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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(Mark one)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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 0-18121

                                MAF BANCORP, INC.
             (Exact name of registrant as specified in its charter)


                  DELAWARE                              36-3664868
         (State of Incorporation)                     (I.R.S. Employer
                                                     Identification No.)


       55TH STREET & HOLMES AVENUE
       CLARENDON HILLS, ILLINOIS                          60514
(Address of Principal Executive Offices)                (Zip Code)

                  Registrant's telephone number: (630) 325-7300

Indicate by check mark whether the registrant (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 [ ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act).  Yes [X]   No [ ]

The number of shares  outstanding of the issuer's  common stock,  par value $.01
per share, was 33,559,885 at November 5, 2004.

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


<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES

                                    FORM 10-Q



Part I.  Financial Information                                             Page
-------  ---------------------                                             ----

Item 1.   Financial Statements

          Consolidated Statements of Financial Condition
          as of September 30, 2004 and December 31, 2003 (unaudited).......  3

          Consolidated Statements of Operations for the Three and Nine
          Months Ended September 30, 2004 and 2003 (unaudited).............  4

          Consolidated Statement of Changes in Stockholders' Equity
          for the Nine Months Ended September 30, 2004 (unaudited).........  5

          Consolidated Statements of Cash Flows for the
          Nine Months Ended September 30, 2004 and 2003 (unaudited)........  6

          Notes to Consolidated Financial Statements (unaudited) ..........  8

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................. 14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk....... 35

Item 4.   Controls and Procedures.......................................... 36


Part II.  Other Information
-------   -----------------

Item 1.   Legal Proceedings................................................ 36

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds...... 36

Item 3.   Defaults Upon Senior Securities.................................. 36

Item 4.   Submission of Matters to a Vote of Security Holders.............. 37

Item 5.   Other Information................................................ 37

Item 6.   Exhibits......................................................... 37

          Signature Page................................................... 38


                                       2

<PAGE>


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                       MAF BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                          SEPTEMBER 30,   DECEMBER 31,
                                                                                               2004           2003
                                                                                        ---------------- ---------------
<S>                                                                                     <C>              <C>
ASSETS
------
Cash and due from banks                                                                 $        118,461        144,290
Interest-bearing deposits                                                                         67,614         57,988
Federal funds sold                                                                                42,767         19,684
                                                                                          --------------  -------------
     Total cash and cash equivalents                                                             228,842        221,962
                                                                                          --------------  -------------
Investment securities available for sale, at fair value                                          345,713        365,334
Stock in Federal Home Loan Bank of Chicago, at cost                                              321,681        384,643
Mortgage-backed securities available for sale, at fair value                                     920,643        971,969
Mortgage-backed securities held to maturity (fair value of $98,544)                               98,617              -
Loans receivable held for sale                                                                    53,830         44,511
Loans receivable, net of allowance for losses of $34,936 and $34,555                           6,716,440      6,324,596
Accrued interest receivable                                                                       33,329         31,168
Foreclosed real estate                                                                             1,135          3,200
Real estate held for development or sale                                                          37,179         32,093
Premises and equipment, net                                                                      133,096        122,817
Goodwill                                                                                         262,368        262,488
Intangibles, net                                                                                  37,345         38,189
Other assets                                                                                     130,596        130,615
                                                                                          --------------  -------------
                                                                                        $      9,320,814      8,933,585
                                                                                          ==============  =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
   Deposits                                                                             $      5,640,231      5,580,455
   Borrowed funds                                                                              2,559,229      2,299,427
   Advances by borrowers for taxes and insurance                                                  54,975         41,149
   Accrued expenses and other liabilities                                                        132,434        110,950
                                                                                          --------------  -------------
     Total liabilities                                                                         8,386,869      8,031,981
                                                                                          --------------  -------------

Stockholders' equity:
   Preferred stock, $.01 par value; authorized 5,000,000
     shares; none outstanding                                                                          -              -
   Common stock, $.01 par value;
     80,000,000 shares authorized; 33,121,465 and 33,063,853 shares
     issued; 32,649,961 and 33,063,853 shares outstanding                                            331            331
   Additional paid-in capital                                                                    497,981        495,747
   Retained earnings, substantially restricted                                                   452,762        402,402
   Accumulated other comprehensive income, net of tax                                              1,368          2,109
   Stock in Gain Deferral Plan; 244,304 and 240,879 shares                                         1,160          1,015
   Treasury stock, at cost; 471,504 shares at September 30, 2004                                 (19,657)             -
                                                                                          --------------  -------------
     Total stockholders' equity                                                                  933,945        901,604
                                                                                          --------------  -------------
                                                                                        $      9,320,814      8,933,585
                                                                                          ==============  =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                          SEPTEMBER 30,              SEPTEMBER 30,
                                                                -----------------------------  ------------------------
                                                                     2004            2003          2004          2003
                                                                --------------  ------------   ------------ -----------
<S>                                                             <C>             <C>            <C>          <C>
Interest income:
   Loans receivable                                             $      86,135         67,922       253,045      199,211
   Mortgage-backed securities held to maturity                          1,079              -         2,253            -
   Mortgage-backed securities available for sale                        8,750          3,158        26,297        9,415
   Investment securities available for sale                             8,911          6,210        27,337       17,052
   Interest-bearing deposits and federal funds sold                       764            870         2,092        3,433
                                                                  -----------    -----------   -----------  -----------
     Total interest income                                            105,639         78,160       311,024      229,111
                                                                  -----------    -----------   -----------  -----------
Interest expense:
   Deposits                                                            18,908         14,510        53,514       46,327
   Borrowed funds                                                      22,172         18,742        63,752       56,258
                                                                  -----------    -----------   -----------  -----------
     Total interest expense                                            41,080         33,252       117,266      102,585
                                                                  -----------    -----------   -----------  -----------
       Net interest income                                             64,559         44,908       193,758      126,526
Provision for loan losses                                                 350              -           930            -
                                                                  -----------    -----------   -----------  -----------
       Net interest income after provision for loan losses             64,209         44,908       192,828      126,526
Non-interest income:
   Net gain (loss) on sale or writedown of:
     Loans receivable held for sale                                     2,978          7,138         6,434       22,940
     Mortgage-backed securities                                             -            645           489        5,997
     Investment securities                                                  3         (1,516)        2,805       (6,943)
     Foreclosed real estate                                               227             78           423          311
   Income from real estate operations                                   1,650          3,009         5,261        6,332
   Deposit account service charges                                      8,848          6,051        25,425       17,450
   Loan servicing fee income (expense)                                    584         (2,640)          710       (6,056)
Valuation recovery (allowance)
     of mortgage servicing rights                                           -              -         1,755         (940)
   Brokerage commissions                                                1,044            982         3,142        2,361
   Other                                                                4,182          3,276        12,549        8,559
                                                                  -----------    -----------   -----------  -----------
     Total non-interest income                                         19,516         17,023        58,993       50,011
                                                                  -----------    -----------   -----------  -----------
Non-interest expense:
   Compensation and benefits                                           23,083         17,134        72,723       48,426
   Office occupancy and equipment                                       7,420          3,717        20,645       10,701
   Advertising and promotion                                            2,452          1,700         7,453        4,798
   Data processing                                                      1,598          1,036         6,005        3,001
   Other                                                               10,180          5,401        28,510       14,732
   Amortization of core deposit intangibles                               730            421         2,201        1,170
                                                                  -----------    -----------   -----------  -----------
     Total non-interest expense                                        45,463         29,409       137,537       82,828
                                                                  -----------    -----------   -----------  -----------
       Income before income taxes                                      38,262         32,522       114,284       93,709
Income tax expense                                                     12,676         12,016        37,934       34,376
                                                                  -----------    -----------   -----------  -----------
       Net income                                               $      25,586         20,506        76,350       59,333
                                                                  ===========    ===========   ===========  ===========

Basic earnings per share                                        $         .78            .82          2.33         2.48
                                                                  ===========    ===========   ===========  ===========

Diluted earnings per share                                      $         .77            .79          2.27         2.42
                                                                  ===========    ===========   ===========  ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED SEPTEMBER 30, 2004
                                                                            ACCUMULATED    STOCK IN
                                                     ADDITIONAL               OTHER          GAIN
                                            COMMON    PAID-IN    RETAINED  COMPREHENSIVE   DEFERRAL   TREASURY
                                            STOCK     CAPITAL    EARNINGS   INCOME (LOSS)    PLAN       STOCK     TOTAL
                                           --------  ---------  ---------- -------------   ---------  ---------  -------
<S>                                      <C>         <C>        <C>        <C>             <C>        <C>       <C>

Balance at December 31, 2003             $      331    495,747     402,402        2,109       1,015          -    901,604
                                           --------  ---------  ----------    ---------      ------    -------  ---------
Comprehensive income:
   Net income                                     -          -      76,350            -           -          -     76,350
   Other comprehensive income, net
     of tax:
     Unrealized holding gain during
       the period                                 -          -           -        1,457           -          -      1,457
     Less:  reclassification adjustment
       of realized gain included in
       net income                                 -          -           -       (2,198)          -          -     (2,198)
                                           --------  ---------  ----------    ---------      ------    -------  ---------
   Total comprehensive income                     -          -      76,350         (741)          -          -     75,609
                                           --------  ---------  ----------    ---------      ------    -------  ---------
Exercise of 317,166 stock options,
   issuing 57,612 new shares and
   reissuance of 259,554 shares of
   treasury stock                                 -          -      (5,332)           -           -      9,392      4,060
Impact of exercise of acquisition
   carry-over options                             -      1,162           -            -           -          -      1,162
Tax benefits from stock-related
   compensation                                   -      1,072           -            -           -          -      1,072
Purchase of 693,600 shares of
   treasury stock                                 -          -           -            -           -    (29,049)   (29,049)
Cash dividends declared ($.63 per share)          -          -     (20,658)           -           -          -    (20,658)
Dividends paid to gain deferral plan              -          -           -            -         145          -        145
                                           --------  ---------  ----------    ---------      ------    -------  ---------
Balance at September 30, 2004            $      331    497,981     452,762        1,368       1,160    (19,657)   933,945
                                           ========  =========  ==========    =========      ======    =======  =========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollar in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                             NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                       -----------------------------
                                                                                           2004              2003
                                                                                       ------------      -----------
<S>                                                                                  <C>                 <C>
Operating activities:
Net income                                                                            $     76,350            59,333
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                                        10,032             5,715
       Provision for loan losses                                                               930                 -
       FHLB of Chicago stock dividend                                                      (12,038)          (11,786)
       Deferred income tax (benefit) expense                                                 8,259            (5,530)
Amortization of core deposit intangibles                                                     2,201             1,170
Net amortization of premiums, discounts, and deferred loan fees                            (10,311)            4,231
Amortization and valuation recovery of mortgage servicing rights, net                        4,454            12,040
       Net gain on sale of loans receivable held for sale                                   (6,434)          (22,940)
       Net (gain) loss on sale of investment securities
           and mortgage-backed securities                                                   (3,294)              946
       Net gain on real estate held for development or sale                                 (5,261)           (6,332)
(Increase) decrease in accrued interest receivable                                          (2,161)            5,574
       Net increase (decrease) in other assets and liabilities                               4,405             6,832
   Loans purchased for sale                                                                 (7,125)                -
   Loans originated for sale                                                              (706,784)       (1,464,659)
   Sale of loans originated and purchased for sale                                         707,957         1,371,110
                                                                                      ------------       -----------
         Net cash provided by (used in) operating activities                                61,180           (44,296)
                                                                                      ------------       -----------
Investing activities:
   Loans originated for investment                                                      (2,447,297)       (2,494,587)
   Principal repayments on loans receivable                                              1,951,429         2,212,346
   Principal repayments on mortgage-backed securities                                      214,602           198,426
   Proceeds from maturities of investment securities available for sale                     73,891            86,256
   Proceeds from sale or redemption of:
     Investment securities available for sale                                               48,537            53,219
     Stock in FHLB of Chicago                                                               75,000                 -
     Mortgage-backed securities available for sale                                          18,522           258,810
     Real estate held for development or sale                                               17,382            20,979
   Purchases of:
     Investment securities available for sale                                             (100,748)         (107,687)
     Stock in FHLB of Chicago                                                                    -           (30,000)
     Mortgage-backed securities available for sale                                        (177,940)         (162,704)
     Real estate held for development or sale                                              (10,500)          (20,158)
     Premises and equipment                                                                (19,031)          (18,216)
   Proceeds from acquisitions, net of cash acquired                                              -             8,987
                                                                                       -----------       -----------
         Net cash provided by (used in) investing activities                          $   (356,153)            5,671
                                                                                       -----------       -----------
</TABLE>


                                                              (continued)


                                       6
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                              (Dollar in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                             NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                       -----------------------------
                                                                                           2004              2003
                                                                                       ------------      -----------
<S>                                                                                  <C>                 <C>
Financing activities:
   Proceeds from FHLB of Chicago advances                                            $    945,000           175,000
   Repayment of FHLB of Chicago advances                                                 (819,688)         (130,500)
   Net change in other borrowings                                                         143,833           (11,200)
   Net addition of deposits                                                                61,977            68,286
   (Increase) decrease in advances by borrowers for taxes and insurance                    13,826           (20,390)
   Proceeds from exercise of stock options                                                  5,571             3,082
   Purchase of treasury stock                                                             (29,049)          (30,753)
Cash dividends paid                                                                       (19,617)          (11,734)
                                                                                      -----------        -----------
   Net cash provided by financing activities                                              301,853            41,791
                                                                                      -----------        ----------
Increase in cash and cash equivalents                                                       6,880             3,166
Cash and cash equivalents at beginning of period                                          221,962           262,680
                                                                                      -----------        ----------
Cash and cash equivalents at end of period                                           $    228,842           265,846
                                                                                      ===========       ===========
Supplemental disclosure of cash flow information:
    Cash paid during the period for:
      Interest on deposits and borrowed funds                                        $    101,284           101,501
      Income taxes                                                                          7,463            35,803
Summary of non-cash transactions:
      Transfer of loans receivable to foreclosed real estate                                2,989             2,745
      Loans receivable swapped into mortgage-backed securities                       $    147,315           134,419
                                                                                      ===========       ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

(1)  BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not  include  all  of the  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of only normal recurring  accruals)  necessary for a fair presentation have been
included.  The  results  of  operations  for the  three  and nine  months  ended
September  30,  2004  are not  necessarily  indicative  of  results  that may be
expected for the year ending December 31, 2004.

     The consolidated  financial statements include the accounts of MAF Bancorp,
Inc. ("Company"),  Mid America Bank, fsb including its subsidiaries ("Bank") and
MAF  Developments,  Inc.  ("MAFD"),  for the three and nine month  periods ended
September  30, 2004 and 2003 and as of September 30, 2004 and December 31, 2003.
All material  intercompany  balances and  transactions  have been  eliminated in
consolidation.

(2)  EARNINGS PER SHARE

     Earnings per share is  determined  by dividing net income for the period by
the weighted average number of shares outstanding.  Stock options and restricted
stock units are regarded as potential  common  stock and are  considered  in the
diluted earnings per share  calculations to the extent that they have a dilutive
effect.  Weighted  average  shares used in  calculating  earnings  per share are
summarized below for the periods indicated:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED SEPTEMBER 30,
                                                      2004                                       2003
                                    ----------------------------------------  ------------------------------------------
                                       INCOME           SHARES      PER-SHARE     INCOME          SHARES       PER-SHARE
                                     (NUMERATOR)     (DENOMINATOR)   AMOUNT     (NUMERATOR)    (DENOMINATOR)    AMOUNT
                                     -----------     -------------  ---------   -----------    -------------   ---------
                                                     (Dollars in thousands, except per share data)
<S>                                 <C>             <C>            <C>          <C>             <C>             <C>
Basic earnings per share:
  Income available to
   common shareholders              $    25,586       32,618,611   $   .78      $   20,506         25,154,529   $   .82
                                                                      ====       =========                         ====
Effect of dilutive securities:
  Stock options and restricted
   stock units                                           750,598                                      670,141
                                                    ------------                                 ------------
Diluted earnings per share:
  Income available to common
   shareholders                     $    25,586       33,369,209   $   .77      $   20,506         25,824,670   $   .79
                                      =========     ============      ====       =========       ============      ====

                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                      2004                                       2003
                                    ----------------------------------------  ------------------------------------------
                                       INCOME           SHARES      PER-SHARE     INCOME          SHARES       PER-SHARE
                                     (NUMERATOR)     (DENOMINATOR)   AMOUNT     (NUMERATOR)    (DENOMINATOR)    AMOUNT
                                     -----------     -------------  ---------   -----------    -------------   ---------
                                                     (Dollars in thousands, except per share data)

Basic earnings per share:
  Income available to
   common shareholders              $    76,350       32,807,778   $  2.33      $   59,333         23,909,848   $  2.48
                                                                      ====       =========                         ====
Effect of dilutive securities:
  Stock options and restricted
    stock units                                          813,896                                      601,733
                                                    ------------                                 ------------
Diluted earnings per share:
  Income available to common
   shareholders                      $   76,350       33,621,674   $  2.27      $   59,333         24,511,581    $ 2.42
                                      =========       ==========      ====       =========         ==========     =====
</TABLE>



                                       8
<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

(3)  COMMITMENTS AND CONTINGENCIES

     At September 30, 2004,  the Bank had  outstanding  commitments to originate
loans of $608.1  million,  of which  $224.4  million were  fixed-rate  loans and
$383.7 million were hybrid  adjustable-rate  loans with initial fixed-rate terms
of 3, 5 or 7 years. Prospective borrowers had locked the interest rate on $159.3
million of these commitments, of which $66.9 million were fixed-rate loans, with
rates ranging from 4.0% to 7.125%,  and $92.5 million were adjustable rate loans
with  rates  ranging  from 3.0% to 7.0%.  The  interest  rates on the  remaining
commitments of $448.8  million float at current  market rates.  At September 30,
2004,  the Bank had  outstanding  forward  commitments  to sell $79.5 million of
fixed-rate  mortgage loans and $24.4 million of adjustable-rate  mortgage loans.
At September 30, 2004,  the Bank also had  outstanding  commitments to originate
$130.3 million of floating rate equity lines of credit.

     At September 30, 2004, the Bank had  outstanding  standby letters of credit
totaling $71.3 million.  Of this amount $42.2 million is comprised of letters of
credit to enhance  developers'  industrial revenue bond financings of commercial
real estate in the Bank's  market.  Additionally,  the  Company had  outstanding
standby  letters  of  credit  totaling  $4.8  million  related  to  real  estate
development improvements.

     The Company could face potential loss equal to the  contractual  amounts of
contingent  credit-related  financial  instruments such as commitments to extend
credit,  and  letters of credit,  if the loans are  actually  originated  or the
contracts are fully drawn upon,  and the customers  default and the value of any
existing collateral become worthless.

     At September 30, 2004, the Bank had $12.4 million of credit risk related to
loans sold to the Federal Home Loan Bank Mortgage  Partnership  Finance  Program
("MPF"), $47.8 million of loans sold with full recourse to other investors,  and
approximately $23.5 million of credit risk related to reinsurance obligations on
loans with private mortgage insurance in force.

(4)  STATEMENT OF CASH FLOWS

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
cash and due from  banks,  interest-bearing  deposits  and  federal  funds sold.
Generally,  federal  funds are sold for  one-day  periods  and  interest-bearing
deposits mature within one day to three months.

(5)  RECLASSIFICATIONS

     Certain  reclassifications  of 2003  amounts have been made to conform with
the current period presentation.


                                       9
<PAGE>



                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

(6) SEGMENT INFORMATION

     The Company utilizes the "management approach" for segment reporting.  This
approach is based on the way that  management of the Company  organizes lines of
business for making operating  decisions and assessing  performance.  Currently,
the Company has two segments.  The Banking segment  includes lending and deposit
gathering  operations as well as other financial  services offered to individual
and business customers.  The land development segment consists primarily of land
acquisitions,  obtaining necessary zoning and regulatory approvals and improving
raw land into developed residential lots for sale to builders.  All goodwill has
been allocated to the Banking segment.  Selected segment information is included
in the tables below:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED                              THREE MONTHS ENDED
                                          SEPTEMBER 30, 2004                              SEPTEMBER 30, 2003
                              ---------------------------------------------   ---------------------------------------------
                                                 LAND        CONSOLIDATED                        LAND         CONSOLIDATED
                                  BANKING     DEVELOPMENT        TOTAL            BANKING     DEVELOPMENT         TOTAL
                                  -------     -----------        -----            -------     -----------         -----
                                             (In thousands)                                  (In thousands)
<S>                          <C>             <C>             <C>              <C>             <C>             <C>
Interest income              $    105,639             -           105,639          78,160             -            78,160
Interest expense                   41,080             -            41,080          33,252             -            33,252
                              -----------       -------       -----------     -----------      --------       -----------
  Net interest income              64,559             -            64,559          44,908             -            44,908
  Provision for loan losses           350             -               350               -             -                 -
Non-interest income                17,866         1,650            19,516          14,014         3,009            17,023
Non-interest expense               45,082           381            45,463          29,062           347            29,409
                              -----------       -------       -----------     -----------      --------       -----------
Income before income taxes         36,993         1,269            38,262          29,860         2,662            32,522
Income tax expense                 12,172           504            12,676          10,960         1,056            12,016
                              -----------       -------       -----------     -----------      --------       -----------
Net income                   $     24,821           765            25,586          18,900          1,606           20,506
                              ===========       =======       ===========     ===========      =========      ===========

Average assets               $  9,272,464        38,287         9,310,751       6,529,986         24,063        6,554,049
                              ===========       =======       ===========     ===========      =========      ===========

                                          NINE MONTHS ENDED                                NINE MONTHS ENDED
                                          SEPTEMBER 30, 2004                              SEPTEMBER 30, 2003
                              ---------------------------------------------   ---------------------------------------------
                                                 LAND        CONSOLIDATED                        LAND         CONSOLIDATED
                                  BANKING     DEVELOPMENT        TOTAL            BANKING     DEVELOPMENT          TOTAL
                                  -------     -----------        -----            -------     -----------          -----
                                             (In thousands)                                   (In thousands)
Interest income              $    311,024             -           311,024         229,111             -           229,111
Interest expense                  117,266             -           117,266         102,585             -           102,585
                              -----------       -------       -----------     -----------      --------       -----------
  Net interest income             193,758             -           193,758         126,526             -           126,526
  Provision for loan losses           930             -               930               -             -                 -
Non-interest income                53,732         5,261            58,993          43,679         6,332            50,011
Non-interest expense              136,368         1,169           137,537          81,774         1,054            82,828
                              -----------       -------       -----------     -----------      --------       -----------
Income before income taxes        110,192         4,092           114,284          88,431         5,278            93,709
Income tax expense                 36,308         1,626            37,934          32,282         2,094            34,376
                              -----------       -------       -----------     -----------      --------       -----------
Net income                   $     73,884         2,466            76,350          56,149         3,184            59,333
                              ===========       =======       ===========     ===========      ========       ===========
Average assets                  9,126,816        35,812         9,162,628       6,130,047        21,122         6,151,169
                              ===========       =======       ===========     ===========      ========       ===========

</TABLE>

(7) GOODWILL AND INTANGIBLE ASSETS

     Goodwill had a net carrying amount of $262.4 million at September 30, 2004.
The Company evaluates  goodwill for impairment at least annually.  An evaluation
was completed as of May 31, 2004. No impairment was deemed necessary as a result
of the Company's analysis.

     All of the  Company's  goodwill  is in the  Banking  segment.  For the nine
months ended  September 30, 2004  compared to December 31, 2003,  the balance of
goodwill decreased by $120,000 due to adjustments related to amounts recorded in
connection with previous acquisitions.

                                       10
<PAGE>



                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)


     The  changes  in the net  carrying  amounts  of  intangible  assets  are as
follows:

<TABLE>
<CAPTION>
                                                                                     MORTGAGE
                                                               CORE DEPOSIT         SERVICING
                                                               INTANGIBLES           RIGHTS(1)         TOTAL
                                                              -------------        ------------      ---------
                                                                              (Dollars in thousands)
     <S>                                                      <C>                 <C>               <C>
     Balance at December 31, 2003                              $    14,061             24,128           38,189
       Additions                                                         -              5,811            5,811
       Amortization expense                                         (2,201)            (6,209)          (8,410)
       Valuation recovery                                                -              1,755            1,755
                                                                 ---------          ---------        ---------
     Balance at September 30, 2004                             $    11,860             25,485           37,345
                                                                ==========          =========        =========
</TABLE>

     The following is a summary of intangible assets subject to amortization:

<TABLE>
<CAPTION>
                                           AS OF SEPTEMBER 30, 2004                      AS OF DECEMBER 31, 2003
                                   ----------------------------------------     ------------------------------------------
                                     GROSS                           NET           GROSS                           NET
                                    CARRYING      ACCUMULATED     CARRYING        CARRYING      ACCUMULATED      CARRYING
                                     AMOUNT      AMORTIZATION      AMOUNT          AMOUNT      AMORTIZATION       AMOUNT
                                    --------     ------------     --------        --------     ------------      --------
                                                                     (Dollars in thousands)
     <S>                         <C>             <C>             <C>             <C>           <C>              <C>
  Core deposit intangibles         $  24,570         (12,710)       11,860          24,570         (10,509)        14,061
  Mortgage servicing rights(1)        30,822          (5,337)       25,485          26,988          (2,860)        24,128
                                    --------       ---------     ---------        --------       ---------      ---------
       Total                       $  55,392         (18,047)       37,345          51,558         (13,369)        38,189
                                    ========       =========     =========        ========       =========      =========
<FN>
------------------------
(1)  The carrying  amounts for  September 30, 2004 and December 31, 2003 are net
     of impairment reserves of $488,000 and $2.2 million, respectively.
</FN>
</TABLE>

     Amortization  expense for core deposit  intangibles and mortgage  servicing
rights for the nine months ended  September 30, 2004 and estimates for the three
months ending December 31, 2004 and five years thereafter are as follows.  These
estimates  are based on the net  carrying  amount  of the  Bank's  core  deposit
intangibles and mortgage servicing rights as of September 30, 2004.


                                                      CORE          MORTGAGE
                                                    DEPOSIT        SERVICING
                                                   INTANGIBLES       RIGHTS
                                                   -----------     ----------
                                                     (Dollars in thousands)
AGGREGATE AMORTIZATION EXPENSE:
For the nine months ended September 30, 2004      $   2,201           6,209
ESTIMATED AMORTIZATION EXPENSE:
For the three months ending December 31, 2004           729           1,500

For the Year Ending:
      December 31, 2005                               2,500           4,800
      December 31, 2006                               1,900           4,100
      December 31, 2007                               1,300           3,700
      December 31, 2008                               1,200           3,400
      December 31, 2009                               1,100           3,100
                                                   ========         =======


                                       11
<PAGE>




                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)


(8) STOCK OPTION PLANS

     The  Company  applies  APB  Opinion  25,  "Accounting  for Stock  Issued to
Employees,"  and related  Interpretations  in  accounting  for its stock  option
plans.  Accordingly,  no  compensation  cost has been  recognized for its awards
under stock option plans. Had  compensation  cost for the Company's stock option
plans  been  determined  based on the fair value at the grant  dates,  using the
Black Scholes valuation  methodology,  for awards under those plans applying the
alternative method of SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
as amended by SFAS No. 148, "Accounting for Stock-Based  Compensation-Transition
and Disclosure," the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated in the table below:


<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                          SEPTEMBER 30,                SEPTEMBER 30,
                                                                   -------------------------    ------------------------
                                                                       2004         2003           2004          2003
                                                                   -----------   ----------     ----------    ---------
                                                                        (Dollars in thousands, except per share data)
      <S>                                                          <C>           <C>            <C>           <C>
       Net income, as reported                                     $   25,586       20,506          76,350       59,333
       Deduct: total stock option employee compensation
         expense determined under Black Scholes
         method for all awards, net of related tax effects                806          819           2,799        2,431
                                                                     --------     --------       ---------     --------
       Pro-forma net income                                        $   24,780       19,687          73,551       56,902
                                                                     ========     ========       =========     ========

       Basic Earnings per Share
         As Reported                                                      .78          .82            2.33         2.48
         Pro-forma                                                        .76          .78            2.24         2.38
       Diluted Earnings Per Share
         As Reported                                                      .77          .79            2.27         2.42
         Pro-forma                                                        .76          .78            2.24         2.38
                                                                          ===          ===            ====         ====
</TABLE>

(9) POST-RETIREMENT PLANS

     The Bank sponsors a supplemental executive retirement plan ("SERP") for the
purpose of providing certain retirement benefits to executive officers and other
corporate  officers  approved by the Board of Directors.  The Bank also provides
employees and directors post retirement medical benefits.  The components of the
net periodic benefit cost of post-retirement plans are as follows:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED SEPTEMBER 30,              NINE MONTHS ENDED SEPTEMBER 30,
                                      --------------------------------------       -------------------------------------
                                                               RETIREMENT                                   RETIREMENT
                                           SERP             MEDICAL BENEFITS            SERP            MEDICAL BENEFITS
                                      ---------------       ----------------       ---------------      ----------------
                                      2004       2003       2004        2003       2004       2003      2004        2003
                                      ----       ----       ----        ----       ----       ----      ----        ----
                                                                      (Dollars in thousands)
<S>                                <C>          <C>        <C>         <C>       <C>         <C>        <C>       <C>
Service cost                       $   168        139         25          16        504        417         75        48
Interest cost                           77         64         25          17        231        192         75        51
Amortization of unrecognized
  net transition obligation              -          -          2           2          -          -          6         6
Unrecognized net loss                    -          -          6           5          -          -         18        13
                                     -----      -----      -----       -----      -----      -----      -----     -----
Net periodic benefit cost          $   245        203         58          40        735        609        174       118
                                     =====      =====      =====       =====      =====      =====      =====     =====
</TABLE>

(10) NEW ACCOUNTING PRONOUNCEMENTS

     In December 2003, the American  Institute of Certified  Public  Accountants
("AICPA") released Statement of Position 03-3,  "Accounting for Certain Loans or
Debt  Securities  Acquired  in a  Transfer"  ("SOP  03-3").  SOP 03-3  addresses
accounting  for  differences  between  contractual  cash  flows  and cash  flows
expected to be collected from an investors  initial  investment in loans or debt
securities  acquired  in a transfer if those  differences  are  attributable  to
credit  quality.  SOP 03-3 is  effective  for loans  acquired  in  fiscal  years
beginning after December 15, 2004. Adoption of this Statement is not expected to
have a material impact on the Company's consolidated financial statements.

     In  March  2004,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin  No.  105  ("SAB  No.  105"),  "Application  of  Accounting
Principles  to Loan  Commitments."  SAB 105 prohibits the


                                       12
<PAGE>



                       MAF BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Three and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)


inclusion of estimated servicing cash flows and internally-developed  intangible
assets within the valuation of interest rate lock commitments under Statement of
Financial  Accounting Standard No. 133. SAB No. 105 is effective for disclosures
and interest  rate lock  commitments  initiated  after March 31, 2004.  The Bank
adopted SAB 105 effective April 1, 2004 and the adoption did not have a material
impact on the financial statements for the three and nine months ended September
30,  2004.  The  adoption  will not affect  the  ongoing  economic  value of the
business.  The Bank previously included a portion of the value of the associated
servicing cash flows when recognizing saleable loan commitments at inception and
throughout their life.

     In March 2004,  the FASB reached a consensus on EITF 03-1,  "The Meaning of
Other-Than-Temporary  Impairment  and Its  Application  to Certain  Investments"
("EITF 03-1"). EITF 03-1 provides guidance for determining when an investment is
impaired  and whether the  impairment  is other than  temporary.  EITF 03-1 also
incorporates into its consensus the required disclosures about unrealized losses
on  investments  announced  by the EITF in late  2003  and  adds new  disclosure
requirements   relating  to   cost-method   investments.   The  new   disclosure
requirements  are effective for annual  reporting  periods ending after June 15,
2004 and the new  impairment  accounting  guidance was to become  effective  for
reporting  periods  beginning  after June 15, 2004. In September  2004, the FASB
delayed the  effective  date of EITF 03-1 for  measurement  and  recognition  of
impairment losses until implementation  guidance is issued. We do not expect the
adoption of the  impairment  guidance  contained in EITF 03-1 to have a material
impact on our financial position or results of operations.


                                       13
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     This report, in Item 2. "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere contains,  and other periodic
reports  and  press  releases  of  the  Company  may  contain,   forward-looking
statements (within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as amended),  which  involve  significant  risks and  uncertainties.  The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for  forward-looking  statements  contained in the Private Securities
Litigation  Reform Act of 1995,  and is including this statement for purposes of
invoking these safe harbor provisions.  These forward-looking statements,  which
are based on certain  assumptions  and describe  future  plans,  strategies  and
expectations  of the Company,  are  generally  identifiable  by use of the words
"believe," "expect," "intend,"  "anticipate,"  "estimate," "project," "plan," or
similar  expressions.  The  Company's  ability to predict  results or the actual
effect of future plans or strategies is inherently  uncertain and actual results
may differ from those predicted.  The Company undertakes no obligation to update
these  forward-looking  statements  in the  future.  Factors  which could have a
material adverse effect on operations and could affect  management's  outlook or
future  prospects  of the  Company  and its  subsidiaries  include,  but are not
limited to, higher than expected overhead,  infrastructure and compliance costs,
difficulties  implementing  the Company's  business  model in the Milwaukee area
markets,  unanticipated  changes in interest rates or further  flattening of the
yield  curve,  less than  anticipated  balance  sheet  growth,  demand  for loan
products, unanticipated changes in secondary mortgage market conditions, deposit
flows,   competition,   adverse  federal  or  state  legislative  or  regulatory
developments,  monetary and fiscal  policies of the U.S.  Government,  including
policies of the U.S.  Treasury and Federal  Reserve Board,  higher than expected
costs  or  unanticipated   difficulties   associated  with  the  integration  of
Chesterfield  Financial Corp.  ("Chesterfield") into the Company,  deteriorating
economic  conditions  which  could  result  in  increased  delinquencies  in the
Company's  loan  portfolio,  the quality or composition of the Company's loan or
investment portfolios, demand for financial services and residential real estate
in the Company's market area,  unanticipated  slowdowns in real estate lot sales
or problems in closing  pending  real  estate  contracts,  delays in real estate
development projects, the possible short-term dilutive effect of other potential
acquisitions,  if any,  and  changes  in  accounting  principles,  policies  and
guidelines.  These risks and  uncertainties  should be  considered in evaluating
forward-looking  statements  and  undue  reliance  should  not be placed on such
statements.

GENERAL

     MAF Bancorp, Inc. ("Company"),  incorporated under the laws of the state of
Delaware,  is a registered savings and loan holding company. The Company engages
in banking  activities  through its subsidiary,  Mid America Bank, fsb ("Bank"),
and  residential   land  development   business  through  its  subsidiary,   MAF
Developments, Inc. ("MAFD").

     The Bank offers various  financial  services to retail and business banking
customers  through  a  network  of 72  branches  in  Illinois  and  southeastern
Wisconsin.  As of November 1, 2004,  the  Illinois  franchise is comprised of 49
branches in the Chicago metropolitan area, including 16 locations in the City of
Chicago, a strong presence in suburban western Cook County and DuPage County, an
increasing penetration of the rapidly-growing Will and Kane Counties, as well as
a presence in the north and southwest suburbs of Chicago. In Wisconsin, the Bank
serves  communities in Milwaukee and Waukesha  Counties and portions of Ozaukee,
Washington and Walworth  Counties  through 23 retail  branches under the name of
St.  Francis Bank, a division of Mid America Bank,  fsb. The Bank  currently has
plans to open four de novo  branches  during 2005 as it  continues to expand its
presence in the Chicago and Milwaukee  metropolitan  areas. The Bank's principal
lending activity has traditionally been one-to four-family residential loans. In
2001, the Bank formed a commercial


                                       14
<PAGE>


business lending unit to target lending and deposit  relationships with small to
medium sized  businesses in its primary market areas.  To an increasing  extent,
the Bank also makes multi-family mortgage,  commercial real estate,  commercial,
residential  construction,  land  acquisition  and  development and a variety of
consumer loans. The 2003  acquisitions of Fidelity Bancorp  ("Fidelity") and St.
Francis Capital Corporation ("St. Francis"),  in particular,  have significantly
changed  the  asset  mix and  expanded  the  lending  focus of the  Bank.  These
acquisitions  added a large  amount of  multi-family,  commercial  real  estate,
construction,  land loans and commercial  business loans, and a lesser amount of
one- to four-family loans to the Bank's portfolio.  Through various wholly-owned
subsidiaries,  the Bank offers insurance services and investment services to the
Bank's loan  customers.  The Bank also operates a captive  reinsurance  company,
which  shares in a portion of mortgage  insurance  premiums  received by certain
mortgage insurance  companies on the Bank's mortgage loan originations in return
for assuming some of the risk of loss.

     Effective October 31, 2004, the Company completed its previously  announced
acquisition  of   Chesterfield   Financial   Corp.   ("Chesterfield").   In  the
transaction,  each  share  of  Chesterfield  Financial  common  stock  has  been
converted  into the right to receive  $20.48 and  0.2536  shares of MAF  Bancorp
common stock. The aggregate value of the  transaction,  including stock options,
totaled  approximately $128.5 million,  represented by $85.8 million in cash and
approximately  983,000  shares  of MAF  Bancorp  common  stock.  As  part of the
transaction,  Chesterfield  Federal Savings and Loan  Association of Chicago,  a
wholly-owned  subsidiary  of  Chesterfield  Financial,  has been merged into Mid
America Bank, a wholly-owned  subsidiary of MAF Bancorp. The merger provides the
Bank with three additional locations,  in the Beverly neighborhood of Chicago as
well as in suburban Palos Hills and Frankfort, Illinois.

     As it has in recent  years,  the Company  expects to continue to search for
and evaluate  potential  acquisition  opportunities that could enhance franchise
value and may  periodically  be presented  with  opportunities  to acquire other
institutions,  branches or deposits  in the  Chicago or  Milwaukee  metropolitan
areas or which allow the Company to expand  outside its current  primary  market
areas.  Management intends to review acquisition  opportunities across a variety
of parameters, including the potential impact on its financial condition as well
as its  financial  performance  in the  future.  It is  anticipated  that future
acquisitions,  if any,  will  likely be valued at a premium to book  value,  and
generally at a premium to current market value. As such, management  anticipates
that  acquisitions  made by the Company could involve some short-term book value
per share dilution and may involve earnings per share dilution  depending on the
Company's  timing and  success  in  integrating  the  operations  of  businesses
acquired  and the level of cost  savings  and revenue  enhancements  that may be
achieved.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management's  discussion and analysis of financial condition and results of
operations of the Company is based upon its consolidated  financial  statements,
which have been  prepared in conformity  with  accounting  principles  generally
accepted in the United States of America, and are more fully described in Note 1
of the  consolidated  financial  statements found in the Company's Form 10-K for
the fiscal year ended  December 31, 2003 in "Item 8.  Financial  Statements  and
Supplementary Data." The preparation of these consolidated  financial statements
requires that management make estimates and assumptions that affect the reported
amounts  of  assets,  liabilities,  income  and  expense,  as  well  as  related
disclosures  of  contingencies.  Management's  judgment  is based on  historical
experience,  terms of existing  contracts,  market trends, and other information
available to management. The Company believes that of its significant accounting
policies, the following involve a higher degree of judgment and complexity.

     Allowance for loan losses.  The  allowance  for loan losses is  established
through a  provision  for loan  losses to  provide a reserve  against  estimated
losses in the Bank's loans receivable  portfolio.  The allowance for loan losses
reflects  management's  estimate of adequate  reserves to cover probable  losses
inherent  in the Bank's  loan  portfolio.  In  evaluating  the  adequacy  of the
allowance

                                       15
<PAGE>


for  loan  losses  and  determining  the  related  provision  for  loan  losses,
management  considers  portfolio  concentrations  and  changes in the mix of the
overall  portfolio by applying  certain loss factors to different  categories of
loans and allocates  specific reserves for certain  non-performing  loans to the
extent less than full collectibility of the loan balance is considered probable.
In establishing the loss factors,  management considers: (1) subjective factors,
including local and general economic business factors and trends, and changes in
the size and/or  general terms of loans in the portfolio,  (2)  historical  loss
experience,  and  (3)  delinquency  in the  portfolio  and  the  composition  of
non-performing  loans,  including  the  percent  of  non-performing  loans  with
supplemental  mortgage  insurance.  An  unallocated  reserve  is  maintained  as
considered  appropriate to recognize the imprecision of measuring and estimating
loss when evaluating reserves for individual loans or categories of loans.

     Valuation of mortgage  servicing rights. The Bank capitalizes the estimated
value of mortgage  servicing rights upon the sale of loans. The Bank's estimated
value  takes  into  consideration  contractually  known  amounts,  such  as loan
balance,  term,  contract rate, and whether the customer  escrows funds with the
Bank for the payment of taxes and  insurance.  These  estimates  are impacted by
loan prepayment  speeds,  earnings on escrow funds, as well as the discount rate
used to present value the cash flow stream.  Subsequent to the  establishment of
this asset,  management reviews the fair value of mortgage servicing rights on a
quarterly  basis using  current  prepayment  speed,  cash flow and discount rate
estimates.  Changes in these estimates  impact fair value, and could require the
Bank to record a valuation allowance or recovery. A recovery of $1.8 million was
recorded  in the first nine  months of 2004  compared  to a  $940,000  valuation
allowance  recorded  in the prior  year  period.  Should  estimates  assumed  by
management regarding future prepayment speeds on the underlying loans supporting
the  mortgage  servicing  rights  prove to be  incorrect,  additional  valuation
allowances may be necessary,  or conversely,  the remaining  $488,000  valuation
allowance  could be recovered if changing  estimates  increase the fair value of
mortgage servicing rights.

     Real estate held for  development.  Profits from lot sales in the Company's
real estate  developments  are based on cash received less the estimated cost of
sales per lot in the development, including capitalized interest and an estimate
of projected costs to be incurred in the future. The estimate of future costs is
subject to change and is reviewed on a quarterly basis. Estimates are subject to
change for various reasons,  including changes in the estimated  duration of the
project,  changes in rules or requirements of the communities where the projects
reside, soil and weather  conditions,  increased project budgets, as well as the
general  level of  inflation.  For  those  real  estate  developments  that have
produced lot sales,  changes in estimated  future  costs are  recognized  in the
period of that  change as either a charge  or an  addition  to income  from real
estate  operations.  Additionally,  management  periodically  evaluates  the net
realizable value from each project by considering other factors, such as pace of
lot absorption,  sources of funding and timing of  disbursements,  in evaluating
the net realizable  value of a development at the end of a reporting  period.  A
charge to current earnings would occur if this evaluation  indicated a project's
net  realizable  value did not  exceed its  recorded  cost.  Currently,  the net
realizable  value of each land  development  project  the  Company is engaged in
exceeds the recorded cost of the project.


                                       16
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2004 AND 2003

OVERVIEW

     The following table highlights results of operations of the Company and its
subsidiaries for the three and nine months ended September 30, 2004 and 2003.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                             --------------------------------   -------------------------------
                                                  2004              2003             2004              2003
                                             -------------      -------------   --------------     ------------
                                                       (Dollars in thousands, except per share data)
        <S>                                  <C>                <C>             <C>                <C>

        Net income                           $     25,586            20,506          76,350             59,333
        Diluted earnings per share                    .77               .79            2.27               2.42
        Average diluted shares
            outstanding                        33,369,209        25,824,670      33,621,674         24,511,581
        Interest rate spread                         2.80%             2.67            2.85               2.63
        Net interest margin                          3.00              2.92            3.05               2.92
        Average assets                       $  9,310,751         6,554,049       9,162,628          6,151,169
        Average interest-earning assets         8,593,867         6,141,847       8,466,420          5,782,512
        Average loans                           6,798,504         5,049,184       6,641,028          4,697,927
        Average deposits                        5,202,504         3,846,976       5,186,117          3,613,130
        Return on average assets(1)                  1.10%             1.25            1.11               1.29
        Return on average equity(1)                 11.24             13.74           11.17              14.55
        Efficiency ratio(2)                         54.10             46.83           55.13              46.67
        Loan originations                    $    972,886         1,585,506       3,169,547          4,033,727
        Loan sales                                313,029           475,032         704,002          1,354,008
        Gain on sale of loans                       2,978             7,138           6,434             22,940
                                               ==========        ==========      ==========         ==========
<FN>
-------------------
(1)  Annualized.
(2)  The efficiency ratio is calculated by dividing non-interest expense by the
     sum of net interest income and non-interest income, excluding net gain/
     (loss) on sale and writedown of mortgage-backed and investment securities.
</FN>
</TABLE>

o    Results for the 2004  periods  reflect the  completion  of the St.  Francis
     merger in December  2003 and the  Fidelity  merger in July 2003.  While net
     income increased compared to the prior year periods, earnings per share for
     the 2004 periods was  impacted by  approximately  10.3  million  additional
     average shares outstanding compared to the comparable 2003 periods as a
     result of the 2003 mergers.

o    Growth in the  Company's  balance  sheet during  2004,  and in net interest
     income as a result,  has been less than  originally  projected for the year
     due to declining mortgage loan volume. Loan originations were $3.17 billion
     for the nine months ended  September 30, 2004 compared to $4.03 billion for
     the  prior  year  period  due to the  decrease  in  mortgage  loan  demand,
     particularly  refinance  activity which comprised a significant  portion of
     loan volume in 2003 and the beginning of 2004.

o    Profits on loan sales for the three and nine  months  ended  September  30,
     2004 have  declined  significantly  compared  to the prior  year due to the
     decrease in loan  origination  volume as well as the lower  profit  margins
     largely due to the increased portion of adjustable rate loans in the mix of
     loans sold.  The  decrease in mortgage  banking  income has been  partially
     offset by higher loan servicing fee income.

o    The  Company's  efficiency  ratio  was  55.1%  for  the  nine-months  ended
     September  30, 2004  compared to 46.7% for the prior year period  primarily
     due to increased costs related to the Company's market expansion and growth
     year  over  year  and  the  added   cost  of   management   personnel   and
     infrastructure  needed  to  facilitate  this  growth  and  to  address  the
     increased compliance burden under new regulations. The Company's efficiency
     ratio has also been impacted in 2004 by decreased  non-interest income as a
     percentage  of total  income,  primarily  due to lower  loan sale gains and
     delays  in  real  estate  development  projects.  With  completion  of  the
     integration of the St. Francis  operations,  management expects improvement
     in the efficiency ratio for 2005.


                                       17
<PAGE>


o    The expansion of the spread and net interest margin are attributable to the
     low interest rate environment and positive slope of the U.S. Treasury yield
     curve  present  during  most of the  past  twelve  months,  growth  in core
     deposits  and the  impact  of  lower  cost  funding  from  the St.  Francis
     acquisition,  as well as a shift  in the mix of the loan  portfolio  toward
     higher-yielding  consumer loans and business  banking loans, due in part to
     the impact of the acquisitions.

o    The  Company  currently  expects  earnings  per share for 2004 to be in the
     range of $3.05 to $3.10 per  diluted  share with  income  from real  estate
     operations  estimated to be in the range of $1.0-1.5 million for the fourth
     quarter  of  2004,  with no  income  being  generated  this  year  from the
     Company's Springbank development.

NET INTEREST INCOME AND NET INTEREST MARGIN

     Net interest  income  increased to $64.2 million for the three months ended
September 30, 2004,  from $44.9 million for the three months ended September 30,
2003.  The increase is primarily due to a 39.9%  increase,  of $2.0 billion,  in
interest-earning  assets  primarily  due to the  acquisition  of St.  Francis in
December  2003.  In  addition,  both the  Bank's  interest  rate  spread and net
interest  margin improved during the third quarter of 2004 compared to the prior
year,  primarily due to lower U.S.  Treasury rates that have allowed the Bank to
reduce its cost of funds  faster than the  decline in yield on  interest-earning
assets.  The Bank's  interest rate spread improved to 2.80% compared to 2.67% in
the prior year quarter,  while the net interest margin improved to 3.00% for the
quarter compared to 2.92% the previous year quarter.

     The  average  yield on  interest-earning  assets  declined to 4.90% for the
three months ended  September 30, 2004,  from 5.08% for the  three-month  period
ended September 30, 2003. This decline is primarily attributable to a decline in
the yield on loans receivable, as declining long-term Treasury rates led to high
levels of prepayments of higher  yielding loans during most of 2003. Most of the
loans added to the  portfolio  over the last 12 months have initial  rates below
the overall portfolio yield.  Average balances of loans for the third quarter of
2004 increased $1.75 billion  compared to the third quarter of 2003. Most of the
growth is due to the Bank's  acquisitions.  The  remainder  of the growth in the
Bank's loan portfolio has come from  increased  balances in home equity lines of
credit  which are  monthly  floating  rate  loans  based on the Prime  rate.  At
September 30, 2004, the Bank has approximately  $1.4 billion and $281 million in
loans tied to the Prime rate and 3-month LIBOR, respectively.  As interest rates
have begun to rise from the record lows of 2003,  and the Federal Funds rate has
been  increased by .75% to 1.75% (which has led to an increase in the Prime rate
from 4.00% to 4.75%) in 2004,  management  expects the yield on loans receivable
to trend higher over the next few quarters.

     Offsetting  the decline in the yield on loans  receivable  are increases in
the yields on mortgage-backed  securities,  investment securities,  and stock in
the FHLB of  Chicago.  The  average  balances  in these  three  portfolios  grew
primarily due to the 2003 acquisitions.  The yield on mortgage-backed securities
improved to 3.99% for the 2004 quarter due to slightly higher long-term interest
rates than for the same period in 2003.  Lower rates in 2003  spurred  excessive
prepayment  speeds,  which  dramatically  lowered the yield on this portfolio to
2.90% for the prior period quarter.  The yield on investment  securities rose to
3.70% for the 2004 quarter,  compared to 3.38% for the 2003 quarter. The average
yield improved due to trending  higher  interest  rates, as the duration in this
portfolio is shorter than the other  interest-sensitive  asset  portfolios.  The
Bank's average investment in FHLB of Chicago stock was $98 million higher during
the current quarter than the year ago quarter. During the third quarter of 2004,
the Bank redeemed $45 million in stock which impacted net interest margin as the
proceeds from the stock  redemptions  were being  reinvested  in lower  yielding
assets. The current dividend rate on FHLB stock is 6%.

     The cost of interest-bearing  liabilities  decreased to 2.10% for the three
months ended  September 30, 2004 from 2.41% for the three months ended September
30, 2003.  The average rate paid on both  deposits and borrowed  funds have been
positively  impacted by continued low short-term

                                       18


<PAGE>

interest  rates,  as well as the lower  cost  funding  added in the St.  Francis
merger. The low short-term interest rate environment over the last 12 months has
allowed the Bank to reprice higher-cost maturing certificates of deposits and to
reduce the amounts paid on passbook and money  market  accounts  relative to the
prior year.  These  actions,  together with an increase in core  deposits,  have
reduced the Bank's cost of deposits to an average of 1.44% for the three  months
ended  September  30,  2004  compared  to 1.50% for the third  quarter  of 2003.
Similarly,  the 113 basis point  reduction in the cost of borrowed funds was due
to the impact of the St.  Francis  merger and  maturities of higher cost FHLB of
Chicago  advances being offset by lower cost fixed rate  borrowings,  as well as
adjustable  rate  borrowings  indexed to LIBOR and the Prime rate.  The Bank has
increased  its use of  shorter-term  borrowings  in its  funding  mix due to the
increase in floating  rate loans,  primarily in the form of home equity lines of
credit and business lines of credit.

     Net interest  income  increased to $193.8 million for the nine months ended
September 30, 2004,  from $126.5 million for the nine months ended September 30,
2003.  The  increase  is due to the 46%  increase  in  interest-earning  assets,
primarily due to the Bank's acquisitions in 2003. In addition, the Bank's spread
and net interest  margin each  increased  during the 2004  nine-month  period to
2.85%  and  3.05%,  respectively,  from  2.63%  and  2.92%  for the  prior  year
nine-month period.

     The average  yield on interest  earning  assets  decreased to 4.89% for the
nine months ended  September  30, 2004 from 5.29% for the 2003  period.  The low
interest rate  environment  experienced  throughout  2003 led to a high level of
prepayments in the Bank's loan and  mortgage-backed  securities  portfolios,  as
well as call options being  exercised in its investment  portfolio.  In the loan
portfolio,  the higher level of prepayments and recent declines in mortgage loan
volume negatively  impacted the Bank's growth in average loans  receivable.  For
the nine months ended  September  30, 2004,  the $1.9 billion  increase in loans
receivable  is  primarily  due to the  Bank's  acquisitions.  The  yield  on the
portfolio decreased to 5.08% for 2004 compared to 5.66% for 2003.

     Yields  on  mortgage-backed  securities  improved  to  3.83%  for the  2004
nine-month  period,  compared  to 3.53%  for the 2003  period.  Average  balance
increased $550 million,  primarily due to the  acquisition of St.  Francis,  and
management's  strategy of trying to maintain the  portfolios  size,  rather than
increase  it during a period  of low  interest  rates.  This is  similar  to the
approach in the investment portfolio.  The large increase in the average balance
of stock in the FHLB of Chicago was due to the  acquisitions in 2003,  while the
yield increase in 2004 was specifically due to the higher declared dividend rate
of the FHLB of Chicago.  The Bank plans to continue to  systematically  redeem a
portion of its FHLB stock investment over the next six months in order to reduce
its investment concentration.

     The cost of interest bearing liabilities  declined 62 basis points to 2.04%
for the nine months ended  September  30,  2004,  compared to 2.66% for the 2003
period,  as lower  interest  rates led management to lower its cost of repricing
certificates  of deposit,  and  decrease  the rate  offered on its core  deposit
accounts  when  compared  to rates  offered in 2003.  However,  with the rise in
short-term  interest  rates  witnessed  recently,  the Bank  expects its cost of
deposits to begin to increase in the near future,  as it is  currently  offering
certificates   of  deposit  at  higher  rates  than  earlier  in  2004,  and  is
experiencing  an increase in its cost of money market and checking  accounts due
to the rise in short-term  interest rates and  competition for those accounts in
the local marketplace.

     The cost of borrowed funds  decreased 142 basis points due to maturities of
high cost fixed-rate advances being refinanced into lower cost borrowings due to
falling  interest  rates in 2004,  as well as a  shortening  of  duration in the
portfolio, due primarily to the use of Prime and LIBOR-based borrowings,  as the
Bank has increased the amount of floating rate loans in its portfolio.


                                       19


<PAGE>


AVERAGE BALANCES/RATES

     The following  table  reflects the average yield on assets and average cost
of liabilities for the periods  indicated.  Average yields and costs are derived
by dividing  income or expense by the average  balance of assets or liabilities,
respectively,  for the periods shown.  Average balances are derived from average
daily balances.  All yields/costs include fees which are considered  adjustments
to yield.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED SEPTEMBER 30,
                                      -----------------------------------------------------------------------
                                                      2004                                  2003
                                      ----------------------------------  -----------------------------------
                                                                AVERAGE                               AVERAGE
                                        AVERAGE                 YIELD/        AVERAGE                  YIELD/
                                        BALANCE     INTEREST     COST         BALANCE     INTEREST      COST
                                        -------     --------    ------        -------     --------    --------
                                                                (Dollars in thousands)
<S>                                 <C>           <C>           <C>         <C>           <C>         <C>
ASSETS:
Interest-earning assets:
Loans receivable                    $ 6,798,504       86,135     5.06%      $ 5,049,184     67,922      5.38%
Mortgage-backed securities              986,290        9,829     3.99           436,232      3,158      2.90
Investment securities                   345,294        3,221     3.70           277,147      2,360      3.38
Stock in FHLB of Chicago                349,081        5,690     6.47           251,057      3,850      6.08
Interest-bearing deposits                62,282          415     2.64            79,836        452      2.25
Federal funds sold                       52,416          349     2.64            48,391        418      3.43
                                     ----------     --------                 ----------    -------
  Total interest-earning assets       8,593,867      105,639     4.90         6,141,847     78,160      5.08
Non-interest earning assets             716,884                                 412,202
                                     ----------                              ----------
  Total assets                      $ 9,310,751                             $ 6,554,049
                                     ==========                              ==========

LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
Deposits                              5,202,504       18,908     1.44         3,846,976     14,510      1.50
Borrowed funds                        2,558,156       22,172     3.44         1,623,479     18,742      4.58
                                     ----------     --------                 ----------    -------
  Total interest-bearing
     liabilities                      7,760,660       41,080     2.10         5,470,455     33,252      2.41
                                     ----------     --------                 ----------    -------
Non-interest bearing deposits           474,159                                 350,277
Other liabilities                       165,144                                 136,422
                                     ----------                              ----------
  Total liabilities                   8,399,963                               5,957,154
Stockholders' equity                    910,788                                 596,895
                                     ----------                              ----------
  Liabilities and
     stockholders' equity           $ 9,310,751                             $ 6,554,049
                                     ==========                              ==========
Net interest income/
  interest rate spread                              $ 64,559     2.80%                    $ 44,908      2.67%
                                                     =======   ======                      =======     =====
Net earning assets/
  net yield on average
  interest-earning assets           $   833,207                  3.00%      $   671,392                 2.92%
                                     ==========                ======        ==========                =====
Ratio of interest-earning
   assets to interest-bearing
   liabilities                                                 110.74%                                112.27%
                                                               ======                                 ======
</TABLE>

<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                      -------------------------------------------------------------------------          AT
                                                      2004                                  2003                  SEPT. 30, 2004
                                      -----------------------------------  ------------------------------------ -------------------
                                                                AVERAGE                                AVERAGE
                                        AVERAGE                 YIELD/         AVERAGE                 YIELD/              YIELD/
                                        BALANCE     INTEREST     COST          BALANCE     INTEREST     COST      BALANCE  COST
                                        -------     -------    --------        -------     -------    --------    ------  ------
                                                                         (Dollars in thousands)
<S>                                  <C>            <C>         <C>          <C>          <C>          <C>    <C>          <C>
ASSETS:
Interest-earning assets:
Loans receivable                    $ 6,641,028      253,045     5.08%      $ 4,697,927    199,211      5.66% $ 6,805,206   5.12%
Mortgage-backed securities              992,623       28,550     3.83           355,655      9,415      3.53    1,019,260   4.05
Investment securities                   352,768        9,610     3.63           290,478      7,986      3.68      345,713   3.64
Stock in FHLB of Chicago                373,810       17,727     6.41           216,572      9,066      5.66      321,681   6.00
Interest-bearing deposits                62,993        1,196     2.53           102,945      1,510      1.96       67,614   1.59
Federal funds sold                       43,198          896     2.76           118,935      1,923      2.16       42,767   1.57
                                     ----------     --------                 ----------    -------             ----------
  Total interest-earning assets       8,466,420      311,024     4.89         5,782,512    229,111      5.29    8,602,241   4.92
Non-interest earning assets             696,208                                 368,657                           718,573
                                     ----------                              ----------                        ----------
  Total assets                      $ 9,162,628                             $ 6,151,169                       $ 9,320,814
                                     ==========                              ==========                        ==========

LIABILITIES AND
  STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
Deposits                              5,186,117       53,514     1.37         3,613,130     46,327      1.71    5,157,004   1.47
Borrowed funds                        2,460,283       63,752     3.45         1,543,079     56,258      4.87    2,559,229   3.51
                                     ----------     --------                 ----------    -------             ----------
  Total interest-bearing
     liabilities                      7,646,400      117,266     2.04         5,156,209    102,585      2.66    7,716,233   2.15
                                     ----------     --------                 ----------    -------             ----------
Non-interest bearing deposits           456,185                                 316,131                           483,227
Other liabilities                       149,062                                 135,134                           187,409
                                     ----------                              ----------                        ----------
  Total liabilities                   8,251,647                               5,607,474                         8,386,869
Stockholders' equity                    910,981                                 543,695                           933,945
                                     ----------                              ----------                        ----------
  Liabilities and
     stockholders' equity           $ 9,162,628                             $ 6,151,169                       $ 9,320,814
                                     ==========                              ==========                        ==========
Net interest income/
  interest rate spread                             $ 193,758     2.85%                    $126,526      2.63%               2.78%
                                                    ========    =====                     ========     =====               =====
Net earning assets/
  net yield on average
  interest-earning assets                          $ 820,020     3.05%      $   626,303                 2.92% $   886,008    N/A
                                                    ========    =====        ==========                =====   ==========  =====
Ratio of interest-earning
   assets to interest-bearing
   liabilities                                                 110.72%                                112.15%             118.48%
                                                               ======                                 ======              ======
</TABLE>

                                       20


<PAGE>


RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

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

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                        NINE MONTHS ENDED
                                               SEPTEMBER 30, 2004                       SEPTEMBER 30, 2004
                                                   COMPARED TO                              COMPARED TO
                                               SEPTEMBER 30, 2003                       SEPTEMBER 30, 2003
                                               INCREASE (DECREASE)                      INCREASE (DECREASE)
                                        ---------------------------------          ----------------------------
                                          VOLUME        RATE      NET               VOLUME     RATE       NET
                                        ----------    --------  --------           --------  --------   -------
                                                                  (Dollars in thousands)
     <S>                                <C>           <C>       <C>               <C>        <C>        <C>
     INTEREST-EARNING ASSETS:
     Loans receivable                   $   22,458     (4,245)   18,213             75,765    (21,931)   53,834
     Mortgage-backed securities              5,137      1,534     6,671             18,253        882    19,135
     Investment securities                     620        241       861              1,726       (102)    1,624
     Stock in FHLB of Chicago                1,585        255     1,840              7,321      1,340     8,661
     Interest-bearing deposits                (109)        72       (37)              (682)       368      (314)
     Federal funds sold                         32       (101)      (69)            (1,461)       434    (1,027)
                                          --------   --------  --------            -------    -------   -------
     Total                                  29,723     (2,244)   27,479            100,922    (19,009)   81,913
                                          --------   --------  --------            -------    -------   -------

     INTEREST-BEARING LIABILITIES:
     Deposits                                4,936       (538)    4,398             17,591    (10,404)    7,187
     Borrowed funds                          8,860     (5,430)    3,430             27,111    (19,617)    7,494
                                          --------   --------  --------            -------    -------   -------
     Total                                  13,796     (5,968)    7,828             44,702    (30,021)   14,681
                                          --------   --------  --------            -------    -------   -------
     Net change in net interest income  $   15,927      3,724    19,651             56,220     11,012    67,232
                                          ========   ========  ========            =======    =======   =======
</TABLE>

PROVISION FOR LOAN LOSSES

     The Bank  recorded  $350,000 in provision  for loan losses during the third
quarter of 2004  compared to no provision in the prior year third  quarter.  Net
charge-offs for the three months ended September 30, 2004 were $135,000 compared
to $18,000 for the three months ended September 30, 2003. At September 30, 2004,
the Bank's  allowance for loan losses was $34.9  million,  which equaled .52% of
total loans receivable, compared to $34.6 million, or .54% at December 31, 2003,
and $21.4 million or .43% at September 30, 2003.  The Bank recorded  $930,000 in
provision  for loan  losses  during the nine  months  ended  September  30, 2004
compared to no provision in the prior year  nine-month  period.  The  provisions
recorded  in 2004  were  primarily  due to the  change  in the mix of loans as a
percentage of total loans and non-performing loans, as well as chargeoffs during
the year.

NON-INTEREST INCOME

     Non-interest  income  increased $2.5 million,  or 14.6% to $19.5 million in
the third  quarter of 2004,  compared to $17.0  million  for the  quarter  ended
September  30,  2003,  due  to  increased   mortgage-servicing  related  income,
additional income from a $15 million investment in bank owned life insurance, as
well as higher volume of deposit account service  charges,  offset by lower loan
sale gains and income from real estate  operations.  Last  year's  results  were
highlighted  by  significant  loan sale gains  reflecting  high loan sale volume
occurring  during a declining  interest  rate  environment,  offset by high loan
servicing  amortization  expenses  and a write down of an  investment  security.
Non-interest  income  totaled $59.0 million for the nine months ended  September
30, 2004,  or 18.0% more than the $50.0  million for the  previous  year period.
Gains on the sale of  mortgage-backed  securities  were $489,000 for the current
nine-month  period  compared  to $6.0  million  for the prior year  period.  The
current year period  included net gains on the sale of investment  securities of
$2.8  million  compared  to $6.9  million  of losses  from  sales and other than
temporary write-downs of investment securities in the prior year period.

                                       21

<PAGE>

LOAN SALES AND SERVICING

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                        SEPTEMBER 30,                          SEPTEMBER 30,
                                                 ----------------------------           ---------------------------
                                                      2004           2003                   2004           2003
                                                 -------------   ------------           ------------   ------------
                                                                         (Dollars in thousands)
       <S>                                       <C>             <C>                    <C>             <C>
       Fixed-rate loans sold                     $    158,562         434,925               495,300       1,313,901
       Adjustable rate loans sold                     154,467          40,107               208,702          40,107
                                                  -----------     -----------           -----------    ------------
       Total loans sold                          $    313,029         475,032               704,002       1,354,008
                                                  ===========     ===========           ===========    ============

       Loan sale gains                           $      2,978           7,138                 6,434          22,940
       Margin on loan sales                                95bp           150                    91             169
       Loan servicing fee income (expense)       $        584          (2,640)                  710          (6,056)
       Valuation recovery (allowance) on
           mortgage servicing rights                        -               -                 1,755            (940)
</TABLE>

     A  decline  in  overall  loan  origination  volume  due to a  reduction  in
refinance activity, as well as a consumer shift toward adjustable-rate  mortgage
loans led to a reduced  volume of loans sold and lower loan sale profits for the
three and nine months  ended  September  30, 2004  compared to the same  periods
ended September 30, 2003.  Additionally,  the mix of loans sold has moved toward
hybrid 3/1 and 5/1 ARM loans,  as these are being  originated in the market at a
larger  percentage  than in 2003.  The margin on ARM loan sales tend to be lower
than on long term fixed-rate loans. As such, profits on loan sales have declined
at a higher rate than the  reduction in loan sale  volumes.  Management  expects
this trend to continue into 2005.

     Slower  prepayments in 2004 has resulted in less  amortization  of mortgage
servicing  rights,  which lead to an  increase in loan  servicing  fee income to
$584,000  for the current  quarter  compared  to expense of $2.6  million in the
prior year  quarter and  $710,000 of income  compared to $6.1 million of expense
for the nine months ended September 2004 and 2003, respectively.

     Slower  expected  prepayments  also  led  to a  $1.8  million  recovery  of
valuation  reserves on servicing  rights for the nine months ended September 30,
2004  compared  to a $940,000  valuation  allowance  for the nine  months  ended
September 30, 2003.

DEPOSIT ACCOUNT SERVICE CHARGES

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                         SEPTEMBER 30,                         SEPTEMBER 30,
                                                 ----------------------------           ---------------------------
                                                      2004           2003                   2004           2003
                                                 -------------   ------------           ------------   ------------
                                                                         (Dollars in thousands)
       <S>                                       <C>             <C>                    <C>            <C>
       Service charges                           $      8,848           6,051            $   25,425          17,450
</TABLE>

<TABLE>
<CAPTION>
                                                                                 AT
                                                --------------------------------------------------------------------------
                                                SEPTEMBER 30, 2004        DECEMBER 31, 2003             SEPTEMBER 30, 2003
                                                ------------------        -----------------             ------------------
       <S>                                      <C>                       <C>                           <C>
       Number of checking accounts                    240,400                  230,600                       171,400
</TABLE>

     Deposit  account  service  fees are higher than the third  quarter of 2003,
primarily  due to accounts  acquired  in the St.  Francis  merger.  Considerable
competition for checking  accounts,  particularly  in the Chicago market,  along
with  trending  higher  average  per  account  balances  in the Bank's  checking
accounts,  has  significantly  slowed  the rate of  growth in  deposit  fees.

                                       22

<PAGE>


REAL ESTATE DEVELOPMENT OPERATIONS

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                          SEPTEMBER 30,                           SEPTEMBER 30,
                                                 ----------------------------           ---------------------------
                                                      2004           2003                   2004           2003
                                                 -------------   ------------           ------------   ------------
                                                                         (Dollars in thousands)
       <S>                                       <C>             <C>                    <C>            <C>
      Real estate development income              $     1,650           3,009                 5,261           6,332
      Residential lot sales                                28              75                   117             161

                                                        AT SEPTEMBER 30,
                                                 ----------------------------
                                                      2004           2003
                                                 -------------   ------------
                                                     (Dollars in thousands)

      Pending lot sales at quarter end                     11              57
      Investment in real estate                   $    37,179          27,475
</TABLE>


     During the nine months ended September 30, 2004, 111 lots of 117 total lots
sold were in the Shenandoah  development.  At September 30, 2004, 10 lots remain
to be sold in Tallgrass and 19 lots remaining in Shenandoah. The increase in the
balance of investment in real estate as compared to a year ago relates primarily
to land  purchases for the Springbank  joint venture  development in Plainfield,
Illinois.

     In  October  2004,  the  Company  received  approval  from the  village  of
Plainfield  for the Springbank  project where  approximately  1,600  residential
lots,  300  multi-family   lots  and  other  commercial   parcels  are  planned.
Development in Springbank  will begin in the fourth quarter of 2004. The Company
had expected to receive the necessary  municipal approvals earlier in 2004. As a
result of the delay,  lot sale  closings  are now expected to begin early in the
third quarter of 2005.  Profits  previously  expected to be reported in 2004 are
expected  to be  recorded  in 2005,  as  estimated  revenues  and  costs did not
materially  change due to this delay. The Company  currently expects income from
real  estate  operations  of  approximately  $1.0 - $1.5  million for the fourth
quarter of 2004.

SECURITIES SALES/WRITEDOWNS

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                  SEPTEMBER 30,                          SEPTEMBER 30,
                                            ------------------------              ------------------------
                                               2004           2003                   2004           2003
                                            ---------       --------              ---------       --------
                                                                (Dollars in thousands)
     <S>                                    <C>             <C>                   <C>             <C>
     INVESTMENT SECURITIES:
     Net gains (losses) on sale/
        writedowns - total                  $    3          (1,516)                2,805          (6,943)
     Other than temporary writedowns             -               -                     -          (8,182)
     Net gains (losses) on sale             $    3          (1,516)                2,805           1,239

     MORTGAGE-BACKED SECURITIES:
     Net gains on sale - total              $    -             645                   489           5,997
</TABLE>

     During the nine months ended  September  30,  2004,  the Company sold three
investment     securities     on     which    it    had     previously     taken
other-than-temporary-impairment  writedowns in 2002 and 2003.  The net gain from
the sale of these three  securities  was $2.7  million.  In the first quarter of
2003, the Bank had written two of these securities down by $8.1 million.

     Gains on the sale of mortgage-backed  securities were $489,000 for the nine
months  ended  September  30, 2004  compared to $6.0  million for the prior year
period.  During the prior year  nine-month  period,  the  Company  swapped  into
mortgage-backed  securities  a total of $85.3  million  of  prepayment-protected
fixed-rate  mortgages,  which were  subsequently  sold along with an  additional
$60.9 million of similar  mortgage-backed  securities  resulting in the gain for
that period.  These sales were undertaken to improve the Company's interest rate
risk position by  lengthening  its asset  duration to better match the Company's
increased  liability  duration,  as the average lives of these loans and related
mortgage-backed  securities had become very short due to high  prepayment  speed
throughout 2003.

                                       23

<PAGE>

NON-INTEREST EXPENSE

     The efficiency  ratio for the  three-month  period ended September 30, 2004
was 54.1% compared to 46.8% for the third quarter of 2003 and for the nine-month
period ended  September 30, 2004 was 55.13% compared to 46.7% for the prior year
period.  The higher  efficiency  ratio in the 2004  periods  primarily  reflects
higher costs  associated  with operating the St. Francis  locations,  especially
prior to the data processing conversion,  the impact of the new branch openings,
increased  burden  of  regulatory   compliance  costs  and  significantly  lower
non-interest income as a percentage of total income, primarily due to lower loan
sale gains and delays in real estate development projects. As the integration of
the St. Francis operations continues,  management expects further improvement in
the efficiency ratio for 2005.

     Non-interest expense increased $16.1 million, or 54.6% to $45.5 million for
the three  months ended  September  30, 2004  compared to $29.4  million for the
three months ended September 30, 2003. The increase is primarily attributable to
significant growth in operations from the acquisition of St. Francis in December
2003.  The added  cost of  management  personnel  and  infrastructure  needed to
facilitate this growth and to address the increased  compliance burden under new
regulations  also added to the increase.  Non-interest  expense  increased $54.7
million, or 66.1% to $137.5 million for the nine months ended September 30, 2004
compared to $82.8  million for the nine months ended  September  30, 2003 due to
the  considerable  growth from market  expansion  over the past year.  The table
below  indicates  the  composition  of  non-interest  expense for the three- and
nine-month periods indicated.

<TABLE>
<CAPTION>
                                                    THREE MONTHS                          NINE MONTHS
                                                  ENDED SEPTEMBER 30,                  ENDED SEPTEMBER 30,
                                             ---------------------------          ------------------------
                                                 2004           2003                 2004             2003
                                               --------       ---------            ---------       ---------
                                                                  (Dollars in thousands)
<S>                                       <C>                <C>                  <C>              <C>
Compensation                                $    17,801          13,190               55,922          36,911
Employee benefits                                 5,282           3,944               16,801          11,515
                                               --------       ---------            ---------       ---------
     Total compensation and benefits             23,083          17,134               72,723          48,426
                                               --------       ---------            ---------       ---------
Occupancy expense                                 5,026           2,589               14,469           7,435
Furniture, fixture and equipment expense          2,394           1,128                6,176           3,266
Advertising and promotion                         2,452           1,700                7,453           4,798
Data processing                                   1,598           1,036                6,005           3,001
Amortization of core deposit intangibles            730             421                2,201           1,170
Other expenses:
   Professional fees                              1,065             688                3,416           1,781
   Stationery, brochures and supplies               749             652                2,480           1,694
   Postage                                          678             542                2,237           1,591
   Telephone                                        836             540                2,326           1,545
   Fraud and bad check write-offs                   503             572                2,024           1,380
   Correspondent banking services                   334             298                1,172             842
   Title fees, recording fees and
      credit report expense                         645             282                1,489             808
   OTS assessment fees                              333             251                  987             698
   Security expense                                 382             265                1,093             623
   Courier service                                  224              90                  608             215
   Insurance costs                                  369             272                1,204             584
   Federal deposit insurance premiums               215             180                  664             502
   Real estate held for
      investment expenses(1)                        968               -                2,840               -
   Other                                          2,879             769                5,970           2,469
                                               --------       ---------            ---------       ---------
     Total other expenses                        10,180           5,401               28,510          14,732
                                               --------       ---------            ---------       ---------
                                           $     45,463          29,409              137,537          82,828
                                               ========       =========            =========       =========
<FN>
------------------------
(1)  Expenses  from SF  Equities,  a  subsidiary  of the Bank  that  invests  in
     affordable housing  properties  throughout  Wisconsin.  Revenues from these
     properties  prior to tax  credits  received  were $1.0  million,  and $3.0
     million  for  the  three  and  nine  months  ended   September   30,  2004,
     respectively.
</FN>
</TABLE>

                                       24

<PAGE>

     Compensation  and  benefits  increased  35% and 52% for the  three and nine
months ended September 30, 2004 compared to previous year periods, respectively.
The percentage  increase for the three-month period is lower than the nine-month
period,  reflecting  the savings  realized upon  completing the St. Francis data
processing systems integration in May 2004.

     Occupancy  costs  doubled  over the prior year due to the costs  related to
operating 68 branches,  compared to 43 branches at  September  30, 2003,  and 33
branches at December 31, 2002, rent expenses for St. Francis  corporate  offices
and dual loan operation facilities in Illinois. The St. Francis corporate office
lease expired on September 30, 2004 and leases on former Illinois loan operation
centers  expired on October 31, 2004.  The Bank now leases one facility for loan
and deposit operations.

     Advertising  and  promotion  expenses  increased  44% from the  prior  year
quarter  and 55% from the same  period a year ago due to a decision  to increase
the  marketing  expenditures  in light of the more  competitive  retail  banking
market in Chicago,  costs related to new product advertising,  and the launch of
advertising in the Milwaukee area.

     Data  processing  cost increases  were related to the St.  Francis  systems
conversion,  the  installation  of two new mainframe  computers,  a new disaster
recovery  system,  increased data processing  costs due to branch  expansion and
additional  data  lines.  Data  processing  costs  for the  three  months  ended
September  30, 2004 reflect the first full quarter of savings  subsequent to the
May 31, 2004 systems  conversion and although  higher than the prior year period
by 54%, are significantly lower than the 100% increase for the nine months ended
September 30, 2004 as compared to the prior year.

     The  increase  in other  expense  during the 2004  periods  includes a $1.2
million  expense  recorded in the third  quarter of 2004 to correct  accumulated
errors in ATM network processing expenses. The recording errors, which relate to
processing  activity following  conversion to a new ATM network processor in the
second  quarter  of 2002,  were  discovered  as a result  of  recently  enhanced
reconcilement  procedures  stemming from ongoing internal  control reviews.  The
impact of the errors in any  individual  quarter was not material to the results
previously reported for that quarter.

INCOME TAX EXPENSE

     Income  tax  expense  totaled  $12.7  million  for the three  months  ended
September 30, 2004, equal to an effective income tax rate of 33.1%,  compared to
$12.0  million or an  effective  income  tax rate of 36.9% for the three  months
ended  September  30,  2003.  The  decline in the  effective  income tax rate is
primarily due to tax benefits  generated from St. Francis Equity Properties' low
income and senior housing  projects and to a lesser extent,  from the resolution
of certain prior years' income tax matters.

     Income  tax  expense  totaled  $37.9  million  for the  nine  months  ended
September 30, 2004, equal to an effective income tax rate of 33.2%,  compared to
$34.4 million or an effective income tax rate of 36.7% for the nine months ended
September  30,  2003.  The same reasons  cited for the decline in the  effective
income tax rate for the current  quarter  gave rise to the  decrease in rate for
the nine-month period.


                                       25

<PAGE>


CHANGES IN FINANCIAL CONDITION

     Total assets of the Company were $9.32  billion at September  30, 2004,  an
increase of $387.7  million,  or 4.3% from $8.93  billion at December  31, 2003.
This  increase  has been driven by an increase  in loans  receivable,  primarily
equity lines of credit and multifamily loans. The growth in loans receivable was
funded primarily with an increase in borrowed funds, and to a lesser extent with
deposit  growth.  While core deposits grew $166.9 million during the nine months
ended  September 30, 2004 due in large part to the successful  introduction of a
new high-rate  checking  account  product,  certificates of deposit  declined by
$107.2  million,  including a $65 million  decrease in brokered  certificates of
deposit that management allowed to run off. A summary of the significant changes
in the Company's financial condition is as follows:

<TABLE>
<CAPTION>
                                                                                 AMOUNT         PERCENTAGE
                                          SEPTEMBER 30,     DECEMBER 31,        INCREASE/        INCREASE/
                                               2004             2003           (DECREASE)       (DECREASE)
                                          -------------    -------------       ----------       ----------
                                                               (Dollars in thousands)
<S>                                     <C>                <C>                 <C>              <C>
ASSETS:
Cash and cash equivalents               $       228,842          221,962             6,880          3.1%
Investment securities                           345,713          365,334           (19,621)        (5.4)
Stock in FHLB of Chicago                        321,681          384,643           (62,962)       (16.4)
Mortgage-backed securities                    1,019,260          971,969            47,291          4.9
Loans receivable                              6,770,270        6,369,107           401,163          6.3
Goodwill and intangibles                        299,713          300,677              (964)           -
Other                                           335,335          319,893            15,442          4.8
                                          -------------      -----------        ----------        -----
       Total Assets                     $     9,320,814        8,933,585           387,229          4.3
                                          =============      ===========        ==========        =====

LIABILITIES AND EQUITY:
Deposits                                $     5,640,231        5,580,455            59,776          1.1%
Borrowed funds                                2,559,229        2,299,427           259,802         11.3
Other liabilities                               187,409          152,099            35,310         23.2
                                          -------------      -----------        ----------        -----
    Total Liabilities                         8,386,869        8,031,981           354,888          4.4
Stockholders' equity                            933,945          901,604            32,341          3.6
                                          -------------      -----------        ----------        -----
       Total Liabilities and Equity     $     9,320,814        8,933,585           387,229          4.3
                                          =============      ===========        ==========        =====
</TABLE>

     In  addition to the $401.2  million of loans added to the loans  receivable
portfolio,  another $104.6 million of 15-year fixed-rate loans were swapped into
a  mortgage-backed  security  and are held in  portfolio  classified  as held to
maturity.


                                       26


<PAGE>


LOANS  RECEIVABLE.  The following table sets forth the composition of the Bank's
loans receivable portfolio in dollar amounts at the dates indicated.

<TABLE>
<CAPTION>
                                                                              AT
                                              ----------------------------------------------------------------
                                                 9/30/04      6/30/04      3/31/04     12/31/03       9/30/03
                                                 -------      -------      -------     --------       -------
                                                                (Dollars in thousands)
       <S>                                  <C>             <C>          <C>          <C>           <C>
       Real estate loans:
         One- to four-family:
           Held for investment              $   4,005,420     4,028,947    3,930,288    3,924,965    3,644,518
           Held for sale                           53,830       106,831       36,696       44,511      277,792
         Multi-family                             653,483       648,401      624,304      611,845      469,249
         Commercial                               525,025       511,553      497,454      508,398      156,562
         Construction                             140,117       149,263      155,210      149,975       65,400
         Land                                      69,641        78,113       75,910       75,012       39,035
                                              -----------   -----------  -----------  -----------  -----------
           Total real estate loans              5,447,516     5,523,108    5,319,862    5,314,706    4,652,556
                                              -----------   -----------  -----------  -----------  -----------

       Consumer loans:
         Equity lines of credit                 1,173,390     1,061,368      977,574      898,452      508,690
         Home equity loans                         55,033        62,793       61,167       67,119       24,883
         Other                                      7,661        11,831       27,028       38,238        4,439
                                              -----------   -----------  -----------  -----------  -----------
           Total consumer loans                 1,236,084     1,135,992    1,065,769    1,003,809      538,012

       Commercial business loans                  138,906       134,496      138,122      128,266       31,915
                                              -----------   -----------  -----------  -----------  -----------

       Total loans receivable                   6,822,506     6,793,596    6,523,753    6,446,781    5,222,483
         Unearned discounts, premiums
           and deferred loan fees, net             18,105        17,144       14,944       16,614        8,652
         Loans in process                         (35,405)      (45,090)     (50,050)     (59,733)     (28,398)
         Allowance for loan losses                (34,936)      (34,721)     (34,437)     (34,555)     (21,372)
                                              -----------   -----------  -----------  -----------  -----------
       Loans receivable, net                $   6,770,270     6,730,929    6,454,210    6,369,107    5,181,365
                                              ===========   ===========  ===========  ===========  ===========

       One- to four-family mortgage loans
         as a percentage of total loans              59.5%         60.9         60.8         61.6         75.1
                                              ===========   ===========  ===========  ===========  ===========
</TABLE>

     The above table  reflects the  continuing  shift in the loan  portfolio mix
resulting from the 2003  acquisitions.  These  acquisitions  resulted in further
loan  diversification  away from one-  to-four  family  real  estate  loans that
accelerated  the  diversification  efforts  that began in 2000 with an increased
emphasis on  originating  equity lines of credit and the formation of a business
banking  department in 2001. Since December 31, 1999, the  concentration in one-
to-four family  mortgage loans has been reduced from 89.4% to 59.5% at September
30, 2004.

DEPOSITS.  The  following  table  sets  forth  the  composition  of the  deposit
portfolio  at September  30, 2004 and  December  31,  2003.  The percent of core
deposits to total  deposits  has  increased  from 58.2% at December  31, 2003 to
60.6% at September 30, 2004 primarily  reflecting the Bank's successful  efforts
to attract checking accounts.

<TABLE>
<CAPTION>
                                        SEPTEMBER 30, 2004                       DECEMBER 31, 2003
                             -------------------------------------    -------------------------------------
                                            WEIGHTED       % OF                      WEIGHTED        % OF       INCREASE
                                AMOUNT    AVERAGE RATE   DEPOSITS       AMOUNT     AVERAGE RATE    DEPOSITS    (DECREASE)
                             -----------  ------------  ----------    ---------    ------------   ----------   ----------
                                                          (Dollars in thousands)
<S>                         <C>           <C>           <C>           <C>          <C>            <C>          <C>
Non-interest bearing
  checking                 $    483,227          -%          8.6%     $   434,935         -%           7.8%   $    48,292
NOW accounts                    888,231        .85          15.7          555,675       .42           10.0        332,556
Money market accounts           704,210        .84          12.5          904,728       .78           16.2       (200,518)
Passbook accounts             1,340,489        .55          23.8        1,353,881       .66           24.2        (13,392)
                            -----------     ------        ------      -----------     -----        -------     ----------
    Total core deposits       3,416,157        .62          60.6        3,249,219       .57           58.2        166,938
Certificate accounts          2,220,678       2.48          39.3        2,323,725      2.34           41.8       (107,162)
Unamortized premium               3,396          -            .1            7,511         -              -              -
                            -----------     ------        ------      -----------     -----        -------     ----------
Total deposits             $  5,640,231       1.36%        100.0%    $  5,580,455      1.31%         100.0%   $    59,776
                            ===========     ======        ======      ===========     =====        =======     ==========
</TABLE>

                                       27

<PAGE>


BORROWED  FUNDS.  The following is a summary of the Company's  borrowed funds at
September 30, 2004 and December 31, 2003:

<TABLE>
<CAPTION>

                                                 SEPTEMBER 30, 2004                DECEMBER 31, 2003
                                             --------------------------      ---------------------------
                                                             WEIGHTED                         WEIGHTED
                                                AMOUNT     AVERAGE RATE          AMOUNT     AVERAGE RATE
                                             -----------  -------------      ------------   -------------
<S>                                          <C>          <C>                <C>            <C>
                                                             (Dollars in thousands)
Federal Home Loan Bank advances:
   Fixed rate                               $  1,974,688        3.96%       $  1,924,375         4.90%
   Floating rate                                 255,000        1.86             180,000         1.19
                                             -----------      ------         -----------       ------

   Total FHLB advances                         2,229,688        3.72           2,104,375         4.58

Other borrowings -  floating rate                274,809        1.85             120,977         1.55
Unsecured term loan                               45,000        3.01              45,000         2.26
Unsecured line                                         -           -              10,000         2.17
Unamortized premium                                9,732           -              19,075            -
                                             -----------      -------        -----------       ------
   Total borrowed funds                     $  2,559,229        3.51%       $  2,299,427         4.36%
                                             ===========      ======         ===========       ======
</TABLE>

ASSET QUALITY

     NON-PERFORMING  ASSETS. The Bank ceases the accrual of interest when, based
on current  information and events,  it is probable that the Bank will be unable
to collect all  amounts  due  according  to the  contractual  terms of the loan.
Generally,  when a loan  is 90  days  or  more  past  due,  in  the  process  of
foreclosure,  or in bankruptcy, the full amount of previously accrued but unpaid
interest  is  deducted  from  interest  income.   For  commercial  real  estate,
construction,  large  multi-family  loans,  and business loans,  subsequent cash
payments are applied first to principal  until  recovery of principal is assured
and then to interest income. For one-to four-family  residential loans, consumer
loans,  smaller  multi-family  residential  loans  and  land  loans,  income  is
subsequently  recorded to the extent cash payments are received,  or at the time
when the  loan is  brought  current  in  accordance  with  its  original  terms.
Additionally,  the Bank considers the  classification of investment  securities,
should they show signs of deteriorating quality.

     The following table sets forth  information  regarding  non-accrual  loans,
non-accrual investment securities, and foreclosed real estate of the Bank.

<TABLE>
<CAPTION>
                                                                                             AT
                                                                 ------------------------------------------------------------
                                                                 9/30/04      6/30/04      3/31/04     12/31/03      9/30/03
                                                                 -------      -------      -------     --------      -------
                                                                                    (Dollars in thousands)
    <S>                                                          <C>          <C>          <C>         <C>           <C>
     Non-performing loans:
       Non-accrual loans:
         One- to four-family                                    $ 22,984        24,206       24,604       27,107       24,198
         Multi-family                                              1,288         1,035        1,338          477          493
         Commercial real estate                                    1,578           273        1,118        1,504          139
         Consumer loans                                            4,254         2,755        2,720        3,122        1,709
         Commercial business loans                                   453           675          479          577        1,079
                                                                 -------       -------      -------      -------      -------
           Total non-performing loans:                            30,557        28,944       30,259       32,787       27,618

     Non-accrual investment securities                                 -             -            -        7,697        8,544

     Foreclosed real estate (One- to four-family)                  1,135         2,208        1,920        3,200          520
                                                                 -------       -------      -------      -------      -------

     Total non-performing assets                                  31,692        31,152       32,179       43,684       36,682
                                                                 =======       =======      =======      =======      =======

     Non-performing loans to total loans                             .45%          .43          .47          .51          .56
                                                                 =======       =======      =======      =======      =======

     Non-performing loans and foreclosed real estate
       to total loans and foreclosed real estate                     .47%          .47          .50          .56          .57
                                                                 =======       =======      =======      =======      =======
     Total non-performing assets to total assets                     .34%          .33          .35          .49          .55
                                                                 =======       =======      =======      =======      =======

     Allowance for loan losses to total loans receivable,
       exclusive of one- to four-family loans held for sale          .52%          .52          .53          .54          .43
                                                                 =======       =======      =======      =======      =======
     Allowance for loan losses to non-performing loans            114.32%       119.95       113.80       105.39        77.38
                                                                 =======       =======      =======      =======      =======
</TABLE>

                                       28


<PAGE>


     Non-performing  loans  decreased $2.2 million to $30.6 million,  or .45% of
total loans receivable at September 30, 2004, compared to $32.8 million, or .51%
of loans  receivable at December 31, 2003, and increased $3.0 million from $27.6
million,  or .56% of total loans  receivable at September 30, 2003. The increase
in the dollar amount of non-performing  loans year over year is primarily due to
increases in one-to four-family, multi-family and consumer loans acquired in the
St. Francis and Fidelity acquisitions and are not indicative of deterioration in
overall loan portfolio quality. Non-performing assets were $31.7 million or .34%
of total assets at  September  30,  2004,  compared to $43.7  million or .49% of
total assets at December 31, 2003,  and $36.7 million or .55% of total assets at
September 30, 2003. The decrease in non-performing assets from December 31, 2003
to September 30, 2004 is primarily due to the sale of two  non-accrual  aircraft
related investment securities in the first quarter of 2004.

     For the quarter ended  September 30, 2004,  interest on  non-accrual  loans
that would have been recorded as income,  had they been performing  according to
their original terms,  amounted to $493,000,  compared to $481,000 for the three
months ended  September 30, 2003.  For the nine months ended  September 30, 2004
and 2003, interest on non-accrual loans that would have been recorded as income,
had they been  performing  according to their original  terms,  amounted to $1.2
million.

NON-PERFORMING RESIDENTIAL LOANS. Ratios for loans secured by one-to-four family
residential properties were as follows:

<TABLE>
<CAPTION>
                                                            SEPTEMBER 30,      DECEMBER 31,     SEPTEMBER 30,
                                                                2004               2003             2003
                                                                ----               ----             ----
   <S>                                                      <C>                <C>               <C>
   Percentage of loans receivable secured by
   residential real estate:

       One- to four-family loans                                  60%                62               75
       Multi-family loans                                         10                  9                9
       Home equity loans and lines of credit                      18                 15               10
                                                                ----              -----             ----
         Total                                                    88%                86               94
                                                                ====              =====             ====

   Non-performing loans secured by residential real estate
   as a percentage of total non-performing loans                  87%                88               87

   Non-performing loans secured by residential real estate
   with private mortgage insurance or other guarantees            40                 42               41

   Average loan-to-value of non-performing loans secured
   by residential real estate without private mortgage
   insurance or other guarantees                                  66                 65               71
</TABLE>

     CLASSIFIED  ASSETS.  The federal  regulators have adopted a  classification
system for problem  assets of insured  institutions.  Under this  classification
system,  problem assets of insured institutions are classified as "substandard,"
"doubtful"  or "loss." In addition,  a "special  mention"  category  consists of
assets, which currently do not expose the Company to a sufficient degree of risk
to warrant classification,  but do possess deficiencies or other characteristics
deserving management's close attention.

     In  connection  with the filing of its periodic  reports with the Office of
Thrift Supervision  ("OTS"), the Bank regularly reviews the problem loans in its
portfolio to determine  whether any loans require  classification  in accordance
with applicable regulations.  At September 30, 2004, of the Bank's $30.6 million
in non-performing loans, $30.3 million were classified  substandard and $250,000
were classified doubtful.  At December 31, 2003, all of the Bank's $32.8 million
of  non-performing  loans

                                       29

<PAGE>

were classified as substandard.  In addition, at September 30, 2004 and December
31, 2003, the Bank classified $30.0 million and $6.3 million,  respectively,  of
commercial  and  multi-family  real  estate,  land  development  and  commercial
business loans on accrual basis as  substandard  for  regulatory  purposes.  The
increase  is  due  to  various   developments  that  could  affect  future  loan
performance.  These loans are generally  performing in accordance with the terms
of the loan agreement and are  adequately  secured based on the current value of
the underlying  collateral.  In addition,  the Bank classified  three affordable
housing related real estate projects  included in other assets  aggregating $1.7
million as substandard  for regulatory  purposes at September 30, 2004. The Bank
also  classified  portions of other loans  totaling $1.4 million and $750,000 as
doubtful at  September  30, 2004 and  December  31, 2003  respectively.  Special
mention  loans at September  30, 2004 and December 31, 2003 totaled $8.5 million
and $39.1 million, respectively.

ALLOWANCE FOR LOAN LOSSES

     Activity in the  allowance  for loan losses is  summarized in the following
table for the three and nine months ended September 30, 2004 and 2003.

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED             NINE MONTHS ENDED
                                                  SEPTEMBER 30,                 SEPTEMBER 30,
                                          --------------------------    --------------------------
                                              2004           2003          2004            2003
                                          -----------    -----------    -----------    -----------
                                                          (Dollars in thousands)
    <S>                                  <C>              <C>           <C>             <C>
    Balance at beginning of period        $ 34,721          19,379        34,555          19,483
    Acquired through merger                      -           2,011             -           2,011
    Provision for loan losses                  350               -           930               -
    Charge-offs                               (205)            (49)         (799)           (176)
    Recoveries                                  70              31           250              54
                                           -------        --------      --------        --------
    Balance at end of period              $ 34,936          21,372        34,936          21,372
                                           =======        ========      ========        ========
</TABLE>

     The  allowance  for loan  losses to total loans at  September  30, 2004 was
..52%, a decrease  from .54% at December 31, 2003.  The allowance for loan losses
to non-performing loans increased to 114.32% at September 30, 2004, from 105.39%
at December 31, 2003, reflecting the decline in non-performing assets.

LIQUIDITY AND CAPITAL RESOURCES

     At the holding company level, the Company's  principal sources of funds are
dividends from the Bank and its credit facility with an unaffiliated  commercial
bank.  On November 1, 2004,  the Company  increased  the amount of its term note
under this facility to $70.0 million,  the unpaid principal balance of which was
$45.0  million at September  30, 2004,  and used the $25.0 million in additional
funds to pay a portion of the Chesterfield merger consideration.  The balance of
the cash portion of the merger consideration was paid out of excess liquidity at
Chesterfield.

     During  the nine  months  ended  September  30,  2004 the  Bank  paid  cash
dividends of $60.0 million to the holding company.  The Company's principal uses
of funds during the nine months ended  September 30, 2004 were cash dividends to
shareholders and stock  repurchases.  During the nine months ended September 30,
2004, the Company  repurchased  693,600 shares of its common stock at an average
price of $41.88 per share,  for a total of $29.0  million,  and declared  common
stock dividends of $.63 per share, for a total of $20.7 million.

     The Bank's principal sources of funds are deposits,  advances from the FHLB
of  Chicago   and  other   borrowings,   principal   repayments   on  loans  and
mortgage-backed securities,  proceeds from the sale of loans, and funds provided
by operations.  While scheduled loan and mortgage-backed securities amortization
and maturing investment securities are a relatively predictable source of funds,
deposit flows as well as loan and  mortgage-backed  securities  prepayments  are
greatly influenced by economic  conditions,  the general level of interest rates
and  competition.  Decisions to sell investment


                                       30
<PAGE>


securities and other assets are also generally market driven,  although the Bank
may at times sell these assets for  asset/liability  management purposes or as a
source of liquidity.

     The Bank utilizes  particular  sources of funds based on comparative  costs
and  availability.  The Bank  generally  manages the pricing of its  deposits to
maintain a steady to increasing deposit portfolio in the aggregate, but has from
time to time  decided not to pay rates on  deposits as high as its  competition,
and when  necessary,  to  supplement  deposits  with longer  term  and/or  other
alternative  sources of funds such as FHLB  advances and other  borrowings.  The
Bank  currently  expects that due to increased  competition  for deposits in its
markets,  that more of its growth is  expected  to be funded  with  higher  cost
wholesale borrowings.

     The Bank has a  concentration  in its investment  portfolio in stock of the
FHLB of Chicago  ("FHLBC").  Consistent with plans  previously  disclosed in its
2003 Form 10-K,  the Bank has continued to reduce its  investment in FHLBC stock
and  expects  to  continue  its  plan  over the next  six  months  as the  FHLBC
approaches  implementation  of its new  capital  structure  which  is  currently
expected  by mid 2005.  At  September  30,  2004,  the Bank had  $321.7  million
invested  in FHLBC  stock of which  $210.2  million was in excess of the minimum
investment  required  as  collateral  for its FHLB  borrowings  as of that date.
During the nine months ended September 30, 2004, the Bank redeemed $75.0 million
in stock.  A  significant  portion of the excess  investment  resulted  from the
Fidelity and St. Francis acquisitions,  as they maintained investments in excess
of their required  minimums due to the high rate of dividends  being paid by the
FHLBC. The Bank may, at the FHLBC's discretion,  redeem at par any capital stock
greater than its required investment or sell it to other FHLBC members. The Bank
monitors the financial results and interest rate risk position of the FHLBC on a
quarterly basis.

     During the nine months ended September 30, 2004, the Bank originated  loans
totaling  $3.17 billion  compared  with $4.03 billion  during the same period in
2003.  Loan sales,  for the nine months ended  September  30, 2004,  were $704.0
million,  compared to $1.35 billion for the prior year period.  These  decreases
are the direct result of higher interest rates, which have dramatically  reduced
refinance  activity.  Management does not foresee a return to 2003 volume levels
in the near future.

     Since December 31, 2003, the Bank has experienced a $46.5 million  increase
in loan commitments which totaled $608.1 million at September 30, 2004, compared
to $561.7  million at December 31,  2003.  At  September  30, 2004,  the Company
believes that it has sufficient cash to fund its outstanding commitments or will
be able to obtain  the  necessary  funds from  outside  sources to meet its cash
requirements.  At September 30, 2004,  the Bank had $12.4 million of credit risk
related to loans sold to the MPF program with recourse provisions, $47.8 million
of credit  risk  related  to loans sold with  recourse  to other  investors  and
approximately  $23.5  million  of credit  risk  related  to loans  with  private
mortgage insurance in force.

     The following table lists the commitments and  contingencies of the Company
and the Bank as of September 30, 2004:

<TABLE>
<CAPTION>
                                                                   LESS THAN     1 TO 3       4 TO 5       AFTER 5
                                                      TOTAL         1 YEAR        YEARS        YEARS        YEARS
                                                  ------------    ----------    ---------    --------    -----------
                                                                        (Dollars in thousands)
<S>                                              <C>              <C>           <C>          <C>         <C>
New loan commitments                              $    608,134       608,134           -            -             -
New equity line of credit commitments                  130,329       130,329           -            -             -
Unused equity lines of credit balances(1)              956,397        30,558     111,562       91,849       722,428
Commercial business lines(1)                           236,338       108,683      69,369       37,282        21,004
Letters of credit (2)                                   65,995        25,131      27,111        6,943         6,810
Recourse provisions                                     71,250        71,250           -            -             -
                                                   -----------    ----------    --------     --------    ----------
 Total                                            $  2,068,443       974,085     208,042      136,074       750,242
                                                   ===========    ==========    ========     ========    ==========
<FN>
--------------------------
(1)  Balances shown are at the remaining maturity of the commitment.  New equity
     lines generally have maturities of 10 years.
(2)  Letters  of credit  include  $4.8  million  related to the  Company's  land
     development projects.
</FN>
</TABLE>


                                       31
<PAGE>


ASSET/LIABILITY MANAGEMENT

     As part of its normal operations, the Bank is subject to interest-rate risk
on the  interest-sensitive  assets  it  invests  in and  the  interest-sensitive
liabilities it borrows. The Bank's exposure to interest rate risk is reviewed at
least quarterly by the Bank's  asset/liability  management committee ("ALCO") of
the Board of Directors of the Company.  The ALCO,  which also  includes  certain
members of senior  management  with financial  expertise,  monitors the rate and
sensitivity  repricing  characteristics  of the  individual  asset and liability
portfolios the Bank maintains and determines risk management strategies.

     The Bank utilizes an interest rate  sensitivity gap analysis to monitor the
relationship   of   maturing   or   repricing    interest-earning   assets   and
interest-bearing  liabilities,  while  maintaining  an acceptable  interest rate
spread.  Interest rate sensitivity gap is defined as the difference  between the
amount of interest-earning assets maturing or repricing within a specific period
of time and the amount of  interest-bearing  liabilities  maturing or  repricing
within  that same  period of time,  and is usually  analyzed  at a period of one
year.  Generally,  a  positive  gap,  where  more  interest-earning  assets  are
repricing or maturing than interest-bearing liabilities, would tend to result in
a  reduction  in net  interest  income in a period of  falling  interest  rates.
Conversely,  during a period of rising  interest  rates,  a  positive  gap would
likely result in an improvement in net interest income.  Management's goal is to
maintain its  cumulative  one-year gap within the range of (15)% to 15%. The gap
ratio  fluctuates as a result of market  conditions and  management's  decisions
based on its expectation of future  interest rate trends,  as well as the impact
of the  interest  rate  risk  position  of  acquired  institutions.  The  Bank's
asset/liability  management  strategy  emphasizes  the  origination  of  one- to
four-family  adjustable-rate  loans and other loans which have shorter  terms to
maturity or reprice more frequently than fixed-rate  mortgage loans, yet provide
a  positive  margin  over  the  Bank's  cost of  funds,  for its own  portfolio.
Historically,  the Bank has generally sold its conforming  long-term  fixed-rate
loan  originations in the secondary  market in order to improve and maintain its
interest rate sensitivity levels.

     The  Bank,  except  as  noted  below,  has not  used  derivative  financial
instruments  such as  interest  rate  swaps,  caps,  floors,  options or similar
financial  instruments to manage its interest rate risk. However, in conjunction
with its origination and sale strategy  discussed  above,  management does hedge
the Bank's  exposure to  interest  rate risk  primarily  by  committing  to sell
fixed-rate mortgage loans for future delivery. Under these commitments, the Bank
agrees to sell fixed-rate mortgage loans at a specified price and at a specified
future  date.  The sale of  fixed-rate  mortgage  loans for future  delivery has
enabled the Bank to continue to originate  new mortgage  loans,  and to generate
gains  on sale of  these  loans  as well as loan  servicing  fee  income,  while
maintaining its gap ratio within the parameters  discussed above.  Most of these
forward sale  commitments are conducted with Fannie Mae, Freddie Mac and the MPF
with  respect to loans  that  conform to the  requirements  of these  government
agencies.  The forward  commitment of mortgage loans presents a risk to the Bank
if the  Bank  is not  able to  deliver  the  mortgage  loans  by the  commitment
expiration  date. If this should occur,  the Bank would be required to pay a fee
to the buyer.  The Bank  attempts  to mitigate  this risk by charging  potential
retail  borrowers a 1% fee to fix the interest  rate.  The Bank also estimates a
percentage  of fallout when  determining  the amount of forward  commitments  to
enter into.

     The table on the next page sets forth the  scheduled  repricing or maturity
of the Bank's  assets and  liabilities  at September  30, 2004 and  management's
assumptions  regarding  prepayment  percentages  on  loans  and  mortgage-backed
securities,  based on its current experience in these portfolios.  The Bank uses
the  withdrawal  assumptions  used by the OTS with respect to NOW,  checking and
passbook  accounts,   which  are  17.0%,   17.0%,   17.0%,   16.0%,  and  33.0%,
respectively,  although they are considered conservative by the ALCO. Fixed rate
investment  securities  and  borrowings  that contain call or put provisions are
generally shown in the category relating to their respective final maturities or
expected  put  or  call  option  being  exercised.   However,  $5.2  million  of
investments  with final  maturities  averaging  37 months,  but  callable in six
months  or  less  are  categorized  in the  six  months  or  less  category,  in
anticipation  of their calls. At September 30, 2004, the Bank had $685.0 million
of FHLB advances that contain various put positions exercisable at the option of
the FHLB of Chicago.  At

                                       32
<PAGE>

September  30, 2004,  $55 million are shown in the less than  six-months or less
category,  $25 million are shown in the six-month to one-year  category and $125
million  are  shown in the one- to  three-year  category  relating  to their put
option  date  based on the  expected  exercise  of the put option by the FHLB of
Chicago and the  remaining  $480 million are shown in the  category  relating to
their final maturities.

     The effect of these  assumptions  is to quantify the dollar amount of items
that are  interest-sensitive  and may be  repriced  within  each of the  periods
specified.  Certain  shortcomings are inherent in using gap analysis to quantify
exposure  to  interest  rate risk.  For  example,  although  certain  assets and
liabilities  may have similar  maturities or  repricings in the table,  they may
react differently to actual changes in market interest rates. The interest rates
on certain types of assets and  liabilities  may fluctuate in advance of changes
in market  interest  rates,  while  interest rates on other types may lag behind
changes  in  market  rates.  This  is  especially  true in  circumstances  where
management  has a certain  amount of control over  interest  rates,  such as the
pricing of deposits. Additionally, certain assets such as hybrid adjustable-rate
mortgage  loans have  features  that  restrict  changes in  interest  rates on a
short-term  basis and over the life of the asset.  Finally,  as  interest  rates
change,  actual loan prepayment rates may differ  significantly from those rates
assumed by management for presentation purposes in the table.

     Though management believes that its asset/liability  management  strategies
help to mitigate the potential  negative effects of changes in interest rates on
the Bank's  operations,  a decrease in long term interest rates in the near term
may   adversely   affect   the  Bank's   operations   because   prepayments   on
higher-yielding  mortgage-related  assets would likely  accelerate  and would be
reinvested at lower rates.  Conversely,  increases in long-term  interest  rates
could benefit the Bank's operation  primarily due to a slowing of prepayments on
higher  yielding  loans  receivable  and  mortgage-backed  securities  and rates
adjusting upward and new loans would be originated at higher rates, although the
higher rates may also dampen the level of new originations.


                                       33
<PAGE>

<TABLE>
<CAPTION>
                                                                        AT SEPTEMBER 30, 2004
                                                            MORE THAN   MORE THAN    MORE THAN
                                              6 MONTHS      6 MONTHS      1 YEAR     3 YEARS TO     MORE THAN
                                               OR LESS      TO 1 YEAR   TO 3 YEARS    5 YEARS        5 YEARS     TOTAL
                                              --------      ----------  ----------   ----------    ----------  ---------
                                                                        (Dollars in thousands)
<S>                                         <C>            <C>          <C>          <C>           <C>         <C>
Interest-earning  assets:
   Real estate loans                       $   909,291      563,928     2,000,630    1,336,038      617,140    5,427,027
   Consumer loans                            1,185,788        5,818        20,658       14,044       12,608    1,238,916
   Commercial business loans                    96,421        8,828        19,344       13,145        1,525      139,263
   Mortgage-backed securities                  123,475      103,468       255,964      200,183      336,170    1,019,260
   Interest-bearing deposits                    67,614            -             -            -            -       67,614
   Federal funds sold                           42,767            -             -            -            -       42,767
   Stock in FHLB of Chicago                    321,681            -             -            -            -      321,681
   Investment securities                       115,395          595        97,670      107,363       24,690      345,713
                                            ----------    ---------    ----------   ----------   ----------   ----------
   Total interest-earning assets             2,862,432      682,637     2,394,266    1,670,773      992,133    8,602,241
   Impact of hedging activity(1)                53,830            -       (12,202)      (9,761)     (31,867)           -
   Total net interest-earning
     assets adjusted for impact
     of hedging activities                   2,916,262      682,637     2,382,064    1,661,012      960,266    8,602,241
                                            ----------    ---------    ----------   ----------   ----------   ----------

Interest-bearing  liabilities:
   NOW and checking accounts                    75,500       69,081       252,841      157,059      333,750      888,231
   Money market accounts                       704,210            -             -            -            -      704,210
   Passbook accounts                           113,753      104,273       381,637      237,064      503,762    1,340,489
   Certificate accounts                        867,651      589,306       648,190      104,991       13,936    2,224,074
   FHLB advances                               570,704      282,990     1,005,726      350,000       30,000    2,239,420
   Other borrowings                            269,247           58        50,216           33          255      319,809
                                            ----------    ---------    ----------   ----------   ----------   ----------
   Total interest-bearing liabilities        2,601,065    1,045,708     2,338,610      849,147      881,703    7,716,233
                                            ----------    ---------    ----------   ----------   ----------   ----------
Interest sensitivity gap                   $   315,197     (363,071)       43,454      811,865       78,563      886,008
                                            ==========    ==========   ==========   ==========   ==========   ==========
Cumulative gap                             $   315,197      (47,874)       (4,420)     807,445      886,008
                                            ==========    ==========   ==========   ==========   ==========
Cumulative gap assets as a percentage
   of total assets                                3.38%        (.51)         (.05)        8.66         9.51
Cumulative net interest-earning
   assets as a percentage of
     interest-bearing liabilities               112.12%      98.69          99.93       111.81       111.48
                                            ===========   =========    ==========   ==========   ==========

AT DECEMBER 31, 2003
--------------------
Cumulative gap                             $   104,689     (142,378)      173,705      565,136      756,617
                                            ==========    ==========   ==========   ==========   ==========
Cumulative gap assets as a percentage
   of total assets                                1.17%       (1.59)         1.94         6.33         8.47
Cumulative net interest-earning
   assets as a percentage of
     interest-bearing liabilities               104.26%       95.89        103.07       108.53       110.16
                                            ==========    ==========   ==========   ==========   ==========
<FN>
--------------------------
(1)  Represents forward commitments to sell long-term  fixed-rate as well as 3-1
     and 5-1 adjustable rate mortgages loans.
</FN>
</TABLE>


                                       34
<PAGE>

REGULATORY CAPITAL.  Savings  associations must satisfy three different measures
of capital adequacy: core and tangible capital to total assets ratios as well as
a regulatory  capital to total  risk-weighted  assets  ratio.  The minimum level
required for each of these capital  standards is established by regulation.  The
Company has managed its balance sheet so as to reasonably  exceed these minimums
although it could  operate at closer  limits if it chose.  The  acquisitions  of
Fidelity and St. Francis did not have a significant  impact on capital  adequacy
levels.

The Bank's actual  capital  amounts and ratios,  as well as minimum  amounts and
ratios required for capital adequacy and prompt corrective action provisions are
presented below:

<TABLE>
<CAPTION>
                                                                                                  TO BE WELL
                                                                                               CAPITALIZED UNDER
                                                                        FOR CAPITAL            PROMPT CORRECTIVE
                                                 ACTUAL              ADEQUACY PURPOSES         ACTION PROVISIONS
                                          --------------------    ----------------------     ---------------------
                                            AMOUNT      RATIO        AMOUNT      RATIO         AMOUNT       RATIO
                                          ---------    -------     ---------    -------      ---------     -------
                                                                  (Dollars in thousands)
<S>                                      <C>           <C>         <C>          <C>          <C>           <C>
As of September 30, 2004:
   Tangible capital
     (to total assets)                    $   633,526    7.05%     =>$ 134,877  =>1.50%           N/A
   Core capital
     (to total assets)                    $   633,526    7.05%     =>$ 359,672  =>4.00%      =>$ 449,591   =>5.00%
   Total capital
     (to risk-weighted assets)            $   655,754   10.78%     =>$ 486,801  =>8.00%      =>$ 608,501  =>10.00%
   Core capital
     (to risk-weighted assets)            $   633,526   10.41%             N/A               =>$ 365,100   =>6.00%

As of December 31, 2003:
   Tangible capital
     (to total assets)                    $   615,582    7.16%     =>$ 129,000  =>1.50%           N/A
   Core capital
     (to total assets)                    $   615,582    7.16%     =>$ 343,999  =>4.00%      =>$ 429,998   =>5.00%
   Total capital
     (to risk-weighted assets)            $   640,413   11.45%     =>$ 447,366  =>8.00%      =>$ 559,208  =>10.00%
   Core capital
     (to risk-weighted assets)            $   615,582   11.01%             N/A               =>$ 335,525   =>6.00%
</TABLE>

     A  reconciliation  of  consolidated  stockholder's  equity  of the Bank for
financial reporting purposes to capital available to the Bank to meet regulatory
capital requirements is as follows:

                                               SEPTEMBER 30,      DECEMBER 31,
                                                   2004               2003
                                                -----------        -----------
                                                   (Dollars in thousands)

Stockholder's equity of the Bank              $     911,791            896,783
Goodwill and core deposit intangibles              (274,226)          (276,549)
Non-permissible subsidiary deduction                   (383)              (252)
Non-includable mortgage servicing rights             (2,549)            (2,413)
Regulatory capital adjustment for available
   for sale securities                               (1,106)            (1,987)
Recourse on loan sales                              (12,709)            (9,682)
General loan loss reserves                           34,936             34,513
                                                -----------        -----------
    Core and supplementary capital            $     655,754            640,413
                                                ===========        ===========

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     A quantitative  and  qualitative  analysis about market risk is included in
the Company's  December 31, 2003 Form 10-K.  There have been no material changes
in the  assumptions  used  or in the  results  of  market  risk  analysis  as of
September 30, 2004 since December 31, 2003. See "Asset/Liability  Management" in
Item 2, for a further  discussion of the Company's interest rate sensitivity gap
analysis.


                                       35
<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

     As of the end of the period  covered by this report,  the  Company's  Chief
Executive  Officer and Chief Financial  Officer carried out an evaluation  under
their supervision, with the participation of other members of management as they
deemed  appropriate,  of the  effectiveness  of the design and  operation of the
Company's  disclosure  controls and  procedures as  contemplated  by Rule 13a-15
under the  Securities  Exchange Act of 1934.  Based upon,  and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective,
in all  material  respects,  in timely  alerting  them to  material  information
relating to the Company (and its consolidated subsidiaries) and in ensuring that
information required to be included in the periodic reports the Company files or
submits to the SEC under the  Securities  Exchange Act is  recorded,  processed,
summarized and reported as required.

PART II  -  OTHER INFORMATION
-----------------------------

Item 1.  Legal Proceedings.  Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     The following table sets forth  information in connection with purchases of
the  Company's  common  stock made by, or on behalf of, the  Company  during the
third quarter of the fiscal year ending December 31, 2004.

<TABLE>
<CAPTION>
                                                                                      MAXIMUM NUMBER
                                                                TOTAL NUMBER          (OR APPROXIMATE
                                                                 OF SHARES             DOLLAR VALUE)
                              TOTAL                             PURCHASED AS            OF SHARES
                           NUMBER OF           AVERAGE        PART OF PUBLICLY       THAT MAY YET BE
                             SHARES          PRICE PAID        ANNOUNCED PLANS     PURCHASED UNDER THE
   PERIOD                 PURCHASED(1)        PER SHARE        OR PROGRAMS(2)       PLANS OR PROGRAMS(2)
   ------                 ---------           ---------        --------------       --------------------
<S>                      <C>                 <C>              <C>                  <C>
July 1, 2004
through
July 31, 2004                  7,800         $   40.19               7,800                212,200

August 1, 2004
through
August 30, 2004              110,800             39.99             110,800                101,400

September 1, 2004
through
September 30, 2004                 -               n/a                   -                101,400
                          ----------          --------         -----------            -----------

Total                        118,600         $   40.00             118,600                101,400
                          ==========          ========         ===========            ===========
<FN>
--------------------------
(1)  The table does not include  466 shares  subject to options  surrendered  in
     payment of withholding tax.
(2)  Information  relates to the stock repurchase plan publicly announced by the
     Company in May 2003,  which  authorized  the  purchase of up to 1.6 million
     shares of common stock.
</FN>
</TABLE>


Item 3.  Defaults Upon Senior Securities.  Not applicable.


                                       36
<PAGE>


Item 4.  Submission of Matters to a Vote of Security Holders.  Not applicable.

Item 5.  Other Information.  None.

Item 6.  Exhibits

         Exhibit No. 3.     Certificate of Incorporation and By-laws.

               (i)  Restated Certificate of Incorporation.  (Incorporated herein
                    by reference to Exhibit 3.1 to  Registrant's  Form 8-K (File
                    No. 0-18121) dated December 19, 2000.)

               (ii) Amended and Restated By-laws of Registrant.  (Incorporated
                    herein by reference to Exhibit No. 3 to Registrant's
                    September 30, 2003 Form 10-Q (File No. 0-18121).)

        Exhibit No. 31.1.   Certification of Chief Executive Officer.+

        Exhibit No. 31.2.   Certification of Chief Financial Officer.+

        Exhibit No. 32.1.   Certification of Chief Executive  Officer and
                            Chief Financial  Officer pursuant to 18
                            U.S.C. Section 1350, as adopted pursuant to
                            Section 906 of the Sarbanes-Oxley Act of 2002.+





----------------------
+   Filed herewith.



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<PAGE>


                                   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.



                                                    MAF Bancorp. Inc.
                                            -----------------------------------
                                                     (Registrant)



Date:  November 9, 2004               By:           /s/  Allen H. Koranda
       ----------------                     -----------------------------------
                                                     Allen H. Koranda
                                                Chairman of the Board and
                                                  Chief Executive Officer




Date:  November 9, 2004              By:         /s/  Jerry A. Weberling
       ----------------                    -----------------------------------
                                                  Jerry A. Weberling
                                             Executive Vice President and
                                                Chief Financial Officer


                                       38