================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-QSB

(Mark One)

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

          For the quarterly period ended June 30, 2004

          OR

   [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from ____________  to ___________


          Commission File Number 0-27170


                            CLASSIC BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                             61-1289391
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

344 Seventeenth Street, Ashland, Kentucky                           41101
--------------------------------------------------------------------------------
 (Address of principal executive offices)                         (ZIP Code)

Registrant's telephone number, including area code:            (606) 326-2800


     Check here whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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 [ ]

     As of August 11, 2004, there were 1,407,318 shares of the Registrant's
common stock outstanding.

            Transitional Small Disclosure (check one): Yes [ ] No [X]
================================================================================
<PAGE>

                            CLASSIC BANCSHARES, INC.

                                      INDEX
                                      -----

                                                                           Page
                                                                          Number
                                                                          ------
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets as of June 30, 2004
          and March 31, 2004                                                 3

          Consolidated Statements of Income for the three months
          ended June 30, 2004 and 2003                                       4

          Consolidated Statements of Comprehensive Income for
          the three months ended June 30, 2004 and 2003                      5

          Consolidated Statements of Stockholders' Equity for
          the three months ended June 30, 2004                               6

          Consolidated Statements of Cash Flows for the three
          months ended June 30, 2004 and 2003                               7-8

          Notes to Consolidated Financial Statements                       9-10

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              11-17

Item 3.   Controls and Procedures                                          16-17

PART II.  OTHER INFORMATION                                                 18

          Signatures                                                        19

          Index to Exhibits                                                 20




                                        2
<PAGE>

                            CLASSIC BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                      June 30,        March 31,
                                                        2004            2004
                                                     ----------      ----------
                                                            (Unaudited)
                                                           (In Thouands)
ASSETS
  Cash and due from banks                            $   10,041      $    9,155
  Federal funds sold                                         57              58
                                                     ----------      ----------
    Cash and cash equivalents                            10,098           9,213

  Securities available for sale                          46,122          50,916
  Loans receivable, net                                 255,961         257,455
  Foreclosed assets, net                                    827             856
  Accrued interest receivable                             1,524           1,446
  Federal Home Loan Bank stock                            2,923           2,894
  Premises and equipment, net                             8,566           8,288
  Goodwill                                                7,681           7,681
  Other intangible assets                                   784             811
  Prepaid expenses and other assets                       1,489           1,899
                                                     ----------      ----------

TOTAL ASSETS                                         $  335,975      $  341,459
                                                     ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Non-interest bearing demand deposits               $   29,775      $   29,165
  Savings, NOW, and money market demand deposits        106,816         109,772
  Other time deposits                                   121,592         121,304
                                                     ----------      ----------
                  Total deposits                        258,183         260,241
  Securities sold under agreements to repurchase         11,541           9,168
  Advances from Federal Home Loan Bank                   29,580          34,218
  Other short-term borrowings                                 9              12
  Accrued expenses and other liabilities                  1,450           2,287
  Accrued interest payable                                  298             306
                                                     ----------      ----------

                  Total Liabilities                     301,061         306,232
                                                     ----------      ----------


Stockholders' Equity
  Common stock, $.01 par value, 1,684,443 shares
    issued                                                   17              17
  Additional paid-in capital                             31,134          31,100
  Retained earnings                                       7,147           6,207
  Accumulated other comprehensive income (loss)              52           1,350
  Unearned ESOP shares (59,901 and 61,061 shares)          (545)           (555)
  Unearned RRP shares (210 and 310 shares)                   (3)             (4)
  Treasury stock, at cost (217,014 shares)               (2,888)         (2,888)
                                                     ----------      ----------

                  Total Stockholders' Equity             34,914          35,227
                                                     ----------      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  335,975      $  341,459
                                                     ==========      ==========

                             See accompanying notes.

                                        3
<PAGE>
                            CLASSIC BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


                                                    THREE MONTHS ENDED
                                                         JUNE 30,
                                                         --------
                                                    2004          2003
                                                 ----------    ----------
                                           (In Thousands, except per share data)
INTEREST INCOME
  Loans                                          $    3,947    $    3,156
  Securities                                            551           480
  Dividends on Federal Home Loan Bank stock              29            20
  Other interest                                          1             2
                                                 ----------    ----------
           Total interest and dividend income         4,528         3,658
                                                 ----------    ----------

INTEREST EXPENSE
  Deposits                                              996           948
  Federal Home Loan Bank advances                       277           244
  Securities sold under repurchase agreements            25            13
  Other short-term borrowings                          --               1
                                                 ----------    ----------
           Total interest expense                     1,298         1,206
                                                 ----------    ----------

           Net interest income                        3,230         2,452

Provision for loss on loans                             135            46
                                                 ----------    ----------

           Net interest income after
              provision for loass on loans            3,095         2,406
                                                 ----------    ----------

NONINTEREST INCOME
  Service charges                                       517           399
  Gain on sale of securities                             17          --
  Secondary market commissions                           25            38
  Other income                                           46            59
                                                 ----------    ----------
           Total noninterest income                     605           496
                                                 ----------    ----------

NONINTEREST EXPENSES
  Employee compensation and benefits                  1,079           902
  Occupancy and equipment expense                       322           273
  Advertising                                            45            96
  Communications                                         71            52
  Franchise and deposit taxes                            79            66
  Directors fees                                         25            24
  Professional fees                                      90            67
  Stationery and supplies                                69            95
  Other operating expenses                              401           303
                                                 ----------    ----------
           Total noninterest expense                  2,181         1,878
                                                 ----------    ----------

INCOME BEFORE INCOME TAXES                            1,519         1,024

           Income tax expense                           467           279
                                                 ----------    ----------

NET INCOME                                       $    1,052    $      745
                                                 ==========    ==========

Basic earnings per share                         $     0.75    $     0.63
                                                 ==========    ==========
Diluted earnings per share                       $     0.68    $     0.57
                                                 ==========    ==========

                             See accompanying notes.

                                        4
<PAGE>

                            CLASSIC BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


                                                           THREE MONTHS ENDED
                                                                JUNE 30,
                                                                --------
                                                           2004          2003
                                                        ----------    ----------
                                                            (In Thousands)

Net Income                                              $    1,052    $      745
                                                        ----------    ----------

   Other comprehensive income, net of tax:
      Unrealized holding gains (losses) on securities
      during the period, net of tax                         (1,287)          501

    Reclassification adjustments for realized (gains)
       losses included in earnings, net of tax                 (11)          --
                                                        ----------    ----------

  Other comprehensive income (loss)                         (1,298)          501
                                                        ----------    ----------

Comprehensive Income (Loss)                             $     (246)   $    1,246
                                                        ==========    ==========






















                             See accompanying notes.

                                        5
<PAGE>
                            CLASSIC BANCSHARES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In Thousands)

<TABLE><CAPTION>
                                                                               ACCUMULATED
                                     COMMON             ADDITIONAL                OTHER      UNEARNED   UNEARNED
                                     SHARES     COMMON   PAID-IN    RETAINED  COMPREHENSIVE    ESOP       RRP     TREASURY
                                   OUTSTANDING  STOCK    CAPITAL    EARNINGS  INCOME (LOSS)   SHARES     SHARES    STOCK     TOTAL
                                   -----------  -----    -------    --------  -------------   ------     ------    -----     -----

<S>                                <C>          <C>     <C>         <C>         <C>          <C>         <C>     <C>       <C>
Balances at April 1, 2004           1,406,058    $ 17    $ 31,100    $ 6,207     $ 1,350      $ (555)     $ (4)   $(2,888)  $35,227

  Net income for the three months
   ended June 30, 2004                      -       -           -      1,052           -           -         -          -     1,052
  Dividend paid ($.08 per share)            -       -           -       (112)          -           -         -          -      (112)
  Commitment of shares to be
    released under ESOP (1,160)         1,160       -          34          -           -          10         -          -        44
  RRP shares earned (100)                 100       -           -          -           -           -         1          -         1
  Change in unrealized gain
    (loss) on available for sale
    securities, net of applicable
    taxes and reclassifications             -       -           -          -      (1,298)          -         -          -    (1,298)
                                    ---------    ----    --------    -------     -------      ------      ----    -------    ------

Balances at June 30, 2004           1,407,318    $ 17    $ 31,134    $ 7,147     $    52      $ (545)     $ (3)   $(2,888)  $34,914
                                    =========    ====    ========    =======     =======      ======      ====    =======   =======
</TABLE>









                             See accompanying notes.

                                        6
<PAGE>

                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                    THREE MONTHS ENDED
                                                                          JUNE 30,
                                                                          --------
                                                                   2004            2003
                                                                ----------      ----------
                                                                      (In Thousands)
<S>                                                             <C>             <C>
OPERATING ACTIVITIES
  Net Income                                                    $    1,052      $      745
  Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                                   203             138
       Provision for loss on loans                                     135              46
       Gain on sale of securities available for sale                   (17)           --
       Loss on foreclosed real estate                                    2            --
       Federal Home Loan Bank stock dividends                          (29)            (20)
       Net amortization of securities                                   47              16
       ESOP shares earned                                               44              31
       RRP shares earned                                                 1               1
  Decrease (increase) in:
       Accrued interest receivable                                     (78)           (126)
       Other assets                                                    379               6
  Increase (decrease) in:
       Accrued interest payable                                         (8)           (189)
       Accounts payable and accrued expenses                          (168)           (144)
                                                                ----------      ----------
                  Net cash provided by operating activities          1,563             504
                                                                ----------      ----------

INVESTING ACTIVITIES
  Securities:
       Proceeds from sale, maturities or calls                         975             202
  Mortgage-backed securities:
       Principal payments                                            1,813             375
  Loan originations and principal payments, net                      1,247          (3,582)
  Proceeds from the sale of foreclosed assets                           76            --
  Purchases of software                                               --               (62)
  Purchases of premises and equipment                                 (422)           (245)
  Proceeds from sale of fixed assets                                    12            --
  Net cash acquired in acquisition                                    --             3,594
                                                                ----------      ----------
                  Net cash provided by investing activities          3,701             282
                                                                ----------      ----------
</TABLE>

                             See accompanying notes.

                                        7
<PAGE>

                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         JUNE 30,
                                                                         --------
                                                                   2004            2003
                                                                ----------      ----------
                                                                      (In Thousands)
<S>                                                             <C>             <C>
FINANCING ACTIVITIES
  Net (decrease) increase in deposits                           $   (2,001)     $    1,501
  Net proceeds from FHLB borrowings                                 (4,638)          5,522
  Increase in securities sold under agreements to repurchase         2,375             614
  Net increase in short-term borrowings                                 (3)            464
  Dividends paid                                                      (112)            (83)
                                                                ----------      ----------
          Net cash (used) provided by financing activities          (4,379)          8,018
                                                                ----------      ----------

Increase in cash and cash equivalents                                  885           8,804
Cash and cash equivalent at beginning of period                      9,213           8,185
                                                                ----------      ----------

Cash and cash equivalents at end of period                      $   10,098      $   16,989
                                                                ==========      ==========

Additional cash flows and supplementary information
          Cash paid during the period for:
            Interest on deposits and borrowings                 $    1,305      $    1,206
            Taxes                                               $      300      $      --
          Assets acquired in settlement of loans                $       49      $      --
</TABLE>












                             See accompanying notes.

                                        8
<PAGE>

                            CLASSIC BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            BASIS OF PRESENTATION
            ---------------------
            The accompanying Consolidated Financial Statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial statements.

            In the opinion of management, the Consolidated Financial Statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial condition of Classic Bancshares, Inc.
as of June 30, 2004, and the results of operations for all interim periods
presented. Operating results for the three months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the fiscal year
ended March 31, 2005.

            Certain financial information and footnote disclosures normally
included in annual financial statements prepared in conformity with generally
accepted accounting principles have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The unaudited interim
consolidated financial statements presented herein should be read in conjunction
with the annual consolidated financial statements of the Company as of and for
the fiscal year ended March 31, 2004.

            STOCK OPTION PLANS
            ------------------
            Employee compensation expense under stock option plans is reported
using the intrinsic value method. No stock-based compensation cost is reflected
in net income, as all options granted had an exercise price equal to or greater
than the market price of the underlying common stock at date of grant. The
following table illustrates the effect on net income and earnings per share if
expense was measured using the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation.


                                                    THREE MONTHS ENDED
                                                         JUNE 30,
                                                         --------
                                                    2004          2003
                                                    ----          ----
                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)

     Net income as reported                      $   1,052     $     745
     Deduct:
        Stock-based compensation
        expense determined under fair
        value-based method                             --              1
                                                 ---------     ---------
     Pro forma net income                        $   1,052     $     744
                                                 =========     =========

     Basic earnings per share as reported          $0.75          $0.63
     Pro forma basic earnings per share             0.75           0.63

     Diluted earnings per share as reported         0.68           0.57
     Pro forma diluted earnings per share           0.68           0.57


                                        9
<PAGE>


            PRINCIPLES OF CONSOLIDATION
            ---------------------------
            The financial statements include the accounts of Classic Bancshares,
Inc. (the "Company") and its wholly owned subsidiary, Classic Bank. All
significant intercompany balances and transactions have been eliminated.

            DIVIDEND
            --------
            The Company paid a 10% stock dividend on November 17, 2003. Per
share amounts have been restated for the impact of this stock dividend.

(2)         EARNINGS PER SHARE

            Earnings per share are presented pursuant to the provisions of SFAS
No. 128, "Earnings Per Share." Basic earnings per share are calculated based on
the weighted average number of common shares outstanding during the respective
periods.

            Diluted earnings per share are computed taking into consideration
common shares outstanding and dilutive potential common shares to be issued
under the Company's stock option plans and recognition and retention plan.
<TABLE><CAPTION>
                              For the Three Months Ended              For the Three Months Ended
                                    June 30, 2004                            June 30, 2003
                        (In thousands, except per share data)    (In thousands, except per share data)
                        ------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>            <C>          <C>          <C>
                                                   Per-Share                                Per-Share
                         Income       Shares         Amount       Income       Shares         Amount

Basic EPS                $1,052        1,407          $0.75         $745        1,177          $0.63
Effect of Dilutive
  Securities-Options        --           149        (0.07)           --           120          (0.06)
                        ------------------------------------------------------------------------------
Diluted EPS              $1,052        1,556          $0.68         $745        1,297          $0.57
                        ==============================================================================
</TABLE>

            Options to purchase 319,935 shares of common stock were outstanding
at June 30, 2004. Options to purchase 253,935 shares of common stock were
outstanding at June 30,
2003.







                                       10
<PAGE>

                                 PART I - ITEM 2

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

FINANCIAL CONDITION
-------------------

            The Company's total assets decreased $5.8 million from $341.8
million at March 31, 2004 to $336.0 million at June 30, 2004. The decrease was
due primarily to a decrease in loans of $1.5 million and a decrease in
securities of $4.8 million.

            Net loans receivable decreased $1.5 million from $257.5 million at
March 31, 2004 to $256.0 million at June 30, 2004. The decrease was due
primarily to the payout of some large commercial credits offset by loan
originations during the period. The Company experienced a slowing of loan demand
within the Company's market area during the period.

            Securities decreased approximately $4.8 million from $50.9 million
at March 31, 2004 to $46.1 million at June 30, 2004 primarily due to the
maturities, calls and principal repayments of $2.8 million and a decline in the
market value of these available for sale securities.

            Deposits decreased approximately $2.0 million from $260.2 million at
March 31, 2004 to $258.2 million at June 30, 2004. The decrease was due to the
outflow of deposits in the normal course of business as well as pricing
discipline in an environment of soft loan demand and rising interest rates. The
decrease was primarily in interest-bearing demand deposits. Borrowings from FHLB
also decreased $4.6 million. Short-term borrowings were repaid during the period
due to the decline in loan demand and the roll-off of securities.

            Total stockholders' equity was $34.9 million at June 30, 2004
compared to $35.2 million at March 31, 2004. The decrease was due primarily to a
decrease in the market value of available for sale securities and cash dividends
paid offset by net income recorded for the period.

FORWARD-LOOKING STATEMENTS
--------------------------

            When used in this Form 10-QSB and in future filings by the Company
with the Securities and Exchange Commission (the "SEC"), in the Company's press
releases or other public or shareholder communications, and in oral statements
made with the approval of an authorized executive officer, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including changes in economic conditions in the Company's market
area including unemployment levels and plant closings, changes in real estate
values in the Company's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company's market area
and competition and the failure to achieve anticipated merger cost savings or
difficulty in merger integration, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. The
Company wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ

                                       11
<PAGE>

materially from any opinions or statements expressed with respect to future
periods in any current statements.

            The Company does not undertake - and specifically declines any
obligation - to publicly release the result of any revisions, which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.

RESULTS OF OPERATIONS - COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS
----------------------------------------------------------------------------
ENDED JUNE 30, 2004 AND 2003
----------------------------

            GENERAL. The Company's results of operations depend primarily upon
the level of net interest income, which is the difference between the interest
income earned on its interest-earning assets such as loans and investments, and
the costs of the Company's interest-bearing liabilities, primarily deposits and
borrowings. Results of operations are also dependent upon the level of the
Company's non-interest income, including fee income and service charges, and
affected by the level of its non-interest expenses, including its general and
administrative expenses. Net interest income depends upon the volume of
interest-earning assets and interest-bearing liabilities and the interest rates
earned or paid on them, respectively.

            The Company reported net income of $1.1 million for the three months
ended June 30, 2004 compared to net income of $745,000 for the three months
ended June 30, 2003. The increase in net income of $307,000 between the two
periods was primarily the result of an increase in net interest income of
$778,000 and an increase in non-interest income of $109,000 partially offset by
an increase in provision for loss on loans of $89,000, and increase in
non-interest expense of $303,000 and an increase in income taxes of $188,000.

            INTEREST INCOME. Total interest income increased $870,000 for the
three months ended June 30, 2004 as compared to the three months ended June 30,
2003. The increase in interest income for the three-month period was due to an
increase in the average balance of interest-earning assets of $78.6 million for
the three months ended June 30, 2004 offset by a decrease in the yield earned on
interest-earning assets. The increase in the average balance of interest-earning
assets was due primarily to an increase in the average balance of loans and
securities primarily as a result of the acquisition of First Federal Financial
Bancorp, Inc. ("First Federal") completed in June 2003. The average tax
equivalent yield on interest-earning assets was 6.0% for the three months ended
June 30, 2004 compared to 6.5% for the same period in 2003. The decrease in the
yield was due to a portion of interest-earning assets repricing at lower rates
between the two periods.

            INTEREST EXPENSE. Interest expense increased $92,000 for the three
months ended June 30, 2004 as compared to the same period in 2003. Interest
expense increased for the period primarily due to an increase in the average
balance of interest-bearing liabilities offset by a decrease in the average rate
paid on interest-bearing liabilities. The average balance of interest-bearing
liabilities increased $64.7 million for the three months ended June 30, 2004
compared to the same period in 2003. The increase in these balances is primarily
the result of an increase in the average balance of interest-bearing deposits
and FHLB borrowings due primarily to the acquisition of First Federal. The
average rate paid on interest-bearing liabilities was 1.9% for the three months
ended June 30, 2004 compared to 2.4% for the three months ended June 30, 2003
due to a portion of interest-bearing liabilities repricing at lower rates
between the two periods.

                                       12
<PAGE>

            The resulting interest rate spread was 4.1% for the three months
ended June 30, 2004 and June 30, 2003. The resulting net interest margin was
4.3% for the three months ended June 30, 2004 compared to 4.5% for the three
months ended June 30, 2003.

            PROVISION FOR LOAN LOSSES. The Company's provision for loan losses
totaled $135,000 for the three months ended June 30, 2004 compared to $46,000
for the three months ended June 30, 2003. The provision for the three-month
period increased as result of specific consumer credits identified during the
quarter requiring additional coverage. Management does not feel that this is
necessarily a trend in total consumer portfolio but is specific to the credits
identified. The provision recorded for the three-month period was based on
management's evaluation of the Company's current portfolio including factors
such as the quality of the portfolio, the increase in loans that are not secured
by 1-4 family real estate, the level of non-performing loans, charge-off history
and the economy in the Company's market area. Management continually monitors
the Company's allowance for loan losses and makes adjustments as economic
conditions, portfolio quality and portfolio diversity dictates. Although the
Company maintains its allowance for loan losses at a level which the Board
considers to be adequate to provide for probable incurred losses on existing
loans, there can be no assurance that future losses will not exceed estimated
amounts or that additional provisions for loan losses will not be required for
future periods.

            NON-INTEREST INCOME. Non-interest income increased approximately
$109,000 for the three months ended June 30, 2004 compared to the same period in
2003. The increase for the three-month period is primarily the result of an
increase in service charges and other fees on deposits of $118,000 for the
three-month period, an increase in the gain realized on the sale of securities
of $17,000 offset by a decrease in secondary market commissions of $13,000 and a
decrease in other income of $13,000. The increase in service charges and other
fees on deposits for the periods is the primarily result of increased deposit
accounts.

            NON-INTEREST EXPENSE. Non-interest expenses increased $303,000 for
the three months ended June 30, 2004 compared to the same period in 2003.
Non-interest expenses increased for the three-month period due to an increase in
employee compensation and benefits of $177,000, an increase in occupancy and
equipment expense of $49,000, an increase in communications expense of $19,000,
an increase in deposit and franchise taxes of $13,000, an increase in
professional fees of $23,000, and an increase in other operating expenses of
$99,000 offset by a decrease in advertising of $51,000 and a decrease in
stationery and supplies of $26,000.

            Employee compensation and benefits increased primarily due to an
increase in the number of employees as a result of the First Federal
acquisition. Occupancy and equipment expense increased primarily due to an
increase in depreciation expense as a result of additional locations,
improvements to existing facilities, and upgrades in equipment. The increase in
communications expense and deposit and franchise taxes and other operating
expenses was due primarily to increased expenses as a result of the acquisition
of First Federal. Professional fees increased primarily as a result of the
Company's efforts to upgrade its corporate governance and comply with new
regulatory requirements.

            INCOME TAX EXPENSE. Income tax expense increased $188,000 for the
three months ended June 30, 2004 primarily due to an increase in income before
income taxes for the period.

                                       13
<PAGE>

NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES
---------------------------------------------------

            The allowance for loan losses is calculated based upon management's
evaluation and assessment of pertinent factors underlying the types and
qualities of the Company's loans. The assessment includes internal risk grading
of all commercial credits and based upon this evaluation, a specific allocation
allowance may be assigned to individual loans. Consumer and residential mortgage
loans are not specifically graded unless apparent weakness is determined through
payment history at which time a specific allowance allocation may be made.
Additionally, a general reserve is assigned to each lending segment in
recognition of probable incurred losses based upon historical loss and peer loss
information, while taking into consideration current delinquency trends, current
economic trends both local and national, strength of supervision and
administration of the loan portfolio, trends of non-performing assets to the
allowance and concentrations within commercial credits. These factors are
weighed quarterly and adjusted as deemed appropriate by management. The Company
has not materially changed any aspect of its overall approach in the
determination of the allowance for loan losses and there have been no material
changes in assumptions or estimations as compared to prior years that have
impacted the basis of the current year allowance.

            The Company's allowance for loan losses as of June 30, 2004 was $2.2
million or .9% of total loans. The March 31, 2004 allowance for loan loss was
$2.0 million, or .9% of total loans. Activity in the allowance for loan losses
is summarized as follows:

                                                          THREE MONTHS ENDED
                                                                JUNE 30,
                                                                --------
                                                           2004         2003
                                                         --------     --------
                                                            (IN THOUSANDS)

            Balance at beginning of year                 $  2,209     $  1,975
            Acquisition of First Federal                      --           885
            Provision for losses                              135           46
            Charge-offs                                       160           27
            Recoveries                                         19            9
                                                         --------     --------
            Ending balance                               $  2,203     $  2,888
                                                         ========     ========

            The ratio of non-performing assets to total assets is an indicator
of exposure to credit risk. Non-performing assets of the Company consist of
non-accruing loans, accruing loans delinquent 90 days or more, and foreclosed
assets, which have been acquired as a result of foreclosure or deed-in-lieu of
foreclosure. For all periods presented the Company had no troubled debt
restructurings. The following table sets forth the amount of non-performing
assets at the periods indicated.

                                                          JUNE 30,     MARCH 31,
                                                            2004         2004
                                                         --------     --------
                                                            (IN THOUSANDS)

            Non-Accruing Loans                           $    626     $    507
            Accruing Loans Delinquent 90 Days or More       1,338          969
            Foreclosed Assets                                 827          856
                                                         --------     --------
            Total Non-Performing Assets                  $  2,791     $  2,332
                                                         ========     ========
            Total Non-Performing Assets as a
              Percentage of Total Assets                      .8%          .7%

                                       14
<PAGE>

            Total non-performing assets increased $459,000 from March 31, 2004
to June 30, 2004 due primarily to a commercial credit that was part of First
Federal portfolio at the time of acquisition. The credit became 90 days past due
during the current quarter. This problem credit was identified through
pre-acquisition due diligence and reserved for appropriately. Management does
not feel that this is an indication of a trend within the Company's commercial
portfolio.

            OTHER ASSETS OF CONCERN. Other than the non-performing assets set
forth in the table above, as of June 30, 2004, there were no loans with respect
to which known information about the possible credit problems of the borrowers
or the cash flows of the security properties have caused management to have
concerns as to the ability of the borrowers to comply with present loan
repayment terms and which may result in the future inclusion of such items in
the non-performing asset categories.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

            The Company's most liquid assets are cash and cash equivalents. The
levels of these assets are dependent on the Company's operating, financing, and
investing activities. At June 30, 2004 and March 31, 2004, cash and cash
equivalents totaled $10.1 million and $9.2 million, respectively. The Company's
primary sources of funds include principal and interest payments on loans (both
scheduled and prepayments), maturities of and interest payments on investment
securities and principal and interest payments from mortgage-backed securities,
deposits and Federal Home Loan Bank of Cincinnati advances and other borrowings.
While scheduled loan and mortgage-backed security repayments and proceeds from
maturing investment securities are relatively predictable, deposit flows and
early repayments are more influenced by interest rates, general economic
conditions and competition. Certificates of deposit as of June 30, 2004 maturing
within one year totaled $81.5 million. Management believes based on experience
that most of these funds will remain with the Company.

            Liquidity management is both a short- and long-term responsibility
of management. The Company adjusts its investments in liquid assets based upon
management's assessment of expected loan demand, projected purchases of
investment and mortgage-backed securities, expected deposit flows, yields
available on other assets, and the liquidity goals of its asset/liability
management program. Excess liquidity is generally invested in interest-bearing
overnight deposits and other short-term liquid asset funds. If funds are
required beyond the funds generated internally, the subsidiary of the Company
has the ability to borrow funds from the FHLB and other third parties. At June
30, 2004, the Company had $29.6 million in borrowings outstanding with the FHLB
and additional borrowing capacity of $90.5 million. On a limited basis, the
Company at times utilizes repurchase agreements for the generation of additional
funds from our established relationship business customers. At June 30, 2004,
the Company had $11.5 million of repurchase agreements with existing
relationship based business customers.

            At June 30, 2004, the Company had outstanding commitments to fund
loans of $23.9 million. The Company anticipates that it will have sufficient
funds available to meet its current commitments principally through the use of
current liquid assets and through its borrowing capacity with the FHLB.

                                       15
<PAGE>

            Classic Bank is subject to the regulatory capital requirements of
the Federal Deposit Insurance Corporation (the "FDIC"). The following table
summarizes, as of June 30, 2004, the capital requirements applicable to Classic
Bank and its actual capital ratios. As of June 30, 2004, Classic Bank was in
compliance with its capital requirements.
<TABLE><CAPTION>

                                              REGULATORY            ACTUAL CAPITAL
                                          CAPITAL REQUIREMENT        CLASSIC BANK
                                          -------------------        ------------
                                          AMOUNT      PERCENT    AMOUNT      PERCENT
                                          ------      -------    ------      -------
                                                        (In Thousands)
<S>                                     <C>            <C>     <C>            <C>
            Total Capital
             (to Risk Weighted Assets)   $18,567        8.0%    $26,915        11.6%
            Tier 1 Capital
             (to Adjusted Total Assets)   13,121        4.0      24,712         7.5
</TABLE>

            The Company is subject to the regulatory capital requirements of the
Federal Reserve Board that generally parallels the capital requirements for FDIC
insured banks. The following table summarizes, as of June 30, 2004, the capital
requirements applicable to the Company and its actual capital ratios. As of June
30, 2004, the Company was in compliance with its capital requirements.
<TABLE><CAPTION>

                                              REGULATORY            ACTUAL CAPITAL
                                          CAPITAL REQUIREMENT  CLASSIC BANCSHARES, INC.
                                          -------------------  ------------------------
                                          AMOUNT      PERCENT    AMOUNT      PERCENT
                                          ------      -------    ------      -------
                                                        (In Thousands)
<S>                                     <C>            <C>     <C>            <C>
            Total Capital
             (to Risk Weighted Assets)   $18,642        8.0%    $28,600        12.3%
            Tier 1 Capital
             (to Adjusted Total Assets)   13,158        4.0      26,397         8.0
</TABLE>


IMPACT OF INFLATION AND CHANGING PRICES
---------------------------------------

            The consolidated financial statements and related data presented
herein have been prepared in accordance with generally accepted accounting
principles which require the measurement of financial position and operating
results in terms of historical dollars without considering changes in the
relative purchasing power of money over time due to inflation. The primary
impact of inflation on the operations of the Company is reflected in increased
operating costs. Unlike most industrial companies, virtually all of the assets
and liabilities of a financial institution are monetary in nature. As a result,
interest rates, generally, have a more significant impact on a financial
institution's performance than does inflation. Interest rates do not necessarily
move in the same direction or to the same extent as the prices of goods and
services.


                        ITEM 3 - CONTROLS AND PROCEDURES

            The Company has adopted disclosure controls and procedures designed
to facilitate the Company's financial reporting. The interim disclosure controls
currently consist of communications among the Chief Executive Officer, the Chief
Financial Officer and each department head to identify any transactions, events,
trends, risks or contingencies which may be material to the Company's
operations. The Company's disclosure controls also contain certain elements of
its internal controls adopted in connection with applicable accounting and
regulatory

                                       16
<PAGE>

guidelines. Finally, the Chief Executive Officer, Chief Financial Officer, the
Audit Committee and the Company's independent auditors also meet on a quarterly
basis and discuss the Company's material accounting policies. The Company's
Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of these disclosure controls as of the end of the period covered
by this report and found them to be adequate.

            The Company maintains internal control over financial reporting.
There have not been any significant changes in such internal control over
financial reporting in the last quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.






























                                       17
<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         a. Exhibits

             Exhibit 31.1 Certification of David B. Barbour pursuant to Rule
              13a-14 under the Securities Exchange Act of 1934.
             Exhibit 31.2 Certification of Lisah M. Frazier pursuant to Rule
              13a-14 under the Securities Exchange Act of 1934.
             Exhibit 32.1 Certification of David B. Barbour pursuant to 18
              U.S.C. Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002
             Exhibit 32.2 Certification of Lisah M. Frazier pursuant to 18
              U.S.C. Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

         b. Reports on Form 8-K

            The Registrant filed the following current reports on Form 8-K
            during the three months ended June 30, 2004:

            Report filed on June 4, 2004 containing press release, dated June 4,
            2004, announcing earnings for the fiscal year and the quarter ended
            March 31, 2004.






                                       18
<PAGE>

            SIGNATURES


            Pursuant to the requirement 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.


                                        CLASSIC BANCSHARES, INC.
                                        REGISTRANT





Date: August 13, 2004             /s/ David B. Barbour
      ---------------             --------------------------------------------
                                  David B. Barbour, President, Chief Executive
                                  Officer and Director (Duly Authorized Officer)





Date: August 13, 2004             /s/ Lisah M. Frazier
      ---------------             --------------------------------------------
                                  Lisah M. Frazier, Chief Operating Officer,
                                  Treasurer and Chief Financial Officer
                                  (Principal Financial Officer)










                                       19
<PAGE>

                                INDEX TO EXHIBITS



Exhibit
Number
------


  11   Statement regarding computation of Per Share Earnings in the Notes to the
       Consolidated Financial Statements in Part I of this Report .  For such
       computation, see Note 2 "Earnings Per Share."

 31.1  Certification of David B. Barbour pursuant to Rule 13a-14 under the
       Securities Exchange Act of 1934

 31.2  Certification of Lisah M. Frazier pursuant to Rule 13a-14 under the
       Securities Exchange Act of 1934

 32.1  Certification of David B. Barbour Pursuant to 18 U.S.C. Section 1350, as
       Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2  Certification of Lisah M. Frazier Pursuant to 18 U.S.C. Section 1350, as
       Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002















                                       20