3.5           43              4.0            16              4.2
   Unallocated                              659             -          645                -           695                -
                                            ---         -----          ---            -----           ---            -----
   Total                                   $855         100.0%        $713            100.0%         $723            100.0%
                                            ===         =====          ===            =====           ===            =====
</TABLE>


Investment Activities

         American is permitted to make investments in certain commercial paper,
corporate debt securities rated in one of the four highest rating categories by
one or more nationally recognized statistical rating organizations, and mutual
funds, as well as other investments permitted by federal regulations.

         The following table sets forth the composition of ASB's investments,
other than mortgage-backed securities, at the dates indicated:

<TABLE>
<CAPTION>
                                                                          At June 30,
                                                    2002                     2001                      2000
                                           Carrying      Percent     Carrying     Percent     Carrying      Percent
                                             value      of total       value      of total     value       of total
                                                                      (Dollars in thousands)
<S>                                            <C>          <C>          <C>          <C>         <C>         <C>
Investments designated
as held to maturity:
    Interest-bearing deposits in other
      financial institutions                 $ 6,376        23.4%      $ 4,009        16.2%     $ 4,152       17.8%

Investments designated
as available for sale:
    U.S. Government agency obligations        19,576        71.9        19,407        78.3       18,263       78.5
    Municipal obligations                         40          .1             -          -             -          -
    Corporate equity securities                  302         1.1           276         1.1          135         .6
    FHLMC stock                                  948         3.5         1,089         4.4          729        3.1
                                              ------       -----        ------       -----       ------      -----

    Total investments designated
      as available for sale                   20,866        76.6        20,772        83.8       19,127       82.2
                                              ------       -----        ------       -----       ------      -----

Total investments                            $27,242       100.0%      $24,781       100.0%     $23,279      100.0%
                                              ======       =====        ======       =====       ======      =====
</TABLE>






                                      -10-
<PAGE>


         The following table sets forth information regarding the maturities,
book value and weighted average yields of ASB's investment securities, other
than mortgage-backed securities, at June 30, 2002:
<TABLE>
<CAPTION>
                                         Maturing in             Maturing in            Maturing in
                                          1-5 years              5-10 years              10-20 years                  Total
                                                 Weighted                Weighted                 Weighted
                                     Amortized   average    Amortized     average     Amortized    average    Amortized    Market
                                       cost       yield       cost        yield         cost        yield        cost       value
                                                              (Dollars in thousands)
<S>                                    <C>         <C>          <C>          <C>          <C>       <C>         <C>           <C>
Investments designated as
available for sale:
  U.S. Government
    agency obligations               $10,108       4.62%      $6,491        5.90%       $2,803      5.98%      $19,402     $19,576
  Municipal obligations                    -          -           40        4.23             -         -            40          40
  Corporate equity securities              -          -            -           -             -         -           263         302
  FHLMC stock                                         -            -           -             -         -            15         948
                                      ------       ----        -----        ----         -----      ----        ------      ------
       Total                         $10,108       4.62%      $6,531        5.88%       $2,803      5.98%      $19,720     $20,866
                                      ======       ====        =====        ====         =====      ====        ======      ======
</TABLE>


         American has been an active purchaser of mortgage-backed securities. At
June 30, 2002, mortgage-backed securities totaled $7.1 million or 4.8% of total
assets. All of the mortgage-backed securities in American's portfolio are
government-guaranteed securities, including participations or pass-through
securities issued by the Government National Mortgage Association ("GNMA"), the
FHLMC or the FNMA, and collateralized mortgage obligations ("CMOs"). American
generally purchases mortgage-backed securities at or near par in order to avoid
prepayment risk. The following table sets forth details of American's investment
in mortgage-backed securities, of which all are designated as available for
sale, at the dates indicated.

<TABLE>
<CAPTION>
                                              At June 30, 2002                                     At June 30, 2001
                                              Gross        Gross                                   Gross       Gross
                               Amortized   unrealized   unrealized    Estimated    Amortized    unrealized  unrealized  Estimated
                                 cost        gains       losses      fair value       cost          gains      losses    fair value
                                                                          (In thousands)
<S>                               <C>          <C>         <C>          <C>            <C>          <C>         <C>         <C>
Available for sale:
  FHLMC participation
     certificates              $1,441         $ 35          $ -        $1,476        $  772          $22         $ -       $  794
  FNMA participation
     certificates               2,373           15            3         2,385           475            9           -          484
  GNMA participation
     certificates               2,355           97            -         2,452         3,207           42          13        3,236
  Collateralized mortgage
     obligations                  780            -            2           778         4,196           18          12        4,202
                                -----          ---           --         -----         -----           --          --        -----
    Total mortgage-backed
    securities                 $6,949         $147          $ 5        $7,091        $8,650          $91         $25       $8,716
                                =====          ===           ==         =====         =====           ==          ==        =====
</TABLE>

<TABLE>
<CAPTION>
                                             At June 30, 2000
                                             Gross      Gross
                               Amortized  unrealized  unrealized   Estimated
                                  cost       gains       losses    fair value
                                              (In thousands)
<S>                               <C>          <C>         <C>         <C>
Available for sale:
  FHLMC participation
     certificates                $1,020         $ 5       $  9       $1,016
  FNMA participation
     certificates                   931           3         37          897
  GNMA participation
     certificates                 2,596          15         56        2,555
  Collateralized mortgage
     obligations                  4,359           -        211        4,148
                                  -----          --        ---        -----
    Total mortgage-backed
    securities                   $8,906         $23       $313       $8,616
                                  =====          ==        ===        =====
</TABLE>

                                      -11-
<PAGE>

Deposits and Borrowings

         Deposits. American's primary source of funds for use in lending and
other investment activities is deposits. In addition to deposits, American
derives funds from interest payments and principal repayments on loans and
mortgage-backed securities and income on interest-earning assets. Loan payments
are a relatively stable source of funds, while deposit inflows and outflows
fluctuate more in response to changes in general interest rates and money market
conditions. American attracts deposits principally from within its primary
market area through the offering of a broad selection of deposit instruments,
including NOW accounts, demand deposit accounts, money market deposit accounts,
money market checking accounts, passbook savings accounts, term certificate
accounts and individual retirement accounts ("IRAs"). American's management
periodically establishes the interest rates paid, maturity terms, service fees
and withdrawal penalties for the various types of accounts based on American's
liquidity requirements, growth goals and interest rates paid by competitors.
American does not use brokers to attract deposits, and the amount of deposits
from outside American's primary market area is not significant.

         The following table sets forth the dollar amount of deposits in the
various types of accounts offered by American at the dates indicated:

<TABLE>
<CAPTION>
                                                                 At June 30,
                                           2002                       2001                       2000
                                                 Percent                   Percent                     Percent
                                                 of total                  of total                   of total
                                    Amount       deposits     Amount       deposits      Amount       deposits
                                                              (Dollars in thousands)
<S>                                   <C>           <C>         <C>            <C>         <C>           <C>
  Transaction accounts:
    Passbook accounts             $ 10,919           8.6%    $  8,004          6.6%    $  7,735           7.0%
    Demand, NOW and Super NOW
     accounts                        8,297           6.5        8,429          7.0        7,237           6.6
    Money market deposit
     accounts                       21,920          17.3       18,292         15.2       15,790          14.4
                                   -------         -----      -------        -----      -------         -----

      Total transaction             41,136          32.4       34,725         28.8       30,762          28.0
        accounts

  Certificates of deposit:
     2.00 - 2.99%                   18,612          14.7          -             -           -              -
     3.00 - 3.99%                   23,574          18.6          254           .2          -              -
     4.00 - 4.99%                   20,196          15.9       12,638         10.4          310            .3
     5.00 - 5.99%                   15,071          11.9       30,836         25.5       76,022          69.1
     6.00 - 6.99%                    6,835           5.4       29,812         24.7        2,818           2.6
     7.00 - 7.99%                    1,373           1.1       12,391         10.3           30            -
     8.00 - 8.99%                       75            -            69           .1           65            -
                                   -------         -----      -------        -----      -------         -----

      Total certificates of
       deposit                      85,736          67.6       86,000         71.2       79,245          72.0
                                   -------         -----      -------        -----      -------         -----

    Total deposits                $126,872         100.0%    $120,725        100.0%    $110,007         100.0%
                                   =======         =====      =======        =====      =======         =====
</TABLE>


         The following table sets forth the remaining maturities of American's
certificates of deposit at the dates indicated:

<TABLE>
<CAPTION>
                                                                       At June 30,
                                                 2002                      2001                      2000
                                                                      (In thousands)
<S>                                                <C>                      <C>                       <C>
  Less than one year                             $59,243                  $59,377                   $52,822
  One to two years                                21,897                   25,150                    25,108
  Two to three years                               1,960                    1,071                     1,091
  Over three years                                 2,636                      402                       224
                                                  ------                   ------                    ------
  Total                                          $85,736                  $86,000                   $79,245
                                                  ======                   ======                    ======
</TABLE>




                                      -12-
<PAGE>

         The following table presents the amount of American's certificates of
deposit of $100,000 or more by the time remaining until maturity at June 30,
2002:

<TABLE>
<CAPTION>
                                                                                   At June 30, 2002
  Certificates of deposit with balances of $100,000                                  (In thousands)
     or more maturing in quarter ending (1):
<S>                                                                                        <C>
      September 30, 2002                                                                 $ 5,874
      December 31, 2002                                                                    2,687
      March 31, 2003                                                                       2,824
      June 30, 2003                                                                        2,673
      After June 30, 2003                                                                  4,300
                                                                                          ------

       Total certificates of deposit with balances of $100,000 or more                   $18,358
                                                                                          ======
</TABLE>

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

(1)  Account balances over $100,000 are not insured by the FDIC.


         The following table sets forth American's deposit account balance
activity for the periods indicated:

<TABLE>
<CAPTION>
                                                                   Year ended June 30,
                                                       2002                  2001               2000
                                                                    (Dollars in thousands)
<S>                                                   <C>                     <C>               <C>
  Beginning balance                                $120,725                $110,007          $100,954
  Deposits                                          543,956                 296,499           277,401
  Deposits acquired from Waverly
     Building and Loan Company                        4,723                     -                 -
  Withdrawals                                      (547,474)               (290,880)         (272,254)
  Interest credited                                   4,942                   5,099             3,906
                                                    -------                 -------           -------
  Ending balance                                   $126,872                $120,725          $110,007
                                                    =======                 =======           =======

  Net increase                                     $  6,147                $ 10,718          $  9,053
                                                    =======                 =======           =======
  Percent increase                                     5.09%                   9.74%             9.00%
                                                       ====                    ====              ====
</TABLE>


         Borrowings. American's other sources of funds include advances from the
Federal Home Loan Bank ("FHLB") and other borrowings. American is a member of
the FHLB of Cincinnati and must maintain an investment in the capital stock of
the FHLB of Cincinnati in an amount equal to the greater of 1% of the aggregate
outstanding  principal amount of American's  residential mortgage loans, home
purchase contracts and similar obligations at the beginning of each year, and 5%
of its advances from the  FHLB of  Cincinnati.  American  complies  with  this
requirement with an  investment  in  stock of the  FHLB of  Cincinnati  of $1.0
million at June 30, 2002.

         FHLB advances are secured by collateral in one or more of the following
categories: fully-disbursed, whole first mortgage loans on improved residential
property or securities representing a whole interest in such loans; securities
issued, insured or guaranteed by the U.S. Government or an agency thereof;
deposits in any FHLB; or other real estate related collateral acceptable to the
applicable FHLB, if such collateral has a readily ascertainable value and the
FHLB can perfect its security interest in the collateral. At June 30, 2002,
American had $4.2 million outstanding in advances from the FHLB.
















                                      -13-
<PAGE>

         The following table sets forth certain information as to American's
FHLB advances at the dates indicated:

<TABLE>
<CAPTION>
                                                                          At June 30,
                                                     2002                     2001                   2000
                                                                   (Dollars in thousands)
<S>                                                   <C>                       <C>                  <C>
FHLB advances                                        $4,223                   $4,257                $7,790
Weighted average interest rate
                                                      1.95%                    3.78%                 5.85%
</TABLE>



         The following table sets forth the maximum balance and average balance
of FHLB advances during the periods indicated:

<TABLE>
<CAPTION>
                                                                       Year ended June 30,
                                                     2002                     2001                     2000
                                                                     (Dollars in thousands)
<S>                                                    <C>                      <C>                     <C>
FHLB advances:
   Maximum balance                                   $6,560                   $6,788                   $7,807
   Average balance                                   $5,039                   $5,217                   $6,884
   Weighted average interest rate                     2.36%                    6.63%                    5.72%
</TABLE>


American had no other borrowings during fiscal 2002.

Competition

         American competes for deposits with other savings banks, savings
associations, commercial banks and credit unions and with the issuers of
commercial paper and other securities, such as shares in money market mutual
funds. The primary factors in competing for deposits are interest rates and
convenience of office location. In making loans, American competes with other
savings banks, savings associations, commercial banks, consumer finance
companies, credit unions, leasing companies and other lenders. American competes
for loan originations primarily through the interest rates and loan fees it
charges and through the efficiency and quality of services it provides to
borrowers. Competition is intense and is affected by, among other things, the
general availability of lendable funds, general and local economic conditions,
current interest rate levels and other factors which are not readily
predictable.

Subsidiary Activities

         American has one wholly-owned subsidiary, A.S.L. Services, Inc.
("ASL"), which owns stock in American's data processing service provider. At
June 30, 2002, the stock held by the service corporation had a book value of
$114,000. ASL also has an $18,000 investment in the Money Concepts Financial
Planning Center, bringing the total assets of ASL to approximately $132,000 at
June 30, 2002.

Personnel

         As of June 30, 2002, American had 29 full-time employees and 9
part-time employees. American believes that relations with its employees are
excellent. American offers health, disability and life benefits and retirement
plan benefits. None of the employees of American is represented by a collective
bargaining unit.


                                   REGULATION

General

         As a savings and loan holding company within the meaning of the Home
Owners Loan Act, as amended (the "HOLA"), ASB is subject to regulation,
examination and oversight by the OTS and must submit periodic reports to the OTS
concerning its activities and financial condition. In addition, as a corporation
organized under Ohio law, ASB is subject to provisions of the Ohio Revised Code
applicable to corporations generally.



                                      -14-
<PAGE>
         As a federal savings association, American is subject to regulatory
oversight by the OTS and, because American's deposits are insured by the FDIC,
American is also subject to examination and regulation by the FDIC. American
must file periodic reports with the OTS concerning its activities and financial
condition. Examinations are conducted periodically by the OTS and the FDIC to
determine whether American is in compliance with various regulatory requirements
and is operating in a safe and sound manner. American is a member of the FHLB of
Cincinnati.

Office of Thrift Supervision

         General. The OTS is an office of the Department of the Treasury and is
responsible for the regulation and supervision of all federally-chartered
savings associations and all other savings associations the deposits of which
are insured by the FDIC in the Savings Association Insurance Fund ("SAIF"). The
OTS issues regulations governing the operation of savings associations,
regularly examines such associations and imposes assessments on savings
associations based on their asset size to cover the costs of general supervision
and examination. The OTS also may initiate enforcement actions against savings
associations and certain persons affiliated with them for violations of laws or
regulations or for engaging in unsafe or unsound practices. If the grounds
provided by law exist, the OTS may appoint a conservator or receiver for a
savings association.

         Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area.

         Regulatory Capital Requirements. American is required by OTS
regulations to meet certain minimum capital requirements. All savings
associations must have tangible capital of 1.5% of adjusted total assets, core
capital of 4% of adjusted total assets, except for associations with the highest
examination rating and acceptable levels of risk, and risk-based capital equal
to 8% of risk-weighted assets. Assets and certain off-balance sheet items are
weighted at percentage levels ranging from 0% to 100% depending on their
relative risk.

         The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. All undercapitalized associations must submit a
capital restoration plan to the OTS within 45 days after becoming
undercapitalized. Such associations will be subject to increased monitoring and
asset growth restrictions and will be required to obtain prior approval for
acquisitions, branching and engaging in new lines of business. Critically
undercapitalized institutions must be placed in conservatorship or receivership
within 90 days of reaching that capitalization level, except under limited
circumstances. American's capital at June 30, 2002, met the standards for the
highest category, a "well-capitalized" institution.

         Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance.

         Qualified Thrift Lender Test. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL"). The first test requires
a savings association to maintain a specified level of investments in assets
that are designated as qualifying thrift investments ("QTIs"). Generally, QTIs
are assets related to domestic residential real estate and manufactured housing,
although they also include credit card, student and small business loans and
stock issued by any FHLB, the FHLMC or the FNMA. Under the QTL test, at least
65% of an institution's "portfolio assets" (total assets less goodwill and other
intangibles, property used to conduct business and 20% of liquid assets) must
consist of QTI on a monthly average basis in nine out of every 12 months. The
second test permits a savings association to qualify as a QTL if at least 60% of
its assets consist of specified types of property, including cash, loans secured


                                      -15-
<PAGE>
by residential real estate or deposits, educational loans and certain
governmental obligations. The OTS may grant exceptions to the QTL tests under
certain circumstances. If a savings association fails to meet one of the QTL
tests, the association and its holding company become subject to certain
operating and regulatory restrictions. At June 30, 2002, American qualified as a
QTL.

         Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits). Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of the board of directors of the association, with any "interested"
director not participating. All loans to directors, executive officers and
principal shareholders must be made on terms substantially the same as offered
in comparable transactions with the general public or as offered to all
employees in a company-wide benefit program, and loans to executive officers are
subject to additional limitations. American was in compliance with such
restrictions at June 30, 2002.

         All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association. ASB is an
affiliate of American. Generally, Sections 23A and 23B of the FRA (i) limit the
extent to which a savings association or its subsidiaries may engage in "covered
transactions" with any one affiliate to an amount equal to 10% of such
institution's capital stock and surplus, (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchasing of assets, issuance of a guarantee and
other similar types of transactions. In addition to the limits in Sections 23A
and 23B, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. American was in
compliance with these requirements and restrictions at June 30, 2002.

         Limitations on Capital Distributions. The OTS imposes various
restrictions or requirements on the ability of associations to make capital
distributions. Capital distributions include, without limitation, payments of
cash dividends, repurchases and certain other acquisitions by an association of
its shares and payments to stockholders of another association in an acquisition
of such other association.

         A subsidiary of a savings and loan company must file a notice or an
application with the OTS before it can declare and pay a dividend. An
application must be submitted and approval from the OTS must be obtained by a
subsidiary of a savings and loan holding company (i) if the proposed
distribution would cause total distributions for the calendar year to exceed net
income for that year to date plus the retained net income for the preceding two
years; (ii) if the savings association will not be at least adequately
capitalized following the capital distribution; or (iii) if the proposed
distribution would violate a prohibition contained in any applicable statute,
regulation or agreement between the savings association and the OTS or the FDIC,
or violate a condition imposed on the savings association in an OTS-approved
application or notice. If a savings association subsidiary of a holding company
is not required to file an application, it must file a notice with the OTS.

         Holding Company Regulation. Federal law generally prohibits a savings
and loan holding company from controlling any other savings association or
savings and loan holding company, without prior approval of the OTS, or from
acquiring or retaining more than 5% of the voting shares of a savings
association or holding company thereof, which is not a subsidiary. Under certain
circumstances, a savings and loan holding company is permitted to acquire, with
the approval of the OTS, up to 15% of the previously unissued voting shares of
an undercapitalized savings association for cash without such savings
association being deemed to be controlled by the holding company. Except with
the prior approval of the OTS, no director or officer of a savings and loan
holding company or person owning or controlling by proxy or otherwise more than
25% of such holding company's stock may also acquire control of any savings
institution, other than a subsidiary institution, or any other savings and loan
holding company.

         As a unitary savings and loan holding company, ASB generally has no
restrictions on its activities. The broad latitude to engage in activities under
current law can be restricted. If the OTS determines that there is reasonable
cause to believe that the continuation by a savings and loan holding company of
an activity constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings association, however, the OTS may impose
such restrictions as deemed necessary to address such risk, including limiting
(i) payment of dividends by the savings association, (ii) transactions between
the savings association and its affiliates, and (iii) any activities of the
savings association that might create a serious risk that the liabilities of ASB
and its affiliates may be imposed on the savings association. Notwithstanding
the foregoing rules as to permissible business activities of a unitary savings


                                      -16-
<PAGE>

and loan holding company, if the savings association subsidiary of a holding
company fails to meet the QTL test, then such unitary savings and loan holding
company would become subject to the activities restrictions applicable to
multiple holding companies. At June 30, 2002, American met the QTL test.

         Federal Regulation of Acquisitions of Control of ASB and American. In
addition to the Ohio law limitations on the merger and acquisition of ASB,
federal limitations generally require regulatory approval of acquisitions at
specified levels. Under pertinent federal law and regulations, no person,
directly or indirectly, or acting in concert with others, may acquire control of
American or ASB without 60 days' prior notice to the OTS. "Control" is generally
defined as having more than 25% ownership or voting power; however, ownership or
voting power of more than 10% may be deemed "control" if certain factors are in
place. If the acquisition of control is by a company, the acquiror must obtain
approval, rather than give notice, of the acquisition.

Federal Deposit Insurance Corporation

         The FDIC is an independent federal agency that insures the deposits, up
to prescribed statutory limits, of federally insured banks and savings and loan
associations and safeguards the safety and soundness of the banking and savings
and loan industries. The FDIC administers two separate insurance funds, the Bank
Insurance Fund ("BIF") for commercial banks and state savings banks and the SAIF
for savings associations. American is a member of the SAIF and its deposit
accounts are insured by the FDIC up to the prescribed limits. The FDIC has
examination authority over all insured depository institutions, including
American, and has authority to initiate enforcement actions against
federally-insured savings associations if the FDIC does not believe the OTS has
taken appropriate action to safeguard safety and soundness and the deposit
insurance fund.

         The FDIC is required to maintain designated levels of reserves in the
SAIF and in the BIF. The FDIC may increase assessment rates for either fund if
necessary to restore the fund's ratio of reserves to insured deposits to its
target level within a reasonable time and may decrease such rates if such target
level has been met. The FDIC has established a risk-based assessment system for
both SAIF and BIF members. Under this system, assessments vary based on the risk
the institution poses to its deposit insurance fund. The risk level is
determined based on the institution's capital level and the FDIC's level of
supervisory concern about the institution.

Federal Reserve Requirements

         FRB regulations require savings associations to maintain reserves of 3%
of net transaction accounts (primarily NOW accounts) up to $41.3 million
(subject to an exemption of up to $5.7 million), and of 10% of net transaction
accounts in excess of $41.3 million. At June 30, 2002, American was in
compliance with the reserve requirements.

Ohio Corporation Law

         Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
regulates certain takeover bids affecting certain public corporations which have
significant ties to Ohio. This statute prohibits, with some exceptions, any
merger, combination or consolidation and any of certain other sales, leases,
distributions, dividends, exchanges, mortgages or transfers between an Ohio
corporation and any person who has the right to exercise, alone or with others,
10% or more of the voting power of such corporation (an "Interested
Shareholder"), for three years following the date on which such person first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested Shareholder, the
Board of Directors of the issuing corporation has approved the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

         After the initial three-year moratorium, such a business combination
may not occur unless (1) one of the specified exceptions applies, (2) the
holders of at least two-thirds of the voting shares, and of at least a majority
of the voting shares not beneficially owned by the Interested Shareholder,
approve the business combination at a meeting called for such purpose, or (3)
the business combination meets certain statutory criteria designed to ensure
that the issuing public corporation's remaining shareholders receive fair
consideration for their shares.

         An Ohio corporation may, under certain circumstances, "opt out" of the
statute by specifically providing in its articles of incorporation that the
statute does not apply to any business combination of such corporation. However,
the statute still prohibits for twelve months any business combination that
would have been prohibited but for the adoption of such an opt-out amendment.
The statute also provides that it will continue to apply to any business
combination between a person who became an Interested Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted. ASB has
not opted out of the protection afforded by Chapter 1704.


                                      -17-
<PAGE>
         Control Share Acquisition. Section 1701.831 of the Ohio Revised Code
(the "Control Share Acquisition Statute") requires that, with certain
exceptions, acquisitions of voting securities which would result in the
acquiring shareholder owning 20%, 33-1/3% or 50% of the outstanding voting
securities of an Ohio corporation (a "Control Share Acquisition") must be
approved in advance by the holders of at least a majority of the outstanding
voting shares of such corporation represented at a meeting at which a quorum is
present and a majority of the portion of the outstanding voting shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder, by certain other persons who acquire or transfer voting shares
after public announcement of the acquisition or by certain officers of the
corporation or directors of the corporation who are employees of the
corporation. The Control Share Acquisition Statute was intended, in part, to
protect shareholders of Ohio corporations from coercive tender offers.

         Takeover Bid Statute. Ohio law provides that an offeror may not make a
tender offer or request or invitation for tenders that would result in the
offeror beneficially owning more than ten percent of any class of the target
company's equity securities unless such offeror files certain information with
the Ohio Division of Securities (the "Securities Division") and provides such
information to the target company and the offerees within Ohio. The Securities
Division may suspend the continuation of the control bid if the Securities
Division determines that the offeror's filed information does not provide full
disclosure to the offerees of all material information concerning the control
bid. The statute also provides that an offeror may not acquire any equity
security of a target company within two years of the offeror's previous
acquisition of any equity security of the same target company pursuant to a
control bid unless the Ohio offerees may sell such security to the offeror on
substantially the same terms as provided by the previous control bid. The
statute does not apply to a transaction if either the offeror or the target
company is a savings and loan holding company and the proposed transaction
requires federal regulatory approval.


                                    TAXATION

Federal Taxation

         ASB and American are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, ASB and American may be subject to an alternative minimum tax. An
alternative minimum tax is imposed at a minimum tax rate of 20% on "alternative
minimum taxable income" (which is the sum of a corporation's regular taxable
income, with certain adjustments, and tax preference items), less any available
exemption. Such tax preference items include interest on certain tax-exempt
bonds issued after August 7, 1986. In addition, 75% of the amount by which a
corporation's "adjusted current earnings" exceeds its alternative minimum
taxable income computed without regard to this preference item and prior to
reduction by net operating losses, is included in alternative minimum taxable
income. Net operating losses can offset no more than 90% of alternative minimum
taxable income. The alternative minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax liabilities in future years. However, the
Taxpayer Relief Act of 1997 repealed the alternative minimum tax for certain
"small corporations" for tax years beginning after December 31, 1997. A
corporation initially qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning after December 31, 1996. Once a corporation is recognized as a
small corporation, it will continue to be exempt from the alternative minimum
tax for as long as its average gross receipts for the prior three-year period
does not exceed $7,500,000. In determining if a corporation meets this
requirement, the first year that it achieved small corporation status is not
taken into consideration.

         American's average gross receipts for the three tax years ending on
June 30, 2002, is $10.1 million, and, as a result, American does not qualify as
a small corporation exempt from the alternative minimum tax.

         Certain thrift institutions, such as American, are allowed deductions
for bad debts under methods more favorable than those granted to other
taxpayers. Qualified thrift institutions may compute deductions for bad debts
using either the specific charge-off method of Section 166 of the Code or the
experience method of Section 593 of the Code. The experience method is also
available to small banks. Under the experience method, a thrift institution is
generally allowed a deduction for an addition to its bad debt reserve equal to
the greater of (i) an amount based on its actual average experience for losses
in the current and five preceding taxable years, or (ii) an amount necessary to
restore the reserve to its balance as of the close of the base year.

         Thrift institutions that are treated as small banks are allowed to
utilize the experience method applicable to such institutions, while thrift
institutions that are treated as large banks are required to use only the
specific charge off method.


                                     -18-

<PAGE>
         A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, commencing with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like American, the amount
of the institution's applicable excess reserves generally is the excess of (i)
the balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

         For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), which require recapture in the case of certain excessive
distributions to shareholders. The pre-1988 reserves may not be utilized for
payment of cash dividends or other distributions to a shareholder (including
distributions in dissolution or liquidation) or for any other purpose (except to
absorb bad debt losses). Distribution of a cash dividend by a thrift institution
to a shareholder is treated as made: first, out of the institution's post-1951
accumulated earnings and profits; second, out of the pre-1988 reserves; and
third, out of such other accounts as may be proper. To the extent a distribution
by American to ASB is deemed paid out of its pre-1988 reserves under these
rules, the pre-1988 reserves would be reduced and the gross income of American
for tax purposes would be increased by the amount which, when reduced by the
income tax, if any, attributable to the inclusion of such amount in its gross
income, equals the amount deemed paid out of the pre-1988 reserves. As of June
30, 2002, the pre-1988 reserves of American for tax purposes totaled
approximately $1.9 million. American believes it had approximately $2.5 million
of accumulated earnings and profits for tax purposes as of June 30, 2002, which
would be available for dividend distributions, provided regulatory restrictions
applicable to the payment of dividends are met. No representation can be made as
to whether American will have current or accumulated earnings and profits in
subsequent years.

         The tax returns of American have been audited or closed without audit
through fiscal year 1998. In the opinion of management, any examination of open
returns would not result in a deficiency which could have a material adverse
effect on the financial condition of American.

Ohio Taxation

         ASB is subject to the Ohio corporation franchise tax, which, as applied
to ASB, is a tax measured by both net earnings and net worth. The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and
8.5% of computed Ohio taxable income in excess of $50,000 or (ii) .400% times
taxable net worth.

         In computing its tax under the net worth method, ASB may exclude 100%
of its investment in the capital stock of American, as reflected on the balance
sheet of ASB in computing its taxable net worth as long as it owns at least 25%
of the issued and outstanding capital stock of American. The calculation of the
exclusion from net worth is based on the ratio of the excludable investment (net
of any appreciation or goodwill included in such investment) to total assets
multiplied by the net value of the stock. As a holding company, ASB may be
entitled to various other deductions in computing taxable net worth that are not
generally available to operating companies.



                                      -19-
<PAGE>

         ASB may elect to be a "qualifying holding company" and as such be
exempt from the net worth tax. A corporation franchise tax based salary on net
earnings would still apply. To be exempt, ASB must satisfy all of the
requirements of the applicable statute, including making related member
adjustments that could affect the taxable net worth of American.

         American is a "financial institution" for State of Ohio tax purposes.
As such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.3% of the taxable book
net worth. As a "financial institution," American is not subject to any tax
based upon net income or net profits imposed by the State of Ohio.

Item 2.           Description of Property

                  American owns the property at 503 Chillicothe Street,
Portsmouth, Ohio, on which its main office is located and the properties at 118
North Market Street, Waverly, Ohio and 907 Chillicothe Street, Portsmouth, Ohio.
At June 30, 2002, the net book value of these properties, including the
buildings was $1.1 million, and American's office premises and equipment had a
total net book value of $1.3 million. For additional information regarding
American's office premises and equipment, see Notes A and E of Notes to
Consolidated Financial Statements.

Item 3.           Legal Proceedings

                  Neither ASB nor American is presently involved in any legal
proceedings of a material nature. From time to time, American is a party to
legal proceedings incidental to its business to enforce its security interest in
collateral pledged to secure loans made by American.

                                     PART II

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

                  Not applicable.

Item 5.           Market for Common Equity and Related Stockholder Matters

                  The information contained in the ASB Financial Corp. Annual
Report to Shareholders for the fiscal year ended June 30, 2002 (the "Annual
Report"), under the caption "Market Price of ASB's Common Shares and Related
Shareholder Matters" is incorporated herein by reference.

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

                  The information contained in the Annual Report under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" is incorporated herein by reference.

Item 7.           Consolidated Financial Statements

                  The Consolidated Financial Statements contained in the Annual
Report and the opinion of Grant Thornton LLP, dated August 7, 2002, are
incorporated herein by reference.

Item 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure

                  Not applicable.

                                    PART III

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

                  The information contained in the definitive Proxy Statement
for the 2002 Annual Meeting of Shareholders of ASB Financial Corp. (the "Proxy
Statement") under the captions "Board of Directors," "Executive Officers,"
"Ownership of ASB Stock" and "Section 16(a) Beneficial Ownership Reporting
Compliance" is incorporated herein by reference.




                                      -20-
<PAGE>

Item 10.          Executive Compensation

                  The information contained in the Proxy Statement under the
caption "Compensation of Executive Officers and Directors" is incorporated
herein by reference.

Item 11.          Security Ownership of Certain Beneficial Owners and Management

                  The information contained in the Proxy Statement under the
caption "Ownership of ASB Stock" is incorporated herein by reference.

                  ASB maintains the ASB Financial Corp. Stock Option and
Incentive Plan (the "Plan") under which it may issue equity securities to its
directors, officers and employees in exchange for goods or services. The Plan
was approved by ASB's shareholders at the 1995 Annual Meeting of Shareholders.

                  The following table shows, as of June 30, 2002, the number of
common shares issuable upon exercise of outstanding stock options, the weighted
average exercise price of those stock options, and the number of common shares
remaining for future issuance under the Plan, excluding shares issuable upon
exercise of outstanding stock options.

<TABLE>
<CAPTION>
                                                         Equity Compensation Plan Information
                                            (a)                         (b)                          (c)
                                                                                            Number of securities
                                                                                           remaining available for
                                    Number of securities                                    future issuance under
                                     to be issued upon            Weighted-average        equity compensation plans
                                        exercise of              exercise price of          (excluding securities
Plan Category                       outstanding options         outstanding options       reflected in column (a))
<S>                                         <C>                         <C>                             <C>
------------------------------------------------------------------------------------------------------------------

Equity compensation plans
approved by security holders                 212,915                       $7.69                        21,979
------------------------------------------------------------------------------------------------------------------

Equity compensation plans
not approved by security
holders.                                         N/A                         N/A                           N/A
------------------------------------------------------------------------------------------------------------------

Total                                        212,915                       $7.69                        21,979

------------------------------------------------------------------------------------------------------------------
</TABLE>


Item 12.          Certain Relationships and Related Transactions

                  Not applicable.

Item 13.          Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           3.1      Articles of Incorporation (incorporated by
                                    reference)

                           3.2      Code of Regulations (incorporated by
                                    reference)

                           10.1     ASB Financial Corp. 1995 Stock Option and
                                    Incentive Plan (incorporated by reference)

                           10.2     American Savings Bank, fsb Management
                                    Recognition Plan and Trust Agreement
                                    (incorporated by reference)


                                      -21-
<PAGE>
                           13       Annual Report (the following parts of which
                                    are incorporated herein by reference:
                                    "Market Price of ASB Common Shares and
                                    Related Shareholder Matters;" "Management's
                                    Discussion and Analysis of Financial
                                    Condition and Results of Operations;" and
                                    Consolidated Financial Statements.)

                           20       Proxy Statement

                           21       Subsidiaries of ASB Financial Corp.
                                    (incorporated by reference)

                           99.1     Certification of Chief Executive Officer
                                    Pursuant to 18 U.S.C. Section 1350 (Section
                                    906 of the Sarbanes-Oxley Act of 2002)

                           99.2     Certification of Chief Financial Officer
                                    Pursuant to 18 U.S.C. Section 1350 (Section
                                    906 of the Sarbanes-Oxley Act of 2002

                  (b)    No reports on Form 8-K have been filed during the
                         last quarter of the fiscal year covered by this Report.


Item 14.          Controls and Procedures

                  Since this Form 10-KSB is being filed for the period ended
June 30, 2002, no disclosures are required pursuant to Item 307(a) of Regulation
S-B. There have not been any significant changes in internal controls or in
other factors that would require disclosure pursuant to Item 307(b).




























                                      -22-
<PAGE>



                                   SIGNATURES

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

                                        ASB FINANCIAL CORP.


                                        By /s/ Robert M. Smith
                                          ---------------------------------
                                           Robert M. Smith
                                           President


                                           Date: September 27, 2002

         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.



By /s/ Gerald R. Jenkins                   By /s/ Lee O. Fitch
  -------------------------------            ------------------------
    Gerald R. Jenkins                          Lee O. Fitch
    Director                                   Director


Date: September 27, 2002                   Date: September 27, 2002



By /s/ William J. Burke                    By /s/ Louis M. Schoettle
  -------------------------------            -----------------------
    William J. Burke                           Louis M. Schoettle
    Director                                   Director


Date: September 27, 2002                   Date: September 27, 2002



By /s/ Robert M. Smith                     By /s/ Michael L. Gampp
  -------------------------------            ---------------------
    Robert M. Smith                            Michael L. Gampp
    President and Director                     Chief Financial Officer
    (Principal Executive Officer)              (Principal Financial Officer and
                                                  Principal Accounting Officer)

Date: September 27, 2002                   Date: September 27, 2002














                                      -23-
<PAGE>


                                  CERTIFICATION

I, Robert M. Smith, certify that:

1.   I have reviewed this annual report on Form 10-KSB of ASB Financial Corp.;

2.   Based on my  knowledge,  this  annual  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 annual report; and

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



Date: September 27, 2002                     /s/ Robert M. Smith
                                             -------------------------------
                                             Robert M. Smith
                                             President
                                             [Chief Executive Officer]













































                                      -24-
<PAGE>


                                  CERTIFICATION

I, Michael L. Gampp, certify that:

1.   I have reviewed this annual report on Form 10-KSB of ASB Financial Corp.;

2.   Based on my  knowledge,  this  annual  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 annual report; and

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



Date: September 27, 2002                    /s/ Michael L. Gampp
                                            -------------------------------
                                            Michael L. Gampp
                                            Chief Financial Officer

































                                      -25-
<PAGE>

<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

  EXHIBIT
  NUMBER         DESCRIPTION
<S>                     <C>                                                                 <C>

     3.1         Articles of Incorporation of ASB Financial Corp.              Incorporated by reference to the Form
                                                                               10-KSB for fiscal year ended June 30,
                                                                               1995 filed by ASB on September 28, 1995
                                                                               (the "1995 Form 10-KSB") with the
                                                                               Securities and Exchange Commission (the
                                                                               "SEC"), Exhibit 3.3

     3.4         Code of Regulations of ASB Financial Corp.                    Incorporated by reference to the 1995
                                                                               Form 10-KSB, Exhibit 3.5

     10.1        ASB Financial Corp. 1995 Stock Option and Incentive Plan      Incorporated by reference to the Form
                                                                               10-KSB for the fiscal year ended
                                                                               June 30, 1996 filed with the SEC on
                                                                               September 30, 1996, (the "1996 Form
                                                                               10-KSB") Exhibit 10.1

     10.2        American Savings Bank, fsb Management Recognition Plan        Incorporated by reference to the 1996
                 and Trust Agreement                                           Form 10-KSB, Exhibit 10.2

     13          2002 Annual Report to Shareholders

     20          Proxy Statement for 2002 Annual Meeting                       Incorporated by reference to the Proxy
                                                                               Statement for the 2002 Annual Meeting of
                                                                               Shareholders filed with the SEC on
                                                                               September 23, 2002

     21          Subsidiaries of ASB Financial Corp.                           Incorporated by reference to the 1995
                                                                               Form 10-KSB, Exhibit 21

     99.1        Certification of Chief Executive Officer Pursuant
                 to18 U.S.C. Section 1350

     99.2        Certification of Chief Financial Officer Pursuant to
                 18 U.S.C. Section 1350
</TABLE>










                                      -26-