SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-QSB

|[X]  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ---------------------------------------------------------------------------------
|     | For the quarterly period ended June 30, 2002                                     
|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|     | For the transition period from ______ to ________                                

Commission file number 0-25070.

**LSB FINANCIAL CORP.**

(Exact Name of Small Business Issuer as Specified in its Charter)

|Indiana(State or other jurisdiction ofIncorporation or organization)        |  | 35-1934975(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------------- |  | ---------------------------------------------
|101 Main Street, Lafayette, Indiana(Address or principal executive offices) |  | 47902(Zip Code)                              

Issuer's telephone number, including area code: (765) 742-1064

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

|CLASS                                  |  | OUTSTANDING AT JULY 31, 2002
|-------------------------------------- |  | ----------------------------
|Common stock, par value $.01 per share |  | 1,379,446                   

Transitional Small Business Disclosure Format:	YES [  ]  NO [X]

LSB FINANCIAL CORP.

INDEX

PART I.	FINANCIAL INFORMATION..........................................................................   1

Item 1.	Financial Statements (Unaudited)........................................................................   1

Consolidated Statements of Financial Condition ................................................................. 1

Consolidated Statements of Income and Comprehensive Income..................................................  2

Consolidated Statements of Changes in Shareholders' Equity....................................................  3

Consolidated Statements of Cash Flows.....................................................................................  4

Notes to Consolidated Financial Statements............................................................................... 5-6

Item 2.	Management's Discussion of Recent Operating Results................................  7-13

PART II.	OTHER INFORMATION................................................................................  14-15

SIGNATURES.................................................................................................  16

EXHIBIT INDEX...........................................................................................  17

|LSB FINANCIAL CORP.                               
|--------------------------------------------------
|CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION    
|(Dollars in thousands)                            
|                                                  
|                                                  
|                                                  
|Assets:                                           
|Cash and due from banks                           
|Short-term investments                            
|Available-for-sale securities                     
|Loans held for sale                               
|Portfolio loans                                   
|Less: Allowance for loan losses                   
|                                                  
|Net portfolio loans                               
|                                                  
|Premises and equipment, net                       
|FHLB stock, at cost                               
|Accrued interest receivable and other assets      
|                                                  
|Total assets                                      
|                                                  
|                                                  
|Liabilities and Shareholders' Equity:             
|                                                  
|Liabilities:                                      
|Deposits                                          
|Advances from FHLB                                
|Accrued interest payable and other liabilities    
|                                                  
|Total liabilities                                 
|                                                  
|                                                  
|Shareholders' Equity                              
|Common stock                                      
|Additional paid-in-capital                        
|Retained earnings                                 
|Unearned ESOP shares                              
|Unamortized cost of recognition and retention plan
|Accumulated other comprehensive income            
|                                                  
|Total shareholders' equity                        
|                                                  
|Total liabilities and shareholders' equity        
|                                                  
|                                                  
|Book value per share                              
|                                                  
|                                                  
|See accompanying notes                            

|LSB FINANCIAL CORP.                                       
|----------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|(Dollars in thousands, except per share data)             
|(Unaudited)                                               
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|Interest Income                                           
|Loans, including related fees                             
|Available-for-sale securities                             
|FHLB stock                                                
|                                                          
|Total interest income                                     
|                                                          
|Interest Expense                                          
|Deposits                                                  
|Borrowings                                                
|                                                          
|Total interest expense                                    
|                                                          
|Net interest income                                       
|Provision for loan losses                                 
|                                                          
|Net interest income after provision for loan losses       
|                                                          
|Non-interest Income                                       
|Service charges and fees                                  
|Net gain on mortgage loans originated for sale            
|Gain on sale of securities                                
|Other                                                     
|                                                          
|Total non-interest income                                 
|                                                          
|Non-interest Expense                                      
|Salaries and benefits                                     
|Occupancy and equipment, net                              
|Computer service                                          
|Advertising                                               
|Other                                                     
|                                                          
|Total non-interest expense                                
|                                                          
|Income before income taxes                                
|Less: income taxes                                        
|                                                          
|Net income                                                
|                                                          
|                                                          
|Total Comprehensive Income                                
|                                                          
|                                                          
|Earnings per share (Note 3)                               
|Diluted Earnings per Share                                
|                                                          
|See accompanying notes                                    

|LSB FINANCIAL CORP.               
|----------------------------------
|CONSOLIDATED STATEMENTS OF CHANGES
|IN SHAREHOLDERS' EQUITY           
|(Dollars in thousands)            
|(Unaudited)                       
|                                  
|                                  
|Balance at January 1, 2001        
|Exercise of stock options         
|ESOP shares earned                
|RRP expense                       
|Retired RRP shares                
|Dividends paid                    
|Comprehensive income              
|Net income                        
|Change in unrealized gain/(loss)  
|Total comprehensive income        
|                                  
|Balance at June 30, 2001          
|                                  
|                                  
|                                  
|                                  
|Balance at January 1, 2002        
|Exercise of stock options         
|ESOP shares earned                
|RRP expense                       
|Dividends paid                    
|Comprehensive income              
|Net income                        
|Change in unrealized gain/(loss)  
|Total comprehensive income        
|                                  
|                                  
|Balance at June 30, 2002          
|                                  
|See accompanying notes            

|LSB FINANCIAL CORP.                                                       
|--------------------------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                                  
|(Dollars in thousands)                                                    
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash Flows from Operating Activities                                      
|Net Income                                                                
|Adjustments to reconcile net income to net  cash from operating activities
|Depreciation and amortization                                             
|Net amortization/(accretion) on securities                                
|Gain on sale of securities                                                
|Gain on sale of loans                                                     
|Loans originated for sale, net of sales proceeds                          
|Provision for loan losses                                                 
|Employee stock ownership plan shares earned                               
|Change in assets and liabilities                                          
|Accrued interest receivable and other assets                              
|Accrued interest payable and other liabilities                            
|                                                                          
|Net cash provided by operating activities                                 
|                                                                          
|Cash Flows from Investing Activities                                      
|Purchases of available-for-sale securities                                
|Proceeds from paydowns and maturities of  available-for-sale securities   
|Sales of available-for-sale securities                                    
|Purchase of Federal Home Loan Bank stock                                  
|Loans made to customers net of payments received                          
|Property and equipment expenditures                                       
|                                                                          
|Net cash (used in) provided by investing activities                       
|                                                                          
|Cash Flows from Financing Activities                                      
|Net change in deposits                                                    
|Proceeds from Federal Home Loan Bank advances                             
|Payments on Federal Home Loan Bank advances                               
|Dividends paid                                                            
|Stock options exercised                                                   
|                                                                          
|Net cash provided by financing activities                                 
|                                                                          
|Net change in cash and equivalents                                        
|Cash and equivalents at January 1                                         
|                                                                          
|                                                                          
|Cash and equivalents at June 30                                           
|                                                                          
|See accompanying notes                                                    



Note 1 - General

The financial statements were prepared in accordance with the instructions for Form 10-QSB and, therefore, do not include all of the disclosures necessary for a complete
presentation of financial position, results of operations and cash flows in conformity with
generally accepted accounting principles.  These interim financial statements have been
prepared on a basis consistent with the annual financial statements and include, in the
opinion of management, all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results of operations and financial position for and
at the end of such interim periods.

Note 2 - Principles of Consolidation

The accompanying financial statements include the accounts of LSB Financial Corp., its
wholly owned subsidiary Lafayette Savings Bank, FSB, and Lafayette Savings' wholly
owned subsidiaries, LSB Service Corporation and Lafayette Insurance and Investments,
Inc.  All significant intercompany transactions have been eliminated upon consolidation.

Note 3 - Earnings per share

Earnings per share are based upon the weighted average number of shares outstanding
during the period.  Diluted earnings per share further assume the issuance of any
potentially dilutive shares.   Unearned ESOP shares are not considered to be outstanding
for the earnings per share computation.  The following table presents information about the
number of shares used to compute earnings per share and the results of the computations:

|                                                                    | Quarter ended June 30, | Year-to-Date June 30,
|------------------------------------------------------------------- | ---------------------- | ---------------------
|                                                                    | **2002**               | **2001**             
|Weighted average shares
outstanding(excluding unearned ESOP shares) | 1,336,526              | 1,334,608            
|Shares used to compute dilutedearnings per share                    | 1,382,379              | 1,358,865            
|Earnings per share                                                  | $0.55                  | $0.41                
|Diluted earnings per share                                          | $0.53                  | $0.41                

Note 4 - New and proposed accounting standards:

A new accounting standard dealing with asset retirement obligations will apply for 2003.  The company does
not believe this standard will have a material effect on its financial position or results of operations.

Effective January 1, 2002, the Company adopted a new standard issued by the FASB on impairment and
disposal of long-lived assets.  The effect of this standard on the financial position and results of operations
of the Company was not material.

New accounting standards issued in 2001 require all business combinations to be recorded using the purchase
method of accounting for any transaction initiated after June 30, 2001.  Under the purchase method, all
identifiable tangible and intangible assets and liabilities of the acquired company must be recorded at fair
value at date of acquisition, and the excess of cost over fair value of net assets acquired is recorded as
goodwill.  Identifiable intangible asserts with finite useful lives will be amortized under the new standard,
whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being
amortized starting in 2002.  Annual impairment testing will be required for goodwill with impairment being
recorded if the carrying amount of goodwill exceeds its implied fair value.  Adoption of this standard on
January 1, 2002 did not have a material effect on the Company's financial statements.

**MANAGEMENT'S DISCUSSION OF RECENT OPERATING RESULTS**

All references in this quarterly report to "we," "us," "our," and the "Company" refer to LSB
Financial Corp. and/or Lafayette Savings Bank, FSB, as the context requires.

**Financial Condition**

***Comparison of Financial Condition at June 30, 2002 and December 31, 2001.*****

Our total assets increased $19.9 million during the six months from December 31, 2001 to
June 30, 2002.  This increase was primarily due to an $18.9 million increase in total loans, including
loans held for sale, consisting primarily of  loans on non-residential real estate and commercial business
loans. Management attributes the increased number of commercial borrowers refinancing to fixed
rate or balloon loan products and the influx of new real estate purchases or development projects to
the continuing low interest rate environment.  Available for sale securities increased $2.9 million as
short term investments and cash and due from banks were converted to higher yielding, longer term
investments.  The increase in assets was funded by a $10.4 million increase in deposits and an $8.0
million increase in Federal Home Loan Bank advances. Management attributes the growth of
deposits to its ongoing marketing efforts and to the appeal of the safety of bank deposits to investors
with funds in more volatile non-deposit investment products.   Shareholders' equity increased from
$23.4 million at December 31, 2001 to $24.7 million at June 30, 2002, an increase of $1.3 million
due primarily to net income, offset in part by the payment of a cash dividend.

Non-performing loans decreased from $2.7 million at December 31, 2001 to $2.5 million at
June 30, 2002.  The $2.5 million in non-performing loans at June 30, 2002 were comprised of $1.8
million of loans on 1-4 family residences, $593,000 in loans on land or commercial property,
$109,000 in commercial business loans, and $13,000 in consumer loans.  At June 30, 2002, our
allowance for loan losses equaled 0.57% of total loans compared to 0.53% at December 31, 2001,
and 60.1% of non-performing assets at June 30, 2002 compared to 52.3% at December 31, 2001.
We also had $28,000 in other real estate owned at June 30, 2002.  Although we believe we use the
best information available to determine the adequacy of our allowance for loan losses, future
adjustments to the allowance may be necessary, and net income could be significantly affected, if
circumstances and/or economic conditions cause substantial changes in the estimates we use in
making the determinations about the levels of the allowance for losses.  Additionally, various
regulatory agencies, as an integral part of their examination process, periodically review our
allowance for loan losses.  These agencies may require the recognition of additions to the allowance
based upon their judgements of information available at the time of their examination.

**Results of Operations**

***Comparison of Operating Results for the Six Months and the Quarter Ended June 30, 2002 and
June 30, 2001.***

***General.***	Net income for the six months ended June 30, 2002 was $1.4 million, an
increase of $360,000 or 33.80%, over the six months ended June 30, 2001.  This increase was
primarily due to a $570,000 increase in net interest income driven by better margins and a $237,000
increase in the gain on sale of loans due to the increased originations and refinancings of fixed rate
mortgage loans and the sale of such loans on the secondary market.  This increase was partially offset
by a $181,000 increase in noninterest expenses due largely to salaries and benefits associated with
the staffing of the bank's new branch office in May, 2001.

***Net Interest Income.*****  Net interest income for the six months ended June 30, 2002 increased
$570,000, or 13.36%, over the same period in 2001.  This increase was primarily rate driven. Net
interest income for the second quarter of 2002 increased $381,000, or 18.01%, compared to the same
period in 2001, also primarily due to rates.    While average interest-earning assets increased from
$276.1 million for the first six months of 2001 to $280.2  million for the first six months of 2002,
our net interest margin (net interest income divided by average interest-earning assets) increased
from 3.09% for the six months ended June 30, 2001 to 3.45% for the six months ended June 30,
2002.  Similarly while average interest-earning assets increased from $275.9 million for the second
quarter of 2001 to $283.9 million for the second quarter of 2002, our net interest margin increased
from 3.07% to 3.52% over the same period.  The increase in net interest margin is primarily the
result of the rapid decline in short term market interest rates in the second half of 2001 which
decreased the average rate paid on deposits from 5.09% for the six months ended June 30, 2001 to
3.78% for the six months ended June 30, 2002.

Interest income on loans decreased $946,000 or 9.11% for the six months ended June 30,
2002 compared to the same six months in 2001.  This decrease was primarily the result of a $2.4
million decrease in average loans outstanding due largely to borrowers continuing to take advantage
of relatively low market interest rates to refinance existing mortgages, often to fixed rate mortgage
loans which are typically sold in the secondary market, as well as a decrease in the average yield on
loans, from 8.35% for the first six months of 2001 to 7.51% for the first six months of 2002, due to
lower interest rates in the economy.	 Interest income on loans decreased $406,000 for the second
quarter of 2002 compared to the second quarter of 2001 due primarily to the reasons noted above.
Going forward, in order to ensure continued loan portfolio growth, we intend to begin limiting sales
of fixed rate loans as the demand for mortgage loan refinancing declines.

Interest earned on other investments and Federal Home Loan Bank stock decreased by
$161,000 for the six months ended June 30, 2002 compared to the same period in 2001.  This was
the result of a decrease in the average yield on the average balance of other investments and Federal
Home Loan Bank stock from 4.47% for the first six months of 2001 to 3.10% over the same period
in 2002, offset by an increase in average balances of $1.7 million.  The yield decrease was generally

due to the temporary increase in lower yielding short-term investments as the increase in deposits
and the funds received from the sale of fixed rate loans is held in short term investments until they
can be reinvested in longer term loans or investments.  Interest income on other investments and
Federal Home Loan Bank stock decreased $76,000 for the second quarter of 2002 compared to the
second quarter of 2001 due to a decrease in the average yield on the average balance of other
investments and Federal Home Loan Bank stock from 4.53% for the second quarter of 2001 to
3.30% over the same period in 2002, offset by an increase in average balances of $786,000.

Interest expense for the six months ended June 30, 2002 decreased $1.7 million, or 24.93%,
over the same period in 2001.  This decrease was primarily due to a decrease in the average rate paid
on interest bearing liabilities from 5.09% for the first six months of 2001 to 3.78% for the first six
months of 2002 and to a restructuring of the composition of average interest-bearing liabilities as a
$7.9 million increase in lower rate deposits allowed us to reduce the average balance in higher rate,
longer term Federal Home Loan Bank advances by $4.9 million.   Interest expense decreased
$863,000 for the second quarter of 2002 over the same period in 2001 primarily due to a decrease
in the average rate paid on average interest-bearing liabilities from 5.07% for the three month period
in 2001 to 3.67% for the same period in 2002, offset by a $7.0 million increase in average interest-bearing liabilities for same period.

***Provision for Loan Losses*****. 	We establish our provision for loan losses based on a
systematic analysis of risk factors in the loan portfolio.  The analysis includes consideration of
concentrations of credit, past loss experience, current economic conditions, the amount and
composition of the loan portfolio, estimated fair value of the underlying collateral, loan
commitments outstanding, delinquencies and industry standards.  From time to time, we also use the
services of a consultant to assist in the evaluation of our growing commercial loan portfolio**.** On at
least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed
by management and the Board of Directors.  This analysis serves as a point in time assessment of
the level of the allowance and serves as a basis for provisions for loan losses.

More specifically, our analysis of the loan portfolio will begin at the time the loan is
originated, when each loan is assigned a risk rating.  If the loan is a commercial credit, the borrower
will also be assigned a similar rating.  Loans that continue to perform as agreed will be included in
one of ten non-classified loan categories.   Portions of the allowance are allocated to loan portfolios
in the various risk grades, based upon a variety of factors including, historical loss experience, trends
in the type and volume of the loan portfolios, trends in delinquent and non-performing loans, and
economic trends affecting our market.  Loans no longer performing as agreed are assigned a lower
risk rating, eventually resulting in their being regarded as classified loans.  A collateral re-evaluation
form is completed on all classified loans.  This process results in the allocation of specific amounts
of the allowance to individual problem loans, generally based on an analysis of the collateral
securing those loans.  These components are added together and compared to the balance of our
allowance at the evaluation date.

Non-classified loan categories include first mortgage loans on the following types of
properties: one-to-four family owner occupied, one-to-four family non-owner occupied, multi family,
non-residential, land and land development, and construction.  Additional categories include: second
mortgage and home equity loans, unsecured commercial business loans, secured commercial
business loans, and consumer loans.

The provision for loan losses for the six months ended June 30, 2002 was $150,000
compared to $72,000 for the same period in 2001.  The increase in the provision in 2002 was based
on our analysis of our loan portfolios and was primarily due to the higher level of non-performing
assets at June 30, 2002 compared to June 30, 2001 and the overall growth of our loan portfolios,
particularly our commercial real estate loan portfolio.  Nonperforming loans increased from $1.8
million on June 30, 2001 to $2.5 million on June 30.

***Non-Interest Income*****.  Non-interest income for the six months ended June 30, 2002
increased by $249,000, or 29.54%, compared to the same period in 2001.  This was primarily due
to a $237,000 increase in the gain on the sale of mortgage loans in the secondary market**resulting
from the increased sales.  Non-interest income for the second quarter of 2002 increased by $52,000
over the same period in 2001, due primarily to the same reason set forth above.

***Non-Interest Expense.*****  **Non-interest expense for the six months ended June 30, 2002
increased $181,000 over the same period in 2001, due primarily to a $200,000 increase in salaries
and benefits and a $111,000 increase in occupancy expenses, relating to the opening of our fifth
office in May 2001.  These increases were offset in part by a $150,000 decrease in other expenses
resulting from management's success in instituting cost savings initiatives in an effort to improve
the bank's efficiency ratio, including bringing additional internal audit functions in-house, increased
collection efforts, settlement of stale-dated checks and duplicate checks, and centralized purchasing
and tracking of office supplies, among others.  Non-interest expense for the second quarter of 2002
increased by $45,000 over the same period in 2001, due largely to the matters mentioned above.

***Income Tax Expense.*****  Our income tax provision increased by $200,000 for the six months
ended June  30, 2002 compared to the six months ended June 30, 2001 and by $161,000 for the
second quarter of 2002 compared to the same period********in******2001 primarily due to the increase in income
before income taxes, somewhat offset by the effect of apportionment on state tax.******

***Liquidity.*****	Liquidity management is both a daily and long-term function for our senior
management. We adjust our investment strategy, within the limits established by the investment
policy, based upon assessments of expected loan demand, expected cash flows, Federal Home Loan
Bank advance opportunities, market yields and objectives of our asset/liability management program.
Base levels of liquidity have generally been invested in interest-earning overnight and time deposits
with the Federal Home Loan Bank of Indianapolis.  Funds for which a demand is not foreseen in the
near future are invested in investment and other securities for the purpose of yield enhancement and
asset/liability management.

Our current internal policy for liquidity, defined as cash and salable investment securities
with terms up to five years divided by deposits and  Federal Home Loan Bank advances with a
remaining maturity of one year or less,  is 6% to 8%. Our liquidity ratios at December 31, 2001 and
June 30, 2002 were 10.33% and 9.59%, respectively. We  expect the liquidity level to continue to
decline as short-term investment are used to repay  Federal Home Loan Bank advances or are used
to fund loans or purchase longer term investments.

***Capital Resources.*****   Shareholders' equity totaled $24.7 million at June 30, 2002 compared
to $23.4 million at December 31, 2000, an increase of $1.3 million or 5.54%, due to net income of
$1.4 million, offset by $294,000 of cash dividends paid to shareholders.

Federal insured savings institutions are required to maintain a minimum level of regulatory
capital.  If the requirement is not met, regulatory authorities may take legal or administrative actions,
including restrictions on growth or operations or, in extreme cases, seizure.  As of December 31,
2001 and June 30, 2002, Lafayette Savings Bank was categorized as well capitalized.  Our actual and
required capital amounts and ratios at December 31, 2001 and June 30, 2002 are presented below:

|                                                 | Actual                 | OTS
For CapitalAdequacyPurposes | FDIC
To Be WellCapitalized UnderCorrective ActionProvisions
|------------------------------------------------ | ---------------------- | ------------------------------- | -----------------------------------------------------------
|                                                 | Amount                 | Ratio                           | Amount                                                     
|                                                 | (Dollars in thousands)
|**As of December 31, 2001**                      |                        |                                 |                                                            
|Total Capital (to risk-weighted assets)          | $22,789                | 11.71%                          | $16,249                                                    
|Tier 1 (Core) Capital (to risk weighted assets)  | 22,357                 | 11.01%                          | 8,125                                                      
|Tier 1 (Core) Capital (to adjusted total assets) | 22,357                 | 7.95%                           | 11,268                                                     
|Tangible Capital (to adjusted assets)            | 22,357                 | 7.95%                           | 4,218                                                      
|                                                 |                        |                                 |                                                            
|**As of June 30, 2002**                          |                        |                                 |                                                            
|Total Capital (to risk-weighted assets)          | $25,184                | 11.13%                          | $18,102                                                    
|Tier 1 (Core) Capital (to risk weighted assets)  | 23,702                 | 10.47%                          | 9,051                                                      
|Tier 1 (Core) Capital (to adjusted total assets) | 23,702                 | 7.88%                           | 12,027                                                     
|Tangible Capital (to adjusted assets)            | 23,702                 | 7.88%                           | 4,510                                                      

**DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS**

This document, including information included or incorporated by reference, contains, and
future filings by LSB Financial on Form 10-KSB, Form 10-QSB and Form 8-K and future oral and
written statements by LSB Financial and our management may contain, forward-looking statements
about LSB Financial and its subsidiaries which we believe are within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements include, without
limitation, statements with respect to anticipated future operating and financial performance, growth
opportunities, interest rates, cost savings and funding advantages expected or anticipated to be
realized by management.  Words such as  "may", "could", "should", "would", "believe",
"anticipate", "estimate", "expect", "intend", "plan" and similar expressions are intended to identify
forward-looking statements.  Forward-looking statements by LSB Financial and its management are
based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of
management and are not guarantees of future performance.  We disclaim any obligation to update
or revise any forward-looking statements based on the occurrence of future events, the receipt of new
information or otherwise.  The important factors we discuss below and elsewhere in this document,
as well as other factors discussed under the caption "Management's Discussion of Recent Operating
Results" in this document and identified in our filings with the SEC and those presented elsewhere

by our management from time to time, could cause actual results to differ materially from those
indicated by the forward-looking statements made in this document:

The following factors, many of which are subject to change based on various other factors
beyond our control, could cause our financial performance to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward-looking statements:

- the strength of the United States economy in general and the strength of the local
economies in which we conduct our operations;
- the effects of, and changes in, trade, monetary and fiscal policies and laws; including
interest rate policies of the Federal Reserve Board;
- inflation, interest rate, market and monetary fluctuations;
- the timely development of and acceptance of our new products and services of
Lafayette Savings and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to competitors' products
and services;
- the willingness of users to substitute our products and services for the products and
services of our competitors;
- the  success of Lafayette Savings in gaining regulatory approval of its products and
services, when required;
- the impact of changes in financial services' laws and regulations (including laws
concerning taxes, banking, securities and insurance);
- the impact of technological changes;
- acquisitions;
- changes in consumer spending and saving habits; and
- our success at managing the risks involved in the foregoing.

**PART II - OTHER INFORMATION**

Item 1.  LEGAL PROCEEDINGS

The Company, from time to time, is involved as plaintiff or defendant in various legal actions arising in the normal course of business.  While the ultimate outcome of these proceedings cannot be predicted with certainty, it is the opinion of management, after consultation with counsel representing the Company in the proceedings, that the resolution of any prior and pending proceedings should not have a material effect on the Company or the Bank's financial condition or results of operations.

Item 2.  CHANGES IN SECURITIES

None to be reported.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None to be reported.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)	On April 17, 2002, LSB Financial Corp. held its Annual Meeting of Stockholders
("Meeting").

(b)	The directors who were elected at the Meeting are as follows: Thomas R. McCully;
Peter Neisel; Jeffrey A. Poxon; and Mary Jo David.

The directors whose terms continued after the Meeting are as follows: James A.
Andrew; Randolph F. Williams; Philip W. Kemmer; Harry A. Dunwoody; Mariellen M. Neudeck;
and Charles W. Shook.

(c)	Stockholders of the Company voted on the following matters at the meeting.

Election of the following persons as directors of the Company for terms of three years:

|                  | VotesFor  | VotesWithheld
|----------------- | --------- | -------------
|Thomas R. McCully | 1,191,953 | 13,462       
|Peter Neisel      | 1,191,788 | 13,627       
|Jeffery A. Poxon  | 1,191,346 | 14,067       
|Mary Jo David     | 1,189,806 | 15,609       

|                                                                                                                                   | VotesFor  | VotesAgainst | Abstentions | BrokerNon-votes
|---------------------------------------------------------------------------------------------------------------------------------- | --------- | ------------ | ----------- | ---------------
|Ratification ofthe appointmentof Crowe, Chizekand Company LLPas auditors of theCompany for thefiscal year endingDecember 31, 2002. | 1,192,187 | 11,120       | 2,108       | -0-            

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

See Exhibit Index

(b)   Reports on Form 8-K

None to be reported.****

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      |  | LSB FINANCIAL CORP.     (Registrant)                                                     
|--------------------- |  | -----------------------------------------------------------------------------------------
|Date  August 12, 2002 |  | /S/RANDOLPH F. WILLIAMS     Randolph F. Williams, President(Principal Executive Officer) 
|Date  August 12, 2002 |  | /S/MARY JO DAVID     Mary Jo David, Treasurer(Principal Financial and Accounting Officer)

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby
certifies in his capacity as an officer of LSB Financial Corp. (the "Company") that the Quarterly
Report of the Company on Form 10-Q[SB] for the quarterly period ended June 30, 2002 fully
complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the
information contained in such report fairly presents, in all material respects, the financial condition
and results of operations of the Company as of the dates and for the periods presented in the financial
statements included in such report.

|Date  August 12, 2002 |  | /S/RANDOLPH F. WILLIAMS     Randolph F. Williams, President(Principal Executive Officer) 
|--------------------- |  | -----------------------------------------------------------------------------------------
|Date  August 12, 2002 |  | /S/MARY JO DAVID     Mary Jo David, Treasurer(Principal Financial and Accounting Officer)

**INDEX TO EXHIBITS**

|RegulationS-K ExhibitNumber | Document                                                                                                                                                                                                                                 
|--------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           
|3.1                         | Registrant's Articles of Incorporation, filed on September 21, 1994, as an exhibit to
Registrant's Registration Statement on Form S-1 (File No. 33-84266), are incorporated
by reference.                                                
|3.2                         | Registrant's Bylaws, as amended and restated, filed as Exhibit 3.2 to Registrant's Report
on Form 10-KSB for the fiscal year ended December 31, 2001 (File No. 0-25070), is
incorporated herein by reference.                            
|4                           | Registrant's Specimen Stock Certificate, filed on September 21, 1994 as exhibits to
Registrant's Registration Statement on Form S-1 (File No. 33-84266), is incorporated by
reference.                                                   
|10.1                        | Registrant's 1995 Stock Option and Incentive Plan, filed on July 11, 1995 as Appendix
A to  Registrant's  Proxy Statement on Schedule 14A (File No. 0-25070), is incorporated
herein by reference.                                       
|10.2                        | Severance Agreement by and between the Registrant's operating subsidiary and John W.
Corey, filed on September 21, 1994 as exhibits to Registrant's Registration Statement on
Form S-1 (File No. 33-84266), is incorporated by reference.
|10.3                        | Registrant's 1995 Recognition and Retention Plan, filed on July 11, 1995 as Appendix B
to  Registrant's  Proxy Statement on Schedule 14A (File No. 0-25070), is incorporated
herein by reference.                                        
|11                          | Statement re computation of per share earnings