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


                                 FORM 10-QSB

(Mark One)

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

For the quarterly period ended      June 30, 2004
                               ______________________________

                                  OR

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

For the transition period from ____________ to _______________

Commission File Number:    033233
                        ____________

                              PFS BANCORP, INC.
______________________________________________________________________________
 (Exact name of small business issuer as specified in its charter)


           Indiana                                       35-2142534
_______________________________            ___________________________________
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)


            Second & Bridgeway Streets, Aurora, Indiana  47001
______________________________________________________________________________
                 (Address of principal executive offices)



                               (812) 926-0631
______________________________________________________________________________
                         (Issuer's telephone number)


______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)


Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the issuer was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]   No  [   ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes
of  common equity, as of the latest practicable date:
August 11, 2004 - 1,473,728 shares of common stock
__________________________________________________

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

                             Page 1 of 18


                              INDEX

                                                                   Page
                                                                   -----
PART I    -    FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition        3

               Consolidated Statements of Earnings                   4

               Consolidated Statements of Comprehensive Income       5

               Consolidated Statements of Cash Flows                 6

               Notes to Consolidated Financial Statements            8

               Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                           12

               Controls and Procedures                              16


PART II   -    OTHER INFORMATION                                    17

SIGNATURES                                                          18






                                    2

                           PFS Bancorp, Inc.

            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                   (In thousands, except share data)

<TABLE>
                                                                            June 30, December 31,
     ASSETS                                                                     2004         2003

                                                                         <c>          <c>
Cash and due from banks                                                     $    814     $    855
Interest-bearing deposits in other financial institutions                      3,815        4,332
                                                                             -------      -------
     Cash and cash equivalents                                                 4,629        5,187

Investment securities designated as available for sale -
  at market                                                                    9,098       10,016
Investment securities held to maturity - at amortized cost, which
  approximates market                                                            143          152
Loans receivable - net                                                       108,437      100,293
Office premises and equipment - at depreciated cost                              990        1,065
Real estate acquired through foreclosure                                         -            169
Federal Home Loan Bank stock - at cost                                           776          758
Accrued interest receivable                                                      411          395
Prepaid expenses and other assets                                                125          126
Prepaid income taxes                                                              89           20
Deferred income taxes                                                             86           92
                                                                             -------      -------
     Total assets                                                           $124,784     $118,273
                                                                             =======      =======

     LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                    $ 86,330     $ 88,328
Advances from the Federal Home Loan Bank                                      10,000        2,000
Advances by borrowers for taxes and insurance                                    129           63
Accrued interest payable                                                          10           12
Other liabilities                                                              1,164          948
                                                                             -------      -------
     Total liabilities                                                        97,633       91,351

Commitments                                                                      -            -

Shareholders' equity
  Preferred stock, 5,000,000 shares authorized, $.01 par value;
    no shares issued                                                             -            -
  Common stock - 10,000,000 shares authorized, $.01 par value;
    1,551,293 shares issued                                                       16           16
  Additional paid-in capital                                                  15,029       15,029
  Retained earnings - restricted                                              14,318       14,101
  Less:  77,565 shares of treasury stock at June 30, 2004 and
    December 31, 2003                                                         (1,282)      (1,282)
  Shares acquired by stock benefit plans                                      (1,801)      (1,801)
  Accumulated other comprehensive income - unrealized gains on
    securities designated as available for sale, net of related tax effects      871          859
                                                                             -------      -------
     Total shareholders' equity                                               27,151       26,922
                                                                             -------      -------
     Total liabilities and shareholders' equity                             $124,784     $118,273
                                                                             =======      =======
</TABLE>

                                    3

                           PFS Bancorp, Inc.

                  CONSOLIDATED STATEMENTS OF EARNINGS

                 (In thousands, except per share data)

<TABLE>
                                                         Six months ended     Three months ended
                                                             June 30,              June 30,
                                                          2004       2003      2004       2003

                                                      <c>       <c>        <c>        <c>
Interest income
  Loans                                                  $2,558    $2,729     $1,281     $1,317
  Investment securities                                     165       218         80        102
  Interest-bearing deposits and other                        19        49          9         28
                                                          -----     -----      -----      -----
     Total interest income                                2,742     2,996      1,370      1,447

Interest expense
  Deposits                                                  709     1,068        340        506
  Borrowings                                                 56         2         33        -
                                                          -----     -----      -----      -----
     Total interest expense                                 765     1,070        373        506
                                                          -----     -----      -----      -----
     Net interest income                                  1,977     1,926        997        941

Provision for losses on loans                                48        48         24         24
                                                          -----     -----      -----      -----
     Net interest income after provision for
       losses on loans                                    1,929     1,878        973        917

Other operating income
   Loss on sale of investment securities                    -         (28)       -          -
   Gain (loss) on sale of repossessed property               (5)       10         (5)         6
   Other operating                                          247       193        129        106
                                                          -----     -----      -----      -----
     Total other income                                     242       175        124        112

General, administrative and other expense
  Employee compensation and benefits                        829       777        402        390
  Occupancy and equipment                                   163       167         79         84
  Data processing                                           124       103         62         53
  Federal deposit insurance premiums                         25        26         12         13
  Other operating                                           290       273        169        149
                                                          -----     -----      -----      -----
     Total general, administrative and other expense      1,431     1,346        724        689
                                                          -----     -----      -----      -----

     Earnings before income taxes                           740       707        373        340

Income taxes
  Current                                                   296       309        138        143
  Deferred                                                    6       (20)        14        -
                                                          -----     -----      -----      -----
     Total income taxes                                     302       289        152        143
                                                          -----     -----      -----      -----
     NET EARNINGS                                        $  438    $  418     $  221     $  197
                                                          =====     =====      =====      =====
     EARNINGS PER SHARE
       Basic                                               $.32      $.30       $.16       $.15
                                                            ===       ===        ===        ===
       Diluted                                             $.31      $.30       $.15       $.15
                                                            ===       ===        ===        ===
</TABLE>



                                    4

                           PFS Bancorp, Inc.

            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                            (In thousands)


<TABLE>
                                                                     Six months ended  Three months ended
                                                                         June 30,           June 30,
                                                                       2004     2003     2004      2003

                                                                    <c>      <c>      <c>       <c>
Net earnings                                                           $438    $418      $221      $197

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during the period,
    net of taxes (benefits) of $6, $(47), $(2) and $(6) for the
    respective periods                                                   12     (91)       (4)      (11)

  Reclassification adjustment for realized losses included in earnings,
    net of tax benefits of $10 in 2003                                  -        18       -         -
                                                                        ---     ---       ---       ---
Comprehensive income                                                   $450    $345      $217      $186
                                                                        ===     ===       ===       ===
Accumulated comprehensive income                                       $871    $808      $871      $808
                                                                        ===     ===       ===       ===
</TABLE>






























                                    5

                           PFS Bancorp, Inc.

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                   For the six months ended June 30,
                             (In thousands)


<TABLE>
                                                                             2004       2003

                                                                           <c>        <c>
Cash flows from operating activities:
  Net earnings for the period                                            $    438   $    418
  Adjustments to reconcile net earnings to net cash
      provided by (used in) operating activities:
    Amortization of deferred loan origination fees                            (21)       (33)
    Amortization of premiums and discounts on investment securities - net      33         44
    Federal Home Loan Bank stock dividends                                    (18)        (9)
    Depreciation                                                               79         87
    Provision for losses on loans                                              48         48
    Loss on sale of investment securities                                     -           28
    (Gain) loss on sale of repossessed assets                                   5        (10)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                             (16)        22
      Prepaid expenses and other assets                                         1         (8)
      Other liabilities                                                       216        137
      Accrued interest payable                                                 (2)       (11)
      Income taxes
        Current                                                               (75)       (96)
        Deferred                                                                6        (20)
                                                                           ------     ------
          Net cash provided by operating activities                           694        597

Cash flows provided by (used in) investing activities:
  Purchase of investment securities designated as available for sale      (11,932)   (17,445)
  Proceeds from maturities and repayment of investment securities          12,844     16,169
  Proceeds from sale of investment securities                                 -        3,029
  Loan principal repayments                                                12,542     17,521
  Loan disbursements                                                      (20,763)   (15,696)
  Purchase of office premises and equipment                                    (4)        (3)
  Proceeds from sale of real estate acquired through foreclosure              214        -
                                                                           ------     ------
          Net cash provided by (used in) investing activities              (7,099)     3,575

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposits                                      (1,998)       887
  Proceeds from Federal Home Loan Bank advances                             8,000      2,500
  Repayment of Federal Home Loan Bank advances                                -       (3,500)
  Advances by borrowers for taxes and insurance                                66        (13)
  Purchase of treasury shares                                                 -       (1,282)
  Dividends on common shares                                                 (221)      (228)
                                                                           ------     ------
          Net cash provided by (used in) financing activities               5,847     (1,636)
                                                                           ------     ------
Net increase (decrease) in cash and cash equivalents                         (558)     2,536

Cash and cash equivalents at beginning of period                            5,187      5,225
                                                                           ------     ------
Cash and cash equivalents at end of period                               $  4,629   $  7,761
                                                                           ======     ======
</TABLE>


                                    6


                           PFS Bancorp, Inc.

           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                   For the six months ended June 30,
                             (In thousands)

                                                                   2004    2003

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Income taxes                                                  $ 390  $  343
                                                                   ====   =====

    Interest on deposits and borrowings                           $ 767  $1,081
                                                                   ====   =====
Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                          $  12  $  (73)
                                                                   ====   =====
  Transfers from loans to real estate acquired through
    foreclosure                                                   $  50  $  -
                                                                   ====   =====


























                                    7

                           PFS Bancorp, Inc.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       For the six and three months ended June 30, 2004 and 2003


 Forward-Looking Statements
 --------------------------

 This Form 10-QSB contains certain forward-looking statements and
 information relating to the Company that are based on the beliefs of
 management as well as assumptions made by and information currently
 available to management.  In addition, in those and other portions
 of this document, the words "anticipate," "believe," "estimate,"
 "except," "intend," "should" and similar expressions, or the
 negative thereof, as they relate to the Company or the Company's
 management, are intended to identify forward-looking statements.
 Such statements reflect the current views of the Company with
 respect to future looking events and are subject to certain risks,
 uncertainties and assumptions.  Should one or more of these risks or
 uncertainties materialize or should underlying assumptions prove
 incorrect, actual results may vary from those described herein as
 anticipated, believed, estimated, expected or intended.  The Company
 does not intend to update these forward-looking statements.

 1.  Basis of Presentation
     ---------------------

 The accompanying unaudited consolidated financial statements were
 prepared in accordance with instructions for Form 10-QSB and,
 therefore, do not include information or footnotes necessary for a
 complete presentation of financial position, results of operations
 and cash flows in conformity with accounting principles generally
 accepted in the United States of America.  Accordingly, these
 financial statements should be read in conjunction with the
 Consolidated Financial Statements and Notes thereto of the Company
 for the period ended December 31, 2003.  However, in the opinion of
 management, all adjustments (consisting of only normal recurring
 accruals) which are necessary for a fair presentation of the
 consolidated financial statements have been included.  The results
 of operations for the six and three month periods ended June 30,
 2004, are not necessarily indicative of the results which may be
 expected for the entire year.

 2.  Principles of Consolidation
     ---------------------------

 The accompanying consolidated financial statements include the
 accounts of PFS Bancorp, Inc. (the "Company") and its wholly-owned
 subsidiary, Peoples Federal Savings Bank (the "Savings Bank").  All
 significant intercompany items have been eliminated.

 3.  Earnings Per Share
     ------------------

 Basic earnings per share is computed based upon the weighted-average
 common shares outstanding during the period less shares in the ESOP
 that are unallocated and not committed to be released.  Weighted-
 average common shares deemed outstanding, which gives effect to
 86,632 and 97,336 unallocated ESOP shares at June 30, 2004 and 2003,
 respectively.  Diluted earnings per share is computed by taking into
 consideration common shares outstanding and the dilutive effect of
 additional potential common shares issuable under the Company's
 stock option plan.  The computations are as follows:

<TABLE>
                                        For the six months ended  For the three months ended
                                                  June 30,                   June 30,
                                              2004         2003          2004        2003

                                      <c>          <c>           <c>         <c>
Weighted-average common shares
  outstanding (basic)                    1,387,096    1,404,247     1,387,096   1,376,392
Dilutive effect of assumed exercise
  of stock options                           9,325          -           9,218         -
                                         ---------    ---------     ---------   ---------
Weighted-average common shares
  outstanding (diluted)                  1,396,421    1,404,247     1,396,314   1,376,392
                                         =========    =========     =========   =========
</TABLE>

 The Company had no dilutive or potentially dilutive securities
 during either the three or six month periods ended June 30, 2003.


                                    8

                           PFS Bancorp, Inc.

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

       For the six and three months ended June 30, 2004 and 2003


 4.  Stock Option Plan
     -----------------

 The Board of Directors had previously adopted the PFS Bancorp, Inc.
 Stock Option Plan (the "Plan") which provides for the issuance of
 152,088 shares of authorized but unissued shares of common stock at
 fair value at the date of grant.  The initial options granted in
 June 2003 totaled 62,228 at an exercise price equal to fair value of
 $16.85.  The Plan provides that one-fifth of the options granted
 become exercisable on each of the first five anniversaries of the
 date of grant.

 The Company accounts for the Plan in accordance with SFAS No. 123,
 "Accounting for Stock-Based Compensation," which contains a fair
 value-based method for valuing stock-based compensation that
 entities may use, which measures compensation cost at the grant date
 based on the fair value of the award.  Compensation is then
 recognized over the service period, which is usually the vesting
 period.  Alternatively, SFAS No. 123 permits entities to continue to
 account for stock options and similar equity instruments under
 Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
 Stock Issued to Employees."  Entities that continue to account for
 stock options using APB Opinion No. 25 are required to make pro
 forma disclosures of net earnings and earnings per share, as if the
 fair value-based method of accounting defined in SFAS No. 123 had
 been applied.

 The Company applies APB Opinion No. 25 and related Interpretations
 in accounting for the Plan.  Accordingly, no compensation cost has
 been recognized for the Plan.  Had compensation cost for the Plan
 been determined based on the fair value at the grant date for awards
 under the Plan consistent with the accounting method utilized in
 SFAS No. 123, the Company's net earnings and earnings per share
 would have been reported as the pro forma amounts indicated below:


                                            Six months ended  Three months ended
                                                 June 30,           June 30,
                                              2004     2003      2004      2003

Net earnings (In thousands)     As reported   $438     $418      $221      $197
       Stock-based compensation, net of tax    (14)     -          (7)      -
                                               ---      ---       ---       ---

                                  Pro-forma   $424     $418      $214      $197
                                               ===      ===       ===       ===
Earnings per share
  Basic                         As reported   $.32     $.30      $.16      $.15
       Stock-based compensation, net of tax   (.01)     -        (.01)      -
                                               ---      ---       ---       ---

                                  Pro-forma   $.31     $.30      $.15      $.15
                                               ===      ===       ===       ===

Diluted                         As reported   $.31     $.30      $.15      $.15
       Stock-based compensation, net of tax   (.01)     -         -         -
                                               ---      ---       ---       ---

                                  Pro-forma   $.30     $.30      $.15      $.15
                                               ===      ===       ===       ===



                                    9

                           PFS Bancorp, Inc.

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         For the six three months ended June 30, 2004 and 2003


 4.  Stock Option Plan (continued)
     -----------------

  A summary of the status of the Plan as of June 30, 2004 and December
  31, 2003 is presented below:

<TABLE>
                                                    Six months ended        Year ended
                                                     June 30, 2004      December 31, 2003
                                                             Weighted-             Weighted-
                                                              average               average
                                                             exercise               exercise
                                                   Shares      price    Shares        price

                                                <c>        <c>       <c>          <c>
Outstanding at beginning of period                 62,228     $16.85       -        $  -
Granted                                               -          -      62,228       16.85
Exercised                                             -          -         -           -
Forfeited                                             -          -         -           -
                                                   ------      -----    ------       -----

Outstanding at end of period                       62,228     $16.85    62,228      $16.85
                                                   ======      =====    ======       =====

Options  exercisable  at period-end                12,446     $16.85       -        $  -
                                                   ======      =====    ======       =====
Weighted-average fair value of options granted
  during the period                                           $  -                  $ 3.82
                                                               =====                 =====

</TABLE>

  The following information applies to options outstanding at June 30, 2004:

  Number outstanding                                     62,228
  Range of exercise prices                               $16.85
  Weighted-average exercise price                        $16.85
  Weighted-average remaining contractual life           9 years

  5.  Critical Accounting Policies
      ----------------------------

 Certain of the Company's accounting policies are important to the
 portrayal of the Company's financial condition, since they require
 management to make difficult, complex or subjective judgments, some
 of which may relate to matters that are inherently uncertain.
 Estimates associated with these policies are susceptible to material
 changes as a result of changes in facts and circumstances.  Facts
 and circumstances which could affect these judgments include, but
 without limitation, changes in interest rates, changes in the
 performance of the economy or changes in the financial condition of
 borrowers.  Management believes that its critical accounting
 policies include determining the allowance for loan losses and
 determining the carrying value of mortgage servicing rights.  The
 Company's critical accounting policies are discussed in detail in
 its Annual Report for the year ended December 31, 2003 (incorporated
 by reference into the Company's 10K filing) in Note A of the Notes
 to the Consolidated Financial Statements under "Allowance for Loan
 Losses."  If management were to underestimate the allowance for loan
 losses, earnings could be reduced in the future as a result of
 greater than expected net loan losses.  Overestimations of the
 required allowance could result in future increases in income, as
 loan loss recoveries increase or provisions for losses on loans
 decrease.

 Mortgage servicing rights are accounted for pursuant to the
 provisions of SFAS No. 140.  "Accounting for Transfers and Servicing
 of Financial Assets and Extinguishment of Liabilities," which
 requires that the Company recognize as separate assets, rights to
 service mortgage loans for others, regardless of how those servicing
 rights are acquired.  An institution that acquires mortgage
 servicing rights through either the purchase or origination of
 mortgage loans and sells those loans with servicing rights retained
 must allocate some of the cost of the loans to the mortgage
 servicing rights.

                                    10

                           PFS Bancorp, Inc.

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         For the six three months ended June 30, 2004 and 2003


  5.  Critical Accounting Policies (continued)
      ----------------------------

 SFAS No. 140 requires that capitalized mortgage servicing rights and
 capitalized excess servicing receivables be assessed for impairment.
 Impairment is measured based on fair value.  The mortgage servicing
 rights recorded by the Company, calculated in accordance with the
 provisions of SFAS No. 140, were segregated into pools for valuation
 purposes, using as pooling criteria the loan term and coupon rate.
 Once pooled, each grouping of loans was evaluated on a discounted
 earnings basis to determine the present value of future earnings
 that a purchaser could expect to realize from each portfolio.
 Earnings were projected from a variety of sources including loan
 servicing fees, interest earned on float, net interest earned on
 escrows, miscellaneous income, and costs to service the loans.  The
 present value of future earnings is the "economic" value of the
 pool, i.e., the net realizable present value to an acquiror of the
 acquired servicing.  Fluctuations in the fair value of mortgage
 servicing rights may affect net earnings, as this asset is carried
 at the lower of amortized cost or fair value.





















                                    11

                           PFS Bancorp, Inc.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS


Discussion of Financial Condition Changes from December  31, 2003 to
June 30, 2004
--------------------------------------------------------------------

At June 30, 2004, the Company's assets totaled $124.8 million, an
increase of $6.5 million, or 5.5%, compared to total assets at
December 31, 2003.  The increase in assets was comprised primarily of
an $8.1 million, or 8.1%, increase in loans receivable which was
principally funded by additional advances from the Federal Home Loan
Bank, which increased by $8.0 million.

Liquid assets (i.e. cash and interest-bearing deposits) decreased by
$558,000, or 10.8%, from December 31, 2003 levels, to a total of $4.6
million at June 30, 2004.  Investment securities available for sale
totaled $9.1 million at June 30, 2004, a decrease of $918,000, or
9.2%, from December 31, 2003 levels.  The decrease resulted primarily
from investment maturities of $12.8 million, which were partially
offset by security purchases totaling $11.9 million during the six
month period.

As previously stated, loans receivable increased by $8.1 million, or
8.1%, during the six month period ended June 30, 2004, to a total of
$108.4 million.  Loan disbursements amounted to $20.8 million and were
partially offset by principal repayments of $12.5 million.  During the
six months ended June 30, 2004, loan originations were comprised of
$11.2 million in loans secured by one- to four-family residential real
estate, $1.1 million in loans secured by multifamily residential real
estate, $5.4 million in loans secured by commercial and nonresidential
real estate and $3.1 million in consumer and other loans.

The allowance for loan losses totaled $782,000 and $771,000 at June
30, 2004 and December 31, 2003, respectively.  Nonperforming and
impaired loans totaled $477,000 and $1.1 million at June 30, 2004 and
December 31, 2003, respectively.  The allowance for loan losses
represented 163.9% and 67.7% of nonperforming and impaired loans as of
June 30, 2004 and December 31, 2003, respectively.  The allowance
represented approximately .72% and .76% of the total loan portfolio at
June 30, 2004 and December 31, 2003, respectively.  At June 30, 2004,
nonperforming and impaired loans were comprised of $468,000 in loans
secured by one- to four-family residential real estate and $9,000 in
commercial, consumer and other loans.  Management believes such loans
are adequately collateralized and does not presently expect to incur
any material losses on such loans.  Although management believes that
its allowance for loan losses at June 30, 2004, was sufficient to
cover known and inherent losses in the loan portfolio based upon the
available facts and circumstances, there can be no assurance that
additions to such allowance will not be necessary in future periods,
which could adversely affect the Company's results of operations.

Deposits totaled $86.3 million at June 30, 2004, a decrease of $2.0
million, or 2.3%, compared to December 31, 2003 levels.  While
management generally strives to maintain a moderate level of growth in
deposits through marketing and pricing strategies, the current low
interest rate environment contributed to the reduction in deposits as
depositors sought alternative investments.  The decline in deposits
was offset by an $8.0 million increase in advances from the Federal
Home Loan Bank.

Shareholders' equity amounted to $27.2 million at June 30, 2004, an
increase of $229,000, or .9%, from December 31, 2003 levels.  The
increase resulted primarily from the net earnings of $438,000 and a
$12,000 increase in unrealized gains on securities designated as
available for sale, which were partially offset by the payment of
dividends of $221,000.

Peoples is required to meet minimum capital standards promulgated by
the Office of Thrift Supervision ("OTS").  At June 30, 2004, Peoples'
regulatory capital was well in excess of the minimum capital
requirements.
                                    12


                           PFS Bancorp, Inc.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three-Month Periods Ended June
30, 2004 and 2003
----------------------------------------------------------------------

General
-------

Net earnings for the three months ended June 30, 2004 amounted to
$221,000, an increase of $24,000, or 12.2%, compared to the $197,000
in net earnings reported for the three month period ended June 30,
2003.  The increase in earnings was due primarily to a $56,000, or
6.0%, increase in net interest income and a $12,000, or 10.7%,
increase in other income which were partially offset by a $35,000, or
5.1%, increase in general, administrative and other expense, and a
$9,000, or 6.3% increase in income taxes.

Net Interest Income
-------------------

Total interest income amounted to $1.4 million for the three-month
period ended June 30, 2004, a decrease of $77,000, or 5.3%, from the
same period in 2003.  Interest income on loans totaled $1.3 million
during the 2004 period, a decrease of $36,000, or 2.7%, from the 2003
period.  This decline was due primarily to a 74 basis point decrease
in the weighted-average yield quarter to quarter, to 4.80% for the
quarter ended June 30, 2004, which was partially offset by an $11.6
million, or 12.2%, increase in the average balance of loans
outstanding quarter to quarter.

Interest income on investment securities decreased by $22,000, or
21.6%, for the three months ended June 30, 2004, compared to the same
quarter in 2003. This decline was due primarily to a 5 basis point
decrease in the weighted-average yield to 3.08% for the quarter ended
June 30, 2004, coupled with a $2.7 million, or 20.4%, decrease in the
average balance outstanding.  Interest income on other interest-
bearing deposits decreased by $19,000, or 67.9%, during the three
months ended June 30, 2004, compared to the same period in 2003, due
primarily to a 35 basis point decrease in the weighted-average yield,
to .90% for the 2004 quarter and a $5.0 million, or 55.4%, decrease in
the average balance outstanding for the three month period.  The
decline in the average balance of interest-bearing deposits was
primarily due to the use of such funds to fund loan growth.

Interest expense on deposits totaled $340,000 for the three month
period ended June 30, 2004, a decrease of $166,000, or 32.8%, from the
$506,000 recorded for the same period in 2003.  The reduction in
interest on deposits was due primarily to a 65 basis point decline in
the weighted-average cost of deposits in the 2004 period.  Interest
expense on borrowings increased by $33,000, or 100%, for the three
month period ended June 30, 2004 compared to no borrowing cost
recorded for the same period in 2003.  This increase was due to an
increase in the average balance of borrowings which was used to fund
loan growth.

The reduction in the level of yields on interest-earning assets and
costs of interest-bearing liabilities was due primarily to the overall
decline in interest rates in the general economy.

Provision for Losses on Loans
-----------------------------

As a result of an analysis of historical experience, the volume and
type of lending conducted by the Savings Bank, the status of past due
principal and interest payments, general economic conditions,
particularly as such conditions relate to the Savings Bank's market
area, and other factors related to the collectibility of the Savings
Bank's loan portfolio, management elected to record a provision for
losses on loans totaling $24,000 for each of the quarters ending June
30, 2004 and 2003. The current period provision was predicated
primarily upon the continuing change in the loan portfolio mix,
including an increase in loans secured by nonresidential real estate,
as well as the general condition of the local economy. There can be no
assurance that the loan loss allowance will be sufficient to cover
losses on nonperforming assets in the future.

                                    13

                           PFS Bancorp, Inc.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three-Month Periods Ended June
30, 2004 and 2003 (continued)
----------------------------------------------------------------------

Other Income
------------

Other income totaled $124,000 for the three month period ended June
30, 2004, an increase of $12,000, or 10.7%, over the same period in
2003.  The increase in other income was due primarily to a $23,000, or
21.7% increase in service fees and fee income.  In addition, there was
$5,000 loss on the sale of real estate for the 2004 quarter compared
to a $6,000 gain on the sale of real estate in the 2003 quarter.

General, Administrative and Other Expense
-----------------------------------------

General, administrative and other expense totaled $724,000 for the
three months ended June 30, 2004, an increase of $35,000, or 5.1%,
compared to the same quarter in 2003.  This increase was due primarily
to a $12,000, or 3.1%, increase in employee compensation and benefits,
a $9,000, or 17.0%, increase in data processing expenses, and a
$20,000, or 13.4% increase in other operating expenses which were
partially offset by a $5,000, or 6.0% decrease in occupancy and
equipment expense.  The increase in employee compensation and benefits
was attributable to increased costs associated with the Company's
stock benefit plans, retirement plan and insurance premiums, as well
as normal merit increases quarter to quarter.  Of the $20,000 increase
in other operating expenses, $9,000 is attributable to legal expense
related to the on-going compliance costs of being a stock company.

Income Taxes
------------

The income tax provision totaled $152,000 for the three month period
ended June 30, 2004, an increase of $9,000, or 6.3%, compared to the
same quarter in 2003.  The income tax provision includes expense for
federal and Indiana state income taxes.  The combined effective tax
rates were 40.8% and 42.1% for the three month periods ended June 30,
2004 and 2003, respectively.


Comparison of Operating Results for the Six-Month Periods Ended June
30, 2004 and 2003
--------------------------------------------------------------------

General
-------

Net earnings for the six months ended June 30, 2004 amounted to
$438,000, an increase of $20,000, or 4.8%, compared to the $418,000 in
net earnings reported for the six month period ended June 30, 2003.
The increase in earnings was due primarily to a $51,000, or 2.6%,
increase in net interest income, and a $67,000, or 38.3%,  increase in
other income, which were partially offset by an $85,000, or 6.3%,
increase in general, administrative and other expense, and a $13,000,
or 4.5%, increase in income taxes.

Net Interest Income
-------------------

Total interest income amounted to $2.7 million for the six-month
period ended June 30, 2004, a decrease of $254,000, or 8.5%, from the
same period in 2003.  Interest income on loans totaled $2.6 million
during the 2004 period, a decrease of $171,000, or 6.3%, from the 2003
period.  This decline was due primarily to a 84 basis point decrease
in the weighted-average yield period to period, to 4.87% for the six
month period ended June 30, 2004, which was partially offset by a $9.6
million, or 10.0%, increase in the average balance of loans
outstanding period to period.

                                    14

                           PFS Bancorp, Inc.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Six-Month Periods Ended June
30, 2004 and 2003 (continued)
--------------------------------------------------------------------

Net Interest Income (continued)
-------------------

Interest income on investment securities decreased by $53,000, or
24.3%, for the six months ended June 30, 2004, compared to the same
period in 2003. This decline was due primarily to a 26 basis point
increase in the weighted-average yield to 3.15% for the six month
period ended June 30, 2004, coupled with a $4.6 million, or 30.5%,
decrease in the average balance outstanding.  Interest income on other
interest-bearing deposits decreased by $30,000, or 61.2%, during the
six months ended June 30, 2004, compared to the same period in 2003,
due  primarily to a 38 basis point decrease in the weighted-average
yield, to .93% for the 2004 period and a $3.4 million, or 45.4%,
decrease  in the average balance outstanding for the six month period.
The decline in the average balance of interest-bearing deposits was
primarily due to the use of such funds to fund loan growth.

Interest expense on deposits totaled $709,000 for the six month period
ended June 30, 2004, a decrease of $359,000, or 33.6%, from the $1.1
million recorded for the same period in 2003.  The reduction in
interest on deposits was due primarily to a 75 basis point decline in
the weighted-average cost of deposits in the 2004 period.  Interest
expense on borrowings increased by $54,000 to $56,000 for the six
month period ended June 30, 2004 compared to the $2,000 borrowing cost
recorded for the same period in 2003 as a result of an increase in the
average borrowings outstanding period to period in order to fund loan
growth.

The reduction in the level of yields on interest-earning assets and
costs of interest-bearing liabilities was due primarily to the overall
decline in interest rates in the general economy.

Provision for Losses on Loans
-----------------------------

As a result of an analysis of historical experience, the volume and
type of lending conducted by the Savings Bank, the status of past due
principal and interest payments, general economic conditions,
particularly as such conditions relate to the Savings Bank's market
area, and other factors related to the collectibility of the Savings
Bank's loan portfolio, management elected to record a provision for
losses on loans totaling $48,000 for each of the six month periods
ending June 30, 2004 and 2003. The current period provision was
predicated primarily upon the continuing change in the loan portfolio
mix, including an increase in loans secured by nonresidential real
estate, as well as the general condition of the local economy. There
can be no assurance that the loan loss allowance will be sufficient to
cover losses on nonperforming assets in the future.

Other Income
------------

Other income totaled $242,000 for the six month period ended June 30,
2004, an increase of $67,000, or 38.3%, over the same period in 2003.
The increase in other income was due primarily to a $54,000, or 28.0%
increase in service fees and fee income.  In addition, there was a
$5,000 loss on the sale of real estate for the six month period in
2004 compared to an $18,000 net loss resulting from the sale of
investment securities and gain on sale of real estate in the 2003
period.

                                    15


                           PFS Bancorp, Inc.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Six-Month Periods Ended June
30, 2004 and 2003 (continued)
--------------------------------------------------------------------

General, Administrative and Other Expense
-----------------------------------------

General, administrative and other expense totaled $1.4 million for the
six months ended June 30, 2004, an increase of $85,000, or 6.3%,
compared to the same period in 2003.  This increase was due primarily
to a $52,000, or 6.7%, increase in employee compensation and benefits,
a $21,000, or 20.4%, increase in data processing expenses, and a
$17,000, or 6.2% increase in other operating expense.  The increase in
employee compensation and benefits was attributable to increased costs
associated with the Company's stock benefit plans, retirement plan and
insurance premiums, as well as normal merit increases period to
period.  Of the $17,000 increase in other operating expenses, $14,000
is attributable to legal expense related to the on-going compliance
costs of being a stock company.

Income Taxes
------------

The income tax provision totaled $302,000 for the six month period
ended June 30, 2004, an increase of $13,000, or 4.5%, compared to the
same period in 2003.  The income tax provision includes expense for
federal and Indiana state income taxes.  The combined effective tax
rates were 40.8% and 40.9% for the six month periods ended June 30,
2004 and 2003, respectively.


Impact of Inflation and Changing Prices
---------------------------------------

The financial statements and related financial data presented herein
have been prepared in accordance with instructions to Form 10-QSB,
which require the measurement of financial position and operating
results in terms of historical dollars, without considering changes in
relative purchasing power over time due to inflation.

Unlike most industrial companies, virtually all of the Savings Bank's
assets and liabilities are monetary in nature.  As a result, interest
rates generally have a more significant impact on a financial
institution's performance than does the effect of inflation.


ITEM 3:  Controls and Procedures
         -----------------------

Our management evaluated, with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness of
our disclosure controls and procedures (as defined under Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of
the end of the period covered by this report.  Based on such
evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are
designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Securities and Exchange
Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and regulations and are
operating in an effective manner.

No change in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) occurred during the most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

                                   16

                           PFS Bancorp, Inc.
                                PART II


ITEM 1.   Legal Proceedings
          -----------------

          Not applicable

ITEM 2.   Changes in Securities and Small Business Issuer Purchase of
          Equity Securities
          -----------------------------------------------------------

          Not applicable

ITEM 3.   Defaults Upon Senior Securities
          -------------------------------

          Not applicable

ITEM 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          Not applicable

ITEM 5.   Other Information
          -----------------

          None.

ITEM 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a) Exhibits:

              EX-31.1      Certification of Chief Executive Officer
                           pursuant to Rule 13a-14(a)/15d-14(a)

              EX-31.2      Certification of Chief Financial Officer
                           pursuant to Rule 13a-14(a)/15d-14(a)

              EX-32.1      Section 1350 Certification of the Chief
                           Executive Officer

              EX-32.2      Section 1350 Certification of the Chief
                           Financial Officer

          (b) Reports on Form 8-K:

             Date                Items and Description
             ----                ---------------------

          April 27, 2004   Item 9. On April 27, 2004 the issuer
                           announced its results of operations for the
                           quarter ended March 31, 2004 in a press
                           release attached as Exhibit 99.1.



                                    17

                           PFS Bancorp, Inc.

                              SIGNATURES
                              ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





Date:   August 11, 2004          By:  /s/Mel E. Green
        ---------------               -----------------------------------
                                      Mel E. Green
                                      President and Chief Executive Officer



Date:   August 11, 2004          By:  /s/Stuart M. Suggs
        ---------------               -----------------------------------
                                      Stuart M. Suggs
                                      Chief Financial Officer, Vice President
                                       and Corporate Treasurer






















                                    18