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, 2003

                                     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. [X]

      The issuer's revenues for the fiscal year ended June 30, 2003, were
$10.3 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 $33.1 million on
September 8, 2003.

                1,655,497 of the issuer's common shares were
                issued and outstanding on September 8, 2003.

                     DOCUMENTS INCORPORATED BY REFERENCE

           Part II of Form 10-KSB - Portions of the Annual Report
          to Shareholders for the fiscal year ended June 30, 2003.

          Part III of Form 10-KSB - Portions of the Proxy Statement
                for the 2003 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 engages principally 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 Cities of Portsmouth and Waverly, Ohio and contiguous areas of Scioto
County 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 County and Pike County, Ohio, and for deposits
consists of Scioto County and adjacent communities in North Central
Kentucky and Pike County.

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


<PAGE>  1


      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,
                                        --------------------------------------------------------------------
                                                2003                    2002                    2001
                                        --------------------    --------------------    --------------------
                                                    Percent                 Percent                 Percent
                                                    of total                of total                of total
                                         Amount      loans       Amount      loans       Amount      loans
                                         ------     --------     ------     --------     ------     --------
                                                               (Dollars in thousands)


                                     <c>          <c>        <c>          <c>        <c>          <c>
Real estate loans:
  One- to four-family                   $ 71,530      61.1%     $ 73,300      65.8%     $ 71,817      67.6%
  Multifamily                              6,224       5.3         4,717       4.2         3,452       3.2
  Nonresidential and land                 15,643      13.4        12,436      11.2        11,684      11.0
  Construction                             3,996       3.4         1,342       1.2         1,649       1.6
  Home equity                              4,160       3.6         5,093       4.6         5,366       5.0
                                        --------     -----      --------     -----      --------     -----
      Total real estate loans            101,553      86.8        96,888      87.0        93,968      88.4
Commercial                                11,336       9.7        10,622       9.5         8,094       7.6
Consumer and other loans:
  Passbook                                   461        .4           647        .6           594        .6
  Home improvement                         1,427       1.2         1,220       1.1         1,194       1.1
  Automobile                               1,585       1.3         1,801       1.6         1,979       1.9
  Other                                      646        .6           234        .2           461        .4
                                        --------     -----      --------     -----      --------     -----
      Total consumer and other loans       4,119       3.5         3,902       3.5         4,228       4.0
                                        --------     -----      --------     -----      --------     -----

Total loans                              117,008     100.0%      111,412     100.0%      106,290     100.0%
                                                     =====                   =====                   =====
Less:
  Loans in process                           843                   1,365                   2,065
  Net deferred loan origination fees
   and unearned discounts                    182                     177                     204
  Allowance for loan losses                1,009                     855                     713
                                        --------                --------                --------
Total loans - net                       $114,974                $109,015                $103,308
                                        ========                ========                ========
</TABLE>

      Loan Maturity. The following table sets forth the contractual
maturity of American's total loans at June 30, 2003 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)


                            <c>                   <c>                    <c>                 <c>          <c>
2004                           $ 2,955               $  485                 $ 4,815             $1,457       $  9,712
2005                             3,659                1,003                   5,360              1,235         11,257
2006                             3,840                1,016                   3,009              1,334          9,199
2007 - 2008                      8,015                1,321                   2,945                 93         12,374
2009 - 2013                     22,411                1,380                   6,731                  -         30,522
2014 - 2018                     15,278                1,863                   4,334                  -         21,475
2019 and thereafter             22,469                    -                       -                  -         22,469
                               -------               ------                 -------             ------       --------
      Total                    $78,627               $7,068                 $27,194             $4,119       $117,008
                               =======               ======                 =======             ======       ========

<FN>
--------------------
<F1>  Includes construction loans.
<F2>  Includes home equity loans.
<F3>  Includes land development and commercial loans.
</FN>
</TABLE>

      Loans Secured by One- to Four-Family Real Estate. American's
principal lending activity is the origination of permanent conventional
loans secured by first mortgages on one- to four-family residences,
primarily single-family homes, located within its primary market area. At
June 30, 2003, American's one- to four-family residential real estate loan
portfolio, including construction loans secured by one- to four-family
residences, was approximately $74.5 million, or 63.6% of total loans.

      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


<PAGE>  2


purchased by the borrower usually covers the principal amount of any loan
which exceeds an 85% LTV at the time of origination.

      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. Adjustable-rate loans totaled $7.4 million, or 10.4%
of one- to four-family loans, at June 30, 2003.

      American also offers home equity loans on one- to four-family
residences with LTV's of up to 100%. At June 30, 2003, American's home
equity loans totaled $4.2 million, or 3.6% 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 35% 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, 2003, loans secured by multifamily properties totaled
approximately $6.2 million, or 5.3% 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,
2003, approximately $14.2 million, or 12.1% of American's total loans, were
secured by nonresidential real estate. The majority of these 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, all of which are located in American's primary
market area. Also included in American's nonresidential real estate loan
portfolio is $4.1 million in participation interests which have been
purchased in loans originated by other financial institutions.

      American has land loans with principal balances totaling $1.4 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, 2003,
American had outstanding nonresidential real estate construction loans with
an aggregate balance of $215,000.

      Although 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 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.


<PAGE>  3


      Construction Loans. American makes loans to individuals for the
construction and permanent financing of their primary residences.
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 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, 2003,
construction loans, in the aggregate, totaled $4.0 million, or 3.4% 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, 2003, approximately $11.3 million, or
9.7%, 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, 2003, approximately $4.1 million, or 3.5% of American's
total loans, were 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 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. For construction loans, an appraiser also evaluates the
building plans, construction specifications and estimates of construction
costs, and American evaluates the feasibility of the proposed construction
project and the experience and record of the builder. Upon the completion
of the appraisal and the receipt of information on the credit history of
the borrower, the loan application is submitted to American's Executive
Committee for review in accordance with American's underwriting guidelines.
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 that 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.

      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.


<PAGE>  4


      Loan Originations, Purchases and Sales. In fiscal 2001 American began
to originate loans with documentation that conforms to the secondary market
standards of the Federal Home Loan Mortgage Corporation ("FHLMC") and the
Federal National Mortgage Association ("FNMA"), although currently American
originates both fixed-rate loans and ARMs for its portfolio with no
intention of selling such loans in the secondary market. The documentation
for loans in American's portfolio originated before 2001 does not conform
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, both of which are
headquartered in Ohio. Whole loans and 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,
                                                          -------------------------------
                                                           2003        2002        2001
                                                           ----        ----        ----
                                                                  (In thousands)


                                                       <c>         <c>         <c>
Loans originated:
  Adjustable-rate:
    One- to four-family real estate                       $ 1,685     $ 3,075     $ 3,616
    Multifamily real estate                                 1,211           -           -
    Nonresidential real estate                              1,480       3,832       4,451
    Commercial                                              2,720       2,459       2,286
                                                          -------     -------     -------
      Total adjustable-rate                                 7,096       9,366      10,353

  Fixed-rate:
    One- to four-family real estate                        23,346      16,945      11,830
    Nonresidential real estate                              1,486         136         155
    Commercial                                              9,305       5,451       3,492
    Consumer                                                1,588       2,635       2,817
                                                          -------     -------     -------
      Total fixed-rate                                     35,725      25,167      18,294

Loans purchased                                             2,750       2,000       2,872
Loans acquired from Waverly Building and Loan Company           -       3,770           -
                                                          -------     -------     -------
      Total loans originated, purchased and acquired       45,571      40,303      31,519

Reductions:
  Principal repayments                                     38,907      34,588      23,005
Increase (decrease) in other items, net (1)                  (705)         (8)         50
                                                          -------     -------     -------
Net increase                                              $ 5,959     $ 5,707     $ 8,564
                                                          =======     =======     =======

<FN>
--------------------
<F1>  Consists of loans in process, unearned discounts and deferred loan
      origination fees and the allowance for loan losses.
</FN>
</TABLE>


<PAGE>  5


      Federal Lending Limit. OTS regulations limit 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 $2.2
million to one borrower at June 30, 2003. The largest loan American had
outstanding to one borrower at June 30, 2003, was a $1.7 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. For loans originated prior to fiscal 2001,
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. Loan
payments on loans originated since fiscal 2001 are due the first day of the
month, with the portion of the payment applicable to interest having
accrued during the preceding 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 after payment is due, second notices are sent
and telephone calls are made to the borrower. A real estate loan is
assessed a late penalty of 3% of the payment due 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 loss allowance for the amount of the loan.


<PAGE>  6


      The following table reflects the amount of loans in a delinquent
status at the dates indicated:

<TABLE>
<CAPTION>

                                                                       At June 30, 2003
                             -----------------------------------------------------------------------------------------------------
                             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)


                            <c>    <c>      <c>         <c>     <c>      <c>         <c>    <c>     <c>    <c>    <c>     <c>
Loans delinquent for:
  30-59 days                   29     $1,946   1.7%        -       $  -      -          15     $259    .2%     44    $2,205  1.9%
  60-89 days                    7        252    .2         -          -      -          12       85    .1      19       337   .3
  90 days and over             17        742    .6         3        245     .2          18      231    .2      38     1,218  1.0
                               --     ------   ---         -       ----     --          --     ----    --     ---    ------  ---
      Total delinquent loans   53     $2,940   2.5%        3       $245     .2%         45     $575    .5%    101    $3,760  3.2%
                               ==     ======   ===         =       ====     ==          ==     ====    ==     ===    ======  ===

<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)


                            <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        632    .6         -          -      -          10       75    .1      31       707   .6
                               --     ------   ---         -       ----     --          --     ----    --     ---    ------  ---
      Total delinquent loans   44     $2,386   2.2%        -       $  -      -%         31     $380    .4%     82    $2,766  2.5%
                               ==     ======   ===         =       ====     ==          ==     ====    ==     ===    ======  ===

<CAPTION>

                                                                       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)


                            <c>    <c>      <c>         <c>     <c>      <c>         <c>    <c>     <c>    <c>    <c>     <c>
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%
                               ==     ======   ===         =       ====     ==          ==     ====    ==     ===    ======  ===

<FN>
--------------------
<F1>  Percentages correlate to total loans before net items.
<F2>  Includes land loans.
</FN>
</TABLE>


<PAGE>  7


      Nonperforming assets include nonaccrual loans, accruing loans which
are delinquent 90 days or more, restructured loans, repossessed assets and
real estate acquired by foreclosure or by deed-in-lieu thereof. 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,
                                             ----------------------------
                                              2003       2002       2001
                                              ----       ----       ----
                                                (Dollars in thousands)


                                          <c>        <c>        <c>
Nonaccrual loans                             $  828       $426       $493

Accruing loans delinquent
 90 days or more                                390        281        125
                                             ------       ----       ----
    Total nonperforming loans                 1,218        707        618

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

  Total nonperforming assets                 $1,218       $707       $618
                                             ======       ====       ====

  Allowance for loan losses                  $1,009       $855       $713
                                             ======       ====       ====

  Nonperforming assets as a percent
   of total assets                              .80%       .48%       .44%

  Allowance for loan losses as a percent
   of nonperforming assets                    82.77%    120.93%    115.37%
</TABLE>

      For the year ended June 30, 2003, gross interest income which
American would have recorded had nonaccrual loans been current in
accordance with their original terms was $58,000, and American recorded
$12,000 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.


<PAGE>  8


      The aggregate amounts of American's classified assets at the dates
indicated were as follows:

<TABLE>
<CAPTION>

                                        At June 30,
                                  ------------------------
                                   2003      2002     2001
                                   ----      ----     ----
                                       (In thousands)


                               <c>        <c>      <c>
Classified assets
  Substandard                     $1,189     $949     $681
  Doubtful                             -        -        -
  Loss                                29        -        -
                                  ------     ----     ----
      Total classified assets     $1,218     $949     $681
                                  ======     ====     ====
</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 a change in its classification is 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 assets, 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,
                                                    ---------------------------
                                                      2003      2002     2001
                                                      ----      ----     ----
                                                     (Dollars in thousands)


                                                  <c>        <c>      <c>
Balance at beginning of period                       $  855     $713     $723
Charge-offs:
  Residential real estate loans (1)                      (8)     (42)       -
  Nonresidential real estate (2)                        (75)     (29)       -
  Consumer loans                                        (12)     (17)     (11)
                                                     ------     ----     ----
      Total charge-offs                                 (95)     (88)     (11)
Provision for losses on loans                           249       70        1
Allowance resulting from acquisition of Waverly
 Building and Loan Company                                -      160        -
                                                     ------     ----     ----

  Balance at end of period                           $1,009     $855     $713
                                                     ======     ====     ====

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

<FN>
--------------------
<F1>  Includes multifamily loans.
<F2>  Includes commercial loans.
</FN>
</TABLE>


<PAGE>  9


      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,
                                       -----------------------------------------------------------------------------
                                                2003                       2002                       2001
                                       -----------------------    -----------------------    -----------------------
                                                  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)


                                    <c>          <c>            <c>         <c>            <c>         <c>
Balance at year end applicable to:
  Real estate loans                    $  505        86.9%         $484         87.0%         $471         88.4%
  Commercial loans                        345         9.7           215          9.5           115          7.6
  Consumer and other loans                159         3.4           156          3.5           127          4.0
                                       ------       -----          ----        -----          ----        -----
      Total                            $1,009       100.0%         $855        100.0%         $713        100.0%
                                       ======       =====          ====        =====          ====        =====
</TABLE>

Investment Activities

      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,
                                         -------------------------------------------------------------------------
                                                 2003                      2002                      2001
                                         ---------------------     ---------------------     ---------------------
                                         Carrying     Percent      Carrying     Percent      Carrying     Percent
                                          value       of total      value       of total      value       of total
                                         --------     --------     --------     --------     --------     --------
                                                                  (Dollars in thousands)


                                      <c>           <c>         <c>           <c>         <c>           <c>
Investments designated
 as held to maturity:
  Interest-bearing deposits in other
   financial institutions                $ 4,851        27.2%      $ 6,376        23.4%      $ 4,009        16.2%

Investments designated
 as available for sale:
  U.S. Government agency obligations      12,022        67.3        19,576        71.9        19,407        78.3
  Municipal obligations                      208         1.2            40          .1             -           -
  Corporate equity securities                  -           -           302         1.1           276         1.1
  FHLMC stock                                775         4.3           948         3.5         1,089         4.4
                                         -------       -----       -------       -----       -------       -----
  Total investments designated
   as available for sale                  13,005        72.8        20,866        76.6        20,772        83.8
                                         -------       -----       -------       -----       -------       -----
Total investments                        $17,856       100.0%      $27,242       100.0%      $24,781       100.0%
                                         =======       =====       =======       =====       =======       =====
</TABLE>

      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 other investments permitted by federal regulations.


<PAGE>  10


      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, 2003:

<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)


                            <c>           <c>         <c>           <c>         <c>           <c>        <c>          <c>
Investments designated as
 available for sale:
  U.S. Government
   agency obligations          $3,810        2.50%       $6,135        2.70%       $1,987        3.71%      $11,932      $12,022
  Municipal obligations           163        1.95%           40        4.23             -           -           203          208
  FHLMC stock                       -           -             -           -             -           -            15          775
                               ------        ----        ------        ----        ------        ----       -------      -------
      Total                    $3,973        2.47%       $6,175        2.71%       $1,987        3.71%      $12,150      $13,005
                               ======        ====        ======        ====        ======        ====       =======      =======
</TABLE>

      American has been an active purchaser of mortgage-backed securities.
At June 30, 2003, mortgage-backed securities totaled $12.1 million, or 7.9%
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, all of which are designated as available for sale, at the dates
indicated.

<TABLE>
<CAPTION>

                                            At June 30, 2003                                   At June 30, 2002
                            ------------------------------------------------   ------------------------------------------------
                                          Gross        Gross                                 Gross        Gross
                            Amortized   unrealized   unrealized   Estimated    Amortized   unrealized   unrealized   Estimated
                              cost        gains        losses     fair value     cost        gains        losses     fair value
                            ---------   ----------   ----------   ----------   ---------   ----------   ----------   ----------
                                                                      (In thousands)


                          <c>           <c>           <c>       <c>          <c>            <c>          <c>        <c>
Available for sale:
  FHLMC participation
   certificates              $ 3,593       $ 43          $-        $ 3,636      $1,441         $ 35         $-         $1,476
  FNMA participation
   certificates                6,468         51           -          6,519       2,373           15          3          2,385
  GNMA participation
   certificates                1,817         69           -          1,886       2,355           97          -          2,452
  Collateralized mortgage
   obligations                    89          -           -             89         780            -          2            778
                             -------       ----          --        -------      ------         ----         --         ------
    Total mortgage-backed
     securities              $11,967       $163          $-        $12,130      $6,949         $147         $5         $7,091
                             =======       ====          ==        =======      ======         ====         ==         ======

<CAPTION>

                                            At June 30, 2001
                            ------------------------------------------------
                                          Gross        Gross
                            Amortized   unrealized   unrealized   Estimated
                              cost        gains        losses     fair value
                            ---------   ----------   ----------   ----------
                                            (In thousands)


                          <c>           <c>          <c>         <c>
Available for sale:
  FHLMC participation
   certificates              $  772        $22          $ -         $  794
  FNMA participation
   certificates                 475          9            -            484
  GNMA participation
   certificates               3,207         42           13          3,236
  Collateralized mortgage
   obligations                4,196         18           12          4,202
                             ------        ---         ----         ------
    Total mortgage-backed
     securities              $8,650        $91         $ 25         $8,716
                             ======        ===         ====         ======
</TABLE>


<PAGE>  11


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 negotiable order of withdrawal ("NOW")
accounts, super 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,
                                        --------------------------------------------------------------------
                                                2003                    2002                    2001
                                        --------------------    --------------------    --------------------
                                                    Percent                 Percent                 Percent
                                                    of total                of total                of total
                                         Amount     deposits     Amount     deposits     Amount     deposits
                                         ------     --------     ------     --------     ------     --------
                                                               (Dollars in thousands)


                                     <c>          <c>        <c>          <c>        <c>          <c>
Transaction accounts:
  Passbook accounts                     $ 10,963       8.4%     $ 10,919       8.6%     $  8,004       6.6%
  Demand, NOW and Super NOW accounts       8,463       6.5         8,297       6.5         8,429       7.0
  Money market deposit accounts           30,319      23.2        21,920      17.3        18,292      15.2
                                        --------     -----      --------     -----      --------     -----

      Total transaction accounts          49,745      38.1        41,136      32.4        34,725      28.8

Certificates of deposit:
  0.00 - 1.99%                             6,332       4.8             -         -             -         -
  2.00 - 2.99%                            30,521      23.3        18,612      14.7             -         -
  3.00 - 3.99%                            32,368      24.8        23,574      18.6           254        .2
  4.00 - 4.99%                            10,157       7.8        20,196      15.9        12,638      10.4
  5.00 - 5.99%                             1,198        .9        15,071      11.9        30,836      25.5
  6.00 - 6.99%                               279        .2         6,835       5.4        29,812      24.7
  7.00 - 7.99%                               180        .1         1,373       1.1        12,391      10.3
  8.00 - 8.99%                                 -         -            75         -            69        .1
                                        --------     -----      --------     -----      --------     -----

      Total certificates of deposit       81,035      61.9        85,736      67.6        86,000      71.2
                                        --------     -----      --------     -----      --------     -----

      Total deposits                    $130,780     100.0%     $126,872     100.0%     $120,725     100.0%
                                        ========     =====      ========     =====      ========     =====
</TABLE>


<PAGE>  12


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

<TABLE>
<CAPTION>

                               At June 30,
                      -----------------------------
                       2003       2002       2001
                       ----       ----       ----
                             (In thousands)


                   <c>        <c>        <c>
Less than one year    $13,442    $59,243    $59,377
One to two years       54,869     21,897     25,150
Two to three years      3,808      1,960      1,071
Over three years        8,916      2,636        402
                      -------    -------    -------
Total                 $81,035    $85,736    $86,000
                      =======    =======    =======
</TABLE>

      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, 2003:

<TABLE>
<CAPTION>

                                                                         At June 30, 2003
                                                                         ----------------
                                                                          (In thousands)


                                                                           <c>
Certificates of deposit with balances of $100,000
 or more maturing in quarter ending (1):
  September 30, 2003                                                          $ 1,836
  December 31, 2003                                                             2,214
  March 31, 2004                                                                1,131
  June 30, 2004                                                                   198
  After June 30, 2004                                                             850
                                                                              -------

      Total certificates of deposit with balances of $100,000 or more           6,229
Savings and demand deposits with balances of $100,000 or more                   6,597
                                                                              -------
      Total deposits with balances of $100,000 or more                        $12,826
                                                                              =======

<FN>
--------------------
<F1>  Account balances over $100,000 are not insured by the FDIC.
</FN>
</TABLE>

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

<TABLE>
<CAPTION>

                                          Year ended June 30,
                                  ----------------------------------
                                    2003         2002         2001
                                    ----         ----         ----
                                        (Dollars in thousands)


                               <c>          <c>          <c>
Beginning balance                 $126,872     $120,725     $110,007
Deposits                           769,775      543,956      296,499
Deposits acquired from Waverly
 Building and Loan Company               -        4,723            -
Withdrawals                       (768,129)    (547,474)    (290,880)
Interest credited                    2,262        4,942        5,099
                                  --------     --------     --------
Ending balance                    $130,780     $126,872     $120,725
                                  ========     ========     ========

Net increase                      $  3,816     $  6,147     $ 10,718
                                  ========     ========     ========
Percent increase                      3.01%        5.09%        9.74%
                                  ========     ========     ========
</TABLE>

      Borrowings. American's other sources of funds include advances from
the Federal Home Loan Bank ("FHLB") of Cincinnati 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, or 5% of its outstanding
advances from the FHLB of Cincinnati. American complies with this
requirement with an investment in stock of the FHLB of Cincinnati of $1.1
million at June 30, 2003.


<PAGE>  13


      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 FHLB, if such collateral has a readily
ascertainable value and the FHLB can perfect its security interest in the
collateral. At June 30, 2003, American had $4.2 million outstanding in
advances from the FHLB. American had no other borrowings during fiscal
2003.

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

<TABLE>
<CAPTION>

                                          At June 30,
                                  ----------------------------
                                   2003       2002       2001
                                   ----       ----       ----
                                     (Dollars in thousands)


                               <c>        <c>        <c>
FHLB advances                     $4,188     $4,223     $4,257
Weighted average interest rate      1.33%      1.95%      3.78%
</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,
                                    -----------------------------
                                     2003       2002       2001
                                     ----       ----       ----
                                        (Dollars in thousands)


                                 <c>        <c>        <c>
FHLB advances:
  Maximum balance                   $7,409     $6,560     $6,788
  Average balance                   $4,354     $5,039     $5,217
  Weighted average interest rate      1.63%      2.36%      6.63%
</TABLE>

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 two wholly-owned subsidiaries. A.S.L. Services, Inc.
("ASL") owns stock in American's data processing service provider. At June
30, 2003, the stock held by ASL 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,
2003. Additionally, American owns ASB Community Development Corporation
("ASB Development"), which was formed in March 2003 for the purpose of
participating in a federal tax program designed to promote lending in new
markets, which in turn will provide federal income tax credits to American.
At June 30, 2003, ASB Development's assets consisted of cash totaling $1.9
million and loans of approximately $100,000.

Personnel

      As of June 30, 2003, American had 31 full-time employees and 11 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.


<PAGE>  14


                                 REGULATION

General

      As a savings and loan holding company, 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
an Ohio corporation, ASB is subject to provisions of the Ohio Revised Code
applicable to corporations generally.

      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.

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. 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. 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.

      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. American exceeded these requirements
with tangible capital of 8.6%, core capital of 8.6% and risk-based capital
of 15.8% at June 30, 2003.

      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. An undercapitalized association 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, 2003, 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


<PAGE>  15


on an average during each of four preceding calendar quarters and must
provide adequate assurances of performance.

      Qualified Thrift Lender Test. If a savings association fails to meet
one of the two tests in order to be a qualified thrift lender ("QTL"), the
association and its holding company become subject to certain operating and
regulatory restrictions. 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 first 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 by residential real estate or deposits,
educational loans and certain governmental obligations. The OTS may grant
exceptions to the QTL tests under certain circumstances. At June 30, 2003,
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,
2003.

      All transactions between savings associations and their affiliates
must comply with Sections 23A and 23B of the Federal Reserve Act (the
"FRA") and the Federal Reserve Board's Regulation W. 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 up 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 up 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, acceptance of securities issued by an affiliate as collateral for
an extension of credit to any person, 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, 2003.

      Limitations on Capital Distributions. The OTS imposes various
restrictions or requirements on the ability of savings 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 holding company must file a notice
or an application with the OTS before it can pay a dividend. An application
must be submitted to and approved by the OTS 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. As a unitary savings and loan holding
company, ASB generally has no restrictions on its activities. If, however,
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,


<PAGE>  16


soundness or stability of its subsidiary savings association, 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. If the savings association subsidiary of a holding
company fails to meet the QTL test, then the holding company would become
subject to the activities restrictions applicable to multiple holding
companies. At June 30, 2003, American met the QTL test.

      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.

      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. In addition, OTS approval must be obtained
for any merger involving either ASB or American.

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 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 $42.1 million
(subject to an exemption of up to $6.0 million), and of 10% of net
transaction accounts in excess of $42.1 million. At June 30, 2003, 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


<PAGE>  17


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.

      Control Share Acquisition Statute. 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.

      Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed
into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The
Sarbanes-Oxley Act represents a comprehensive revision of laws affecting
corporate governance, accounting obligations and corporate reporting. The
Sarbanes-Oxley Act is applicable to all companies with equity securities
required to file reports under the Securities Exchange Act of 1934. The
Sarbanes-Oxley Act establishes, among other things: (i) new requirements
for audit committees, including independence, expertise, and
responsibilities; (ii) additional responsibilities regarding financial
statements for the Chief Executive Officer and Chief Financial Officer of
the reporting company; (iii) new standards for auditors and regulation of
audits; (iv) increased disclosure and reporting obligations for the
reporting company and its directors and executive officers; and (v) new and
increased civil and criminal penalties for violations of the securities
laws. Many of the provisions were effective immediately while other
provisions become effective over a period of time and are subject to
rulemaking by the SEC. Because ASB's common stock is registered with the
SEC, it is subject to the Sarbanes-Oxley Act, and any future rules or
regulations promulgated under such act.


<PAGE>  18


                                  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. In addition, 75% of the
amount by which a corporation's "adjusted current earnings" exceeds its
alternative minimum taxable income computed without regard to preference
items 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. The Taxpayer Relief Act of 1997 repealed
the alternative minimum tax for certain "small corporations" for tax years
beginning after December 31, 1997, but 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.

      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.

      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, 2003,
the pre-1988 reserves of American for tax purposes totaled approximately
$1.9 million. American believes it had approximately $1.6 million of
accumulated earnings and profits for tax purposes as of June 30, 2003,
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.


<PAGE>  19


      The tax returns of American have been audited or closed without audit
through fiscal year 1999. 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) 0.4% of 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.

      ASB may elect to be a "qualifying holding company" and as such be
exempt from the net worth tax. A corporation franchise tax based solely 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. ASB made
such an election for fiscal 2003.

      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.

                        CRITICAL ACCOUNTING POLICIES

      We consider accounting policies involving significant judgments and
assumptions by management that have, or could have, a material impact on
the carrying value of certain assets or on income to be critical accounting
policies. We consider the allowance for loan losses to be a critical
accounting policy.

      The allowance for loan losses is the estimated amount considered
necessary to cover credit losses inherent in the loan portfolio at the
balance sheet date. The allowance is established through the provision for
loan losses which is charged against income. In determining the allowance
for loan losses, management makes significant estimates and has identified
this policy as one of the most critical for American Savings Bank.

      Management performs a quarterly evaluation of the allowance for loan
losses. Consideration is given to a variety of factors in establishing this
estimate including, but not limited to, current economic conditions,
delinquency statistics, geographic and industry concentrations, the
adequacy of the underlining collateral, the financial strength of the
borrower, results of internal loans reviews and other relevant factors.
This evaluation is inherently subjective as it requires material estimates
that may be susceptible to significant change.

      The analysis has two components, specific and general allocations.
Specific allocations are made for loans that are determined to be impaired.
Impairment is measured by determining the present value of expected future
cash flows or, for collateral-dependent loans, the fair value of the
collateral adjusted for market conditions and selling expenses. The general
allocation is determined by segregating the remaining loans by type of
loan, risk weighting (if applicable) and payment history. We also analyze
historical loss experience, delinquency trends, general economic conditions
and geographic and industry concentrations. This analysis establishes
factors that are applied to the loan groups to determine the amount of the
general reserve. Actual loan losses may be significantly more than the
reserves we have established which could have a material negative effect on
our financial results.


<PAGE>  20


Item 2.  Description of Property

      At June 30, 2003, American owned the property at 503 Chillicothe
Street, Portsmouth, Ohio, on which its main office is located and the
properties at 907 Chillicothe Street, Portsmouth, Ohio and 118 North Market
Street, Waverly, Ohio where American operated branch offices. At June 30,
2003, the net book value of these properties, including the buildings was
$1.7 million, and American's office premises and equipment had a total net
book value of $1.8 million. In August 2003, American opened a new office at
951 West Emmitt Ave., Waverly, Ohio to replace the office located at 118
North Market Street in Waverly. 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, 2003 (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 12, 2003, 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
2003 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.

Item 10. Executive Compensation

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


<PAGE>  21


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. The Plan was approved by ASB's shareholders at the
1995 Annual Meeting of Shareholders.

      The following table shows, as of June 30, 2003, 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.

                    Equity Compensation Plan Information

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                              (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))
-------------------------------------------------------------------------------------------------------------


                                         <c>                     <c>                        <c>
Equity compensation plans
 approved by security holders               77,694                  $8.89                        0
-------------------------------------------------------------------------------------------------------------
Equity compensation plans
 not approved by security holders              N/A                    N/A                      N/A
-------------------------------------------------------------------------------------------------------------
Total                                       77,694                  $8.89                        0
-------------------------------------------------------------------------------------------------------------
</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)

              13     Annual Report (the following parts of which are
                     incorporated herein by reference: "Market Price of ASB
                     Common Shares and Related Shareholder


<PAGE>  22


                     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)

              31.1   Certification of Chief Executive Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

              31.2   Certification of Chief Financial Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

              32.1   Certification of Chief Executive Officer Pursuant to
                     Section 906 of the Sarbanes-Oxley Act of 2002

              32.2   Certification of Chief Financial Officer Pursuant to
                     Section 906 of the Sarbanes-Oxley Act of 2002

         (b)  Reports on Form 8-K.

              On May 6, 2003, ASB filed a Form 8-K to report the issuance
              of a press release regarding its earnings for the quarter
              ended March 31, 2003.

Item 14. Controls and Procedures

      The Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of ASB's disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
as amended) as of the end of the period covered by this report. Based upon
the evaluation, the Chief Executive Officer and Chief Financial Officer
have concluded that ASB's disclosure controls and procedures are effective.
There were no changes in ASB's internal controls, which materially affected
or are reasonably likely to materially affect, ASB's internal controls over
financial reporting.


<PAGE>  23


                                 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 29, 2003

      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 29, 2003               Date: September 29, 2003

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

Date: September 29, 2003               Date: September 29, 2003

By /s/Christopher H. Lute              By /s/ Michael L. Gampp
   --------------------------             ---------------------------
   Christopher H. Lute                    Michael L. Gampp
   Director                               Chief Financial Officer
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)

Date: September 29, 2003               Date: September 29, 2003

By /s/ Robert M. Smith
   --------------------------
   Robert M. Smith
   President and Director
   (Principal Executive Officer)

Date: September 29, 2003


<PAGE>  24


                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                    DESCRIPTION
------                    -----------

 
       <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 with the SEC on September
                                                                       28, 1995 (SEC File No. 000-25906) (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 EDGAR
                                                                       on September 30, 1996 (SEC File No.
                                                                       000-25906) (the "1996 Form 10-KSB")
                                                                       Exhibit 10.1

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

 13        2003 Annual Report to Shareholders

 20        Proxy Statement for 2003 Annual Meeting                     Incorporated by reference to the Proxy
                                                                       Statement for the 2003 Annual Meeting
                                                                       of Shareholders filed with the SEC on
                                                                       September 22, 2003

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

 31.1      Certification of Chief Executive Officer Pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002

 31.2      Certification of Chief Financial Officer Pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002

 32.1      Certification of Chief Executive Officer Pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002

 32.2      Certification of Chief Financial Officer Pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


<PAGE>  25