SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

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FORM 10-QSB

|[X]  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ---------------------------------------------------------------------------------
|     | For the quarterly period ended March 31, 2004                                    
|[  ] | 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 of
Incorporation or organization)       |  | 35-1934975
(I.R.S. Employer
Identification 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 MAY 12, 2004
|-------------------------------------- |  | ---------------------------
|Common stock, par value $.01 per share |  | 1,363,176                  

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

LSB FINANCIAL CORP.

INDEX

|PART I.                                                    | FINANCIAL INFORMATION                                                                     | 1   
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|Item 1.                                                    | Financial Statements (Unaudited)                                                          | 1   
|Consolidated Balance Sheets                                | 1                                                                                        
|Consolidated Statements of 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 and Analysis of Financial Condition and
    Results of Operations | 7-13
|Item 3.                                                    | Controls and procedures                                                                   | 14  
|PART II.                                                   | OTHER INFORMATION                                                                         | 15  
|                                                           | SIGNATURES                                                                                | 16  
|                                                           | EXHIBIT INDEX                                                                             | 17  

|LSB FINANCIAL CORP.
CONSOLDATED BALANCE SHEETS
(Dollars in thousands)
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|                                                                     
|Assets                                                               
|                                                                     
|Cash and due from banks                                              
|Short-term investments                                               
|                                                                     
|Cash and cash equivalents                                            
|                                                                     
|Securities available-for-sale                                        
|Loans held for sale                                                  
|Total loans                                                          
|Less: Allowance for loan losses                                      
|                                                                     
|Net loans                                                            
|                                                                     
|Premises and equipment, net                                          
|FHLB stock, at cost                                                  
|Bank owned life insurance                                            
|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 (shareholder's equity) per share                          
|                                                                     
|See accompanying notes                                               

|LSB FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|Interest Income                                                                                                
|Loans, including related fees                                                                                  
|Securities available-for-sale                                                                                  
|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                                                            
|                                                                                                               
|Noninterest Income                                                                                             
|Service charges and fees                                                                                       
|Net gain on mortgage loans originated for sale                                                                 
|Gain on sale of securities                                                                                     
|Other income                                                                                                   
|                                                                                                               
|Total noninterest income                                                                                       
|                                                                                                               
|Noninterest Expense                                                                                            
|Salaries and benefits                                                                                          
|Occupancy and equipment, net                                                                                   
|Computer service                                                                                               
|Advertising                                                                                                    
|Other                                                                                                          
|                                                                                                               
|Total noninterest expense                                                                                      
|                                                                                                               
|Income before income taxes                                                                                     
|Less: income taxes                                                                                             
|                                                                                                               
|Net income                                                                                                     
|                                                                                                               
|                                                                                                               
|Earnings per share                                                                                             
|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, 2003                                                                                       
|Exercise of stock options                                                                                        
|ESOP shares earned                                                                                               
|RRP expense                                                                                                      
|Treasury stock acquired and retired                                                                              
|Dividends paid                                                                                                   
|Comprehensive income                                                                                             
|Net income                                                                                                       
|Change in unrealized gain/(loss)                                                                                 
|Total comprehensive income                                                                                       
|                                                                                                                 
|Balance at March 31, 2003                                                                                        
|                                                                                                                 
|                                                                                                                 
|Balance at January 1, 2004                                                                                       
|Exercise of stock options                                                                                        
|ESOP shares earned                                                                                               
|RRP expense                                                                                                      
|Treasury stock acquired and retired                                                                              
|Dividends paid                                                                                                   
|Comprehensive income                                                                                             
|Net income                                                                                                       
|Change in unrealized gain/(loss)                                                                                 
|Total comprehensive income                                                                                       
|                                                                                                                 
|Balance at March 31, 2004                                                                                        
|                                                                                                                 
|See accompanying notes                                                                                           

|LSB FINANCIAL CORP.
CONSOLIDATED 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                                                                                
|Net amortization/(accretion) on securities                                                  
|Provision for loan losses                                                                   
|Gain on sale of securities                                                                  
|Federal Home Loan Bank stock dividend                                                       
|Employee stock ownership plan shares earned                                                 
|Change in assets and liabilities                                                            
|Loans originated for sale, net of sales proceeds                                            
|Accrued interest receivable and other assets                                                
|Accrued interest payable and other liabilities                                              
|                                                                                            
|Net cash from operating activities                                                          
|                                                                                            
|Cash Flows from Investing Activities                                                        
|Proceeds from paydowns and maturities of
      securities available-for-sale                
|Purchases of securities available-for-sale                                                  
|Proceeds from sales of securities available-for-sale                                        
|Purchase of Federal Home Loan Bank stock                                                    
|Loans made to customers net of payments received                                            
|Purchase of life insurance policies                                                         
|Purchase of premises and equipment                                                          
|                                                                                            
|Net cash from 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                                                                     
|Repurchase of stock                                                                         
|                                                                                            
|Net cash from financing activities                                                          
|                                                                                            
|Net change in cash and equivalents                                                          
|Cash and equivalents at January 1                                                           
|                                                                                            
|                                                                                            
|Cash and equivalents at March 31                                                            
|                                                                                            

See accompanying notes

LSB FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004

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 accounting principles generally accepted in the United States of America. 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.

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

|                                                                                    | 2004 | 2003
|----------------------------------------------------------------------------------- | ---- | ----
|Net income as reported                                                              | $720 | $785
|Deduct: Stock-based compensation expense   determined under fair value based method | (4)  | (6) 
|Pro forma net income                                                                | 716  | 779 
|                                                                                    |      |     
|Basic earnings per share as reported                                                | .54  | .59 
|Pro forma basic earnings per share                                                  | .54  | .59 
|Diluted earnings per share as reported                                              | .52  | .57 
|Pro forma diluted earnings per share                                                | .52  | .57 

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 March 31
|------------------------------------------------------------------- | ----------------------
|                                                                    | **2004**              
|Weighted average shares outstanding(excluding unearned ESOP shares) | 1,331,799             
|Shares used to compute dilutedearnings per share                    | 1,392,839             
|Earnings per share                                                  | $0.54                 
|Diluted earnings per share                                          | $0.52                 

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

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 March 31, 2004 and December 31, 2003.***

Our total assets increased $12.9 million or 4.04% during the three months from December 31, 2003 to March 31, 2004. This increase was primarily due to a $9.4 million increase in total net loans.
Management attributes the increase in loans primarily to rising interest rates to which borrowers' responded by selecting lower rate, adjustable rate mortgage products which we keep in our portfolio.
The increase in assets was funded by a $11.8 million increase in deposits. Management attributes the increase in deposits to its success in attracting borrowers to its CD products as well as to the
purchase of brokered deposits as needed to provide funding or to improve our interest rate risk position. Shareholders' equity increased from $27.7 million at December 31, 2003 to $28.4 million at
March 31, 2004, an increase of $630,000, due primarily to net income, offset in part by the payment of a cash dividend.

Non-performing assets, which include non-accruing loans, accruing loans 90 days past due and foreclosed assets, increased from $4.6 million at December 31, 2003 to $5.6 million at March 31, 2004.
Non-performing loans at March 31, 2004 consisted of $2.7 million of loans on residential real estate, $2.2 million of loans on land or commercial property, $112,000 of commercial business loans and
$67,000 of non-accruing consumer loans. Non-performing assets also include $666,000 in foreclosed assets. At March 31, 2004, our allowance for loan losses equaled 0.92% of total loans (including
loans held for sale) compared to 1.10% at December 31, 2003. Non-performing assets as a percentage of the allowance for loan losses at March 31, 2004 totaled 47.24% compared to 67.55% at December 31,
2003, and 53.19% of non-performing loans at March 31, 2004 compared to 72.96% at December 31, 2003. Our non-performing assets equaled 1.70% of total assets at March 31, 2004 compared to 1.44% at
December 31, 2003. Non-performing assets totaling $570,000 were charged off in the first three months of 2004. These charge offs were largely covered by existing reserves and there was no need for
additional provisions to the allowance for the amounts charged off. 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 Three Months Ended March 31, 2004 and March 31, 2003.***

***General.*** Net income for the three months ended March 31, 2004 was $720,000, a decrease of $65,000 or 8.28%, over the three months ended March 31, 2003. This decrease was primarily due to a $437,000 decrease in the gain on sale of loans due to the decreased originations and refinancings of fixed- rate mortgage loans and the sale of such
loans on the secondary market caused by an increase in mortgage rates. This decrease was partially offset by a $198,000 increase in other non-interest income, a
$125,000 decrease in the provision for loan losses, a $53,000 decrease in non-interest expenses, and a $38,000 decrease in taxes on income.

***Net Interest Income.*** Net interest income for the three months ended March 31, 2004 decreased $42,000, or 1.55%, over the same period in 2003. This decrease was primarily
due to lower yields on interest earning assets, which have repriced. Our net interest margin (net interest income divided by average interest-earning assets) decreased
from 3.59% for the three months ended March 31, 2003 to 3.42% for the three months ended March 31, 2004. The decrease in net interest margin is primarily the result of the sustained period of
low market interest rates which decreased the average rate earned on interest earning assets from 6.61% for the three months ended March 31, 2003 to 5.98% for the three months ended March 31, 2004.
The decrease in the net interest margin was partially offset by a $9.9 million increase in average balance of interest earning assets.

Interest income on loans decreased $298,000 or 6.22% for the three months ended March 31, 2004 compared to the same three months in 2003. This decrease was the result
of a decrease in the average yield on loans from 7.17% for the first three months of 2003 to 6.34% for the first three months of 2004, due to lower interest rates in the economy, partially offset by
a $16.3 million increase in average loans outstanding. The increase in the loan portfolio was due largely to borrowers continuing to take advantage of relatively low market interest rates to
refinance existing mortgages and initiate other real estate related purchases. The increase in interest rates triggered interest in lower rate, adjustable rate mortgage products which we typically
hold in our loan portfolio.

Interest earned on other investments and Federal Home Loan Bank stock decreased by $28,000 for the three months ended March 31, 2004 compared to the same period in
2003. This was the result of a decrease in average balances of $6.5 million partially offset by an increase in the average yield on the average balance of other investments and Federal Home Loan Bank
stock from 2.26% for the first three months of 2003 to 2.38% over the same period in 2004. The yield increase was generally due to the decrease in lower yielding short-term investments as those funds
were reinvested into longer term loans or investments.

Interest expense for the three months ended March 31, 2004 decreased $284,000, or 12.47%, over the same period in 2003. This decrease was due to a decrease in the
average rate paid on interest bearing liabilities from 3.17% for the first three months of 2003 to 2.68% for the first three months of 2004 despite a $10.3 million increase in average
interest-bearing liabilities. Additionally

some Federal Home Loan Bank advances matured and were replaced with Federal Home Loan Bank advances with a lower cost.

***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, delinquencies and industry standards. 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.

Our analysis of the loan portfolio begins 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 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 three months ended March 31, 2004 was $125,000 compared to $250,000 for the same period in 2003. The decrease in the provision in
2004 was based on our analysis of our loan portfolios which led us to believe the lower provision would be adequate to absorb probable incurred losses in the loan portfolio. At March 31, 2004 our
allowance for losses equaled 0.93% of net loans receivable and 53.19% of non-performing loans compared to 1.12% and 72.96% at December 31, 2003, respectively.

***Non-Interest Income***. Non-interest income for the three months ended March 31, 2004 decreased by $239,000, or 31.74%, compared to the same period in 2003. This was
primarily due to a $437,000 decrease in the gain on the sale of mortgage loans in the secondary market resulting from decreased sales due to the rising interest rate environment beginning in the
fourth quarter of 2003. This decrease was partially offset by a $198,000 increase in other income, primarily the result of a $179,000 increase in mortgage loan servicing
fees. This increase was caused by a $151,000

decrease in the amortization and write down of mortgage servicing rights and a $28,000 increase in servicing fees on our loan servicing portfolio.
Mortgage servicing rights represent the allocated value of servicing rights retained on loans sold. The value is the net present value of the expected servicing fee income over the life of a loan and
is recorded at the time the loan is sold. It is amortized to expense over the expected life of the loan and offsets the monthly service fee recorded in other income. Management monitors the
prepayment of sold loans and adjusts the amortization of the originated servicing right asset to recognize the repayment and prepayment of sold loans and to assure that the balance does not exceed
the expected fair value of the servicing right asset. Amortization and write downs on servicing rights was $151,000 less during the first three months of 2004 compared to 2003 due to decreased
prepayments and an increase in the fair value of servicing rights. The fair market value of servicing rights increased due to the rising interest rate environment beginning in the last quarter of
2003, as the expected life of the servicing asset increased as borrowers become less likely to refinance their mortgages.

***Non-Interest Expense.*** Non-interest expense for the three months ended March 31, 2004 decreased $53,000 over the same period in 2003, due
primarily to a $23,000 decrease in salaries, primarily commissions payable on loan origination and processing activity, and a $43,000 decrease in
advertising.

***Income Tax Expense.*** Our income tax provision decreased by $38,000 for the three months ended March 31, 2004
compared to the three months ended March 31, 2003 primarily due to the decrease in income before income taxes.

***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 requires minimum liquidity of 6.0% of total assets. Liquidity is 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. Our liquidity ratios at December 31, 2003 and March 31, 2004 were 7.44% and 9.49%, respectively compared to
a regulatory liquidity base, and 5.26% and 6.76% compared to total assets at the end of each period.

We anticipate that we will have sufficient funds available to meet current funding commitments. At March 31, 2004, we had outstanding commitments to originate loans and available lines of credit
totaling $91.7 million and commitments to provide funds to complete current construction projects in the amount of $10.5 million. In addition we had commitments to sell $6.8

million of fixed rate
residential loans. Certificates of deposit which will mature in one year or less at March 31, 2004 totaled $71.4 million. Based on our experience, our certificates of deposit have been a relatively
stable source of long-term funds as such certificates are generally renewed upon maturity since we have established long-term banking relationships with our customers. Therefore, we believe a
significant portion of such deposits will remain with us, although this cannot be assured. At March 31, 2004, $26.7 million of our deposits were in brokered deposits, $700,000 of which will mature in
one year or less. These deposits can be expected not to renew at maturity and will have to be replaced with other funding upon maturity. We also have $13.5 million of Federal Home Loan Bank advances
maturing in the next twelve months.

***Capital Resources.*** Shareholders' equity totaled $28.4 million at March 31, 2004 compared to $27.7 million at December 31, 2003, an increase of $630,000 or 2.27%, due
primarily to net income of $720,000, offset by $197,000 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, 2003 and March 31, 2004,
Lafayette Savings Bank was categorized as well capitalized. Our actual and required capital amounts and ratios at December 31, 2003 and March 31, 2004 are presented below:

|                                                 | Actual                 | OTSFor CapitalAdequacyPurposes | FDICTo Be WellCapitalized UnderCorrective Action Provisions
|------------------------------------------------ | ---------------------- | ------------------------------ | -----------------------------------------------------------
|                                                 |                       
|                                                 | Amount                 | Ratio                          | Amount                                                     
|                                                 | (Dollars in thousands)
|**As of March 31, 2004**                         |                        |                                |                                                            
|Total Capital (to risk-weighted assets)          | $29,968                | 11.84%                         | $20,247                                                    
|Tier 1 (Core) Capital (to risk weighted assets)  | 27,655                 | 10.93%                         | 10,124                                                     
|Tier 1 (Core) Capital (to adjusted total assets) | 27,655                 | 8.32%                          | 9,967                                                      
|Tangible Capital (to adjusted assets)            | 27,655                 | 8.32%                          | 4,986                                                      
|**As of December 31, 2003**                      |                        |                                |                                                            
|Total Capital (to risk-weighted assets)          | $29,348                | 12.10%                         | $19,408                                                    
|Tier 1 (Core) Capital (to risk weighted assets)  | 26,830                 | 11.06%                         | 9,704                                                      
|Tier 1 (Core) Capital (to adjusted total assets) | 26,830                 | 8.40%                          | 9,577                                                      
|Tangible Capital (to adjusted assets)            | 26,830                 | 8.40%                          | 4,789                                                      

**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;
- financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates;
- 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 competitors' products and services for our products and services;
- the impact of changes in financial services' laws and regulations (including laws concerning taxes, accounting standards, 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.

**Item 3. CONTROLS AND PROCEDURES**.

An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the "Act")), as of March 31, 2004, was carried out under
the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures currently in effect are effective in ensuring that the information required to be
disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial
Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in our internal control
over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended March 31, 2004, that has materially affected, or is reasonably likely to affect, our internal
control over the financial reporting.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct
any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's
business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to
modify its disclosure controls and procedures.

**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 AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY 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

None to be reported.

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 May 13, 2004 |  | /S/RANDOLPH F. WILLIAMSRandolph F. Williams, President(Principal Executive Officer) 
|Date May 13, 2004 |  | /S/MARY JO DAVIDMary Jo David, Treasurer(Principal Financial and Accounting Officer)

**INDEX TO EXHIBITS**

|RegulationS-K ExhibitNumber | Document                                                                                                                                                                                                                                         
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           
|                           
|                           
|3.1                         | Registrant's Articles of Incorporation, filed on March 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, 2002 (File No.
0-25070), is incorporated herein by reference.                                    
|4                           | Registrant's Specimen Stock Certificate, filed on March 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                        | 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.                                                  
|10.3                        | Employment Agreement by and between the Registrant and Randolph F. Williams, filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001 (File No. 0-25070), is incorporated by reference.
|11                          | Statement re computation of per share earnings                                                                                                                                                                                                   
|31.1                        | Rule 13(a)-14(a) Certification (Chief Executive Officer)                                                                                                                                                                                         
|31.2                        | Rule 13(a)-14(a) Certification (Chief Financial Officer)                                                                                                                                                                                         
|32                          | Section 1350 Certifications