----

----

|                                                               |                                                                                                    |
|--------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| x                                                                  | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934  |
| For      the quarterly period ended: September 30,      2008  |
| or                                                                 |
|                                                               |                                                                                                    |
| o                                                                  | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934      |

|   |                          |   |
|--------|-------------------------------|--------|
|   | 000-53370                     |   |
|   | (Commission      File Number) |   |

|   | Auburn      Bancorp, Inc.                                   |   |
|--------|-------------------------------------------------------------|--------|
|   | (Exact      name of registrant as specified in its charter) |   |

| United      States                |   | 26-2139168               |
|-----------------------------------|--------|--------------------------|
| (State      or other jurisdiction |   | (IRS      Employer       |
| of      incorporation)            |   | Identification      No.) |

|   | 256      Court Street, P.O. Box 3157, Auburn, Maine 04212  |   |
|--------|------------------------------------------------------------|--------|
|   | (Address      and zip code of principal executive offices) |   |

|   | (207)      782-0400                                             |   |
|--------|-----------------------------------------------------------------|--------|
|   | (Registrant’s      telephone number, including area code) |   |

|   | None                                                                                         |   |
|--------|----------------------------------------------------------------------------------------------|--------|
|   | (Former      name, former address and former fiscal year, if changed since last      report) |   |

|   |                           |                             |
|--------|--------------------------------|----------------------------------|
|   | Large      accelerated filer o | Accelerated      filer o    |
|   | Non-accelerated      filer o   | Smaller      reporting company x |

----

----

|                                           |                                                                                                                                               |   |
|------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                           |                                                                                                                                               | Page   |
|                                           |                                                                                                                                               |
| PART      I. FINANCIAL INFORMATION (Unaudited) |
|                                           |                                                                                                                                               |   |
| Item      1.                                   | Financial      Statements                                                                                                                          |   |
|                                           |                                                                                                                                               |   |
|                                           | Consolidated      Balance Sheets as of September 30, 2008 (Unaudited) and June 30,      2008                                                       | 3      |
|                                           |                                                                                                                                               |   |
|                                           | Consolidated      Statements of Income for the Three Months Ended September 30, 2008 and      2007 (Unaudited)                                     | 4      |
|                                           |                                                                                                                                               |   |
|                                           | Consolidated      Statements of Changes in Stockholders’ Equity for the Three Months Ended      September      30, 2008 and 2007 (Unaudited) | 5      |
|                                           |                                                                                                                                               |   |
|                                           | Consolidated      Statements of Cash Flows for the Three Months Ended September 30, 2008 and      2007 (Unaudited)                                 | 6      |
|                                           |                                                                                                                                               |   |
|                                           | Notes      to Consolidated Financial Statements (Unaudited)                                                                                        | 7      |
|                                           |                                                                                                                                               |   |
| Item      2.                                   | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations                                              | 10     |
|                                           |                                                                                                                                               |   |
| Item      3.                                   | Quantitative      and Qualitative Disclosures About Market Risk                                                                                    | 16     |
|                                           |                                                                                                                                               |   |
| Item      4.                                   | Controls      and Procedures                                                                                                                       | 16     |
|                                           |                                                                                                                                               |   |
| PART      II. OTHER INFORMATION                |
|                                           |                                                                                                                                               |   |
| Item      1.                                   | Legal      Proceedings                                                                                                                             | 17     |
|                                           |                                                                                                                                               |   |
| Item      2.                                   | Unregistered      Sales of Equity Securities and Use of Proceeds                                                                                   | 17     |
|                                           |                                                                                                                                               |   |
| Item      3.                                   | Defaults      Upon Senior Securities                                                                                                               | 17     |
|                                           |                                                                                                                                               |   |
| Item      4.                                   | Submission      of Matters to a Vote of Security Holders                                                                                           | 17     |
|                                           |                                                                                                                                               |   |
| Item      5.                                   | Other      Information                                                                                                                             | 17     |
|                                           |                                                                                                                                               |   |
| Item      6.                                   | Exhibits                                                                                                                                           | 18     |
|                                           |                                                                                                                                               |   |
|                                           | Signatures                                                                                                                                         | 19     |

----

|                                                                                                                                                                    |   |                   |       |   |              |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|------------|--------|-------------------|--------|
|                                                                                                                                                                    |   | September      30,2008 |       |   | June      30,2008 |   |
|                                                                                                                                                                    |   | (Unaudited)            |       |   |              |   |
| ASSETS                                                                                                                                                                  |   |                   |       |   |              |   |
| Cash      and due from banks                                                                                                                                            |   | $                      | 1,399,308  |   |              | $      | 1,782,970 |   |
| Interest-bearing      deposits                                                                                                                                          |   |                   | 1,330,789  |   |              |   | 229,517 |   |
| Total      cash and cash equivalents                                                                                                                                    |   |                   | 2,730,097  |   |              |   | 2,012,487 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Certificates      of deposit                                                                                                                                            |   |                   | 2,453,051  |   |              |   | 2,257,504 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Investment      securities available for sale                                                                                                                           |   |                   | 1,332,623  |   |              |   | 1,433,732 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Federal      Home Loan Bank stock, at cost                                                                                                                              |   |                   | 901,100    |   |              |   | 901,100 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Loans                                                                                                                                                                   |   |                   | 58,586,424 |   |              |   | 57,021,649 |   |
| Less      allowance for loan losses                                                                                                                                     |   |                   | (364,124   | )      |              |   | (345,550 | ) |
| Net      loans                                                                                                                                                          |   |                   | 58,222,300 |   |              |   | 56,676,099 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Property      and equipment, net                                                                                                                                        |   |                   | 1,938,163  |   |              |   | 1,945,233 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Foreclosed      real estate                                                                                                                                             |   |                   | 224,732    |   |              |   | 87,383 |   |
| Accrued      interest receivable:                                                                                                                                       |   |                   |       |   |              |   |   |   |
| Investments                                                                                                                                                             |   |                   | 35,480     |   |              |   | 23,725 |   |
| Mortgage-backed      securities                                                                                                                                         |   |                   | 1,892      |   |              |   | 2,034 |   |
| Loans                                                                                                                                                                   |   |                   | 255,887    |   |              |   | 249,547 |   |
| Prepaid      expenses and other assets                                                                                                                                  |   |                   | 196,371    |   |              |   | 710,448 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Total      assets                                                                                                                                                       |   | $                      | 68,291,696 |   |              | $      | 66,299,292 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ EQUITY                                                                                                                         |   |                   |       |   |              |   |   |   |
| Liabilities:                                                                                                                                                            |   |                   |       |   |              |   |   |   |
| Deposits                                                                                                                                                                |   | $                      | 47,327,779 |   |              | $      | 46,073,155 |   |
| Federal      Home Loan Bank advances                                                                                                                                    |   |                   | 14,900,000 |   |              |   | 15,350,000 |   |
| Accrued      interest and other liabilities                                                                                                                             |   |                   | 165,349    |   |              |   | 269,752 |   |
| Deferred      income taxes                                                                                                                                              |   |                   | 78,336     |   |              |   | 88,786 |   |
| Total      liabilities                                                                                                                                                  |   |                   | 62,471,464 |   |              |   | 61,781,693 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Stockholders’      equity:                                                                                                                                        |   |                   |       |   |              |   |   |   |
| Preferred      stock, 1,000,000 shares authorized, no shares outstanding                                                                                                |   |                   | —    |   |              |   | — |   |
| Common      stock, $.01 par value per share, 10,000,000 shares authorized, 503,284      shares issued and outstanding at September 30, 2008, none at June 30,      2008 |   |                   | 5,033      |   |              |   | — |   |
| Additional      paid-in-capital                                                                                                                                         |   |                   | 1,471,148  |   |              |   | — |   |
| Retained      earnings                                                                                                                                                  |   |                   | 4,570,730  |   |              |   | 4,566,433 |   |
| Accumulated      other comprehensive loss                                                                                                                               |   |                   | (55,505    | )      |              |   | (48,834 | ) |
| Unearned      compensation (ESOP shares)                                                                                                                                |   |                   | (171,174   | )      |              |   | — |   |
| Total      stockholders’ equity                                                                                                                                   |   |                   | 5,820,232  |   |              |   | 4,517,599 |   |
|                                                                                                                                                                    |   |                   |       |   |              |   |   |   |
| Total      liabilities and stockholders’ equity                                                                                                                   |   | $                      | 68,291,696 |   |              | $      | 66,299,292 |   |

----

|                                                                      |   |                                  |      |   |   |   |
|---------------------------------------------------------------------------|--------|---------------------------------------|-----------|--------|--------|--------|
|                                                                      |   | Three      Months Ended September 30, |      |
|                                                                      |   | 2008                                  |      |   | 2007   |   |
|                                                                      |   | (Unaudited)                           |      |
| Interest      and dividend income:                                        |   |                                  |      |   |   |   |
| Interest      on loans                                                    |   | $                                     | 975,923   |   |   | $      | 926,169 |   |
| Interest      on investments and other interest-bearing deposits          |   |                                  | 48,492    |   |   |   | 66,512 |   |
| Dividends      on Federal Home Loan Bank stock                            |   |                                  | 6,833     |   |   |   | 14,603 |   |
| Total      interest and dividend income                                   |   |                                  | 1,031,248 |   |   |   | 1,007,284 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Interest      expense:                                                    |   |                                  |      |   |   |   |   |   |
| Interest      on deposits and escrow accounts                             |   |                                  | 349,963   |   |   |   | 436,247 |   |
| Interest      on Federal Home Loan Bank advances                          |   |                                  | 191,037   |   |   |   | 175,567 |   |
| Total      interest expense                                               |   |                                  | 541,000   |   |   |   | 611,814 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Net      interest income                                                  |   |                                  | 490,248   |   |   |   | 395,470 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Provision      for (recovery of) loan losses                              |   |                                  | 18,574    |   |   |   | (2,512 | ) |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Net      interest income after provision for (recovery of) loan    losses |   |                                  | 471,674   |   |   |   | 397,982 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Non-interest      income:                                                 |   |                                  |      |   |   |   |   |   |
| Net      gain on sales of loans                                           |   |                                  | 2,455     |   |   |   | 4,644 |   |
| Other      non-interest income                                            |   |                                  | 19,949    |   |   |   | 31,592 |   |
| Total      non-interest income                                            |   |                                  | 22,404    |   |   |   | 36,236 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Non-interest      expenses:                                               |   |                                  |      |   |   |   |   |   |
| Salaries      and employee benefits                                       |   |                                  | 212,977   |   |   |   | 210,050 |   |
| Occupancy      expense                                                    |   |                                  | 28,646    |   |   |   | 26,702 |   |
| Depreciation                                                              |   |                                  | 25,031    |   |   |   | 26,821 |   |
| Federal      insurance premiums                                           |   |                                  | 3,387     |   |   |   | 1,273 |   |
| Computer      charges                                                     |   |                                  | 41,409    |   |   |   | 37,302 |   |
| Advertising      expense                                                  |   |                                  | 9,019     |   |   |   | 11,055 |   |
| Consulting      expense                                                   |   |                                  | 9,651     |   |   |   | 9,066 |   |
| Impairment      writedown of investment securities available for sale     |   |                                  | 60,270    |   |   |   | — |   |
| Other      operating expenses                                             |   |                                  | 65,423    |   |   |   | 60,713 |   |
| Total      non-interest expenses                                          |   |                                  | 455,813   |   |   |   | 382,982 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Income      before income taxes                                           |   |                                  | 38,265    |   |   |   | 51,236 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Income      tax expense                                                   |   |                                  | 31,200    |   |   |   | 15,400 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Net      income                                                           |   | $                                     | 7,065     |   |   | $      | 35,836 |   |
|                                                                      |   |                                  |      |   |   |   |   |   |
| Net      income per common share                                          |   | $                                     | .03       |   |   |   | N/A |   |

----

|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |
|------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|---------------------------------|--------|-----------|------------------|--------|--------|-----------------------------------|--------|--------|----------------------------------|---------|--------|--------|--------|
|                                                                                                 |   | CommonStock |    |   | Additional      Paid-in-Capital |   |      | RetainedEarnings |   |   | AccumulatedOtherComprehensiveLoss |   |   | UnearnedCompensation(ESOPShares) |    |   | Total  |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |
| Balance,      June 30, 2007                                                                          |   | $           | — |   |                            | $      | —   |             |   | $      | 4,362,193                         |   |   | $                                | (12,392 | )      |   | $      | — |   |   | $ | 4,349,801 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Comprehensive      income                                                                            |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Net      income                                                                                      |   |        | — |   |                            |   | —   |             |   |   | 35,836                            |   |   |                             | — |   |   |   | — |   |   |   | 35,836 |   |
| Other      comprehensive income                                                                      |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Unrealized      holding gains on securities, net of taxes of $2,331                                  |   |        | — |   |                            |   | —   |             |   |   | —                           |   |   |                             | 4,525   |   |   |   | — |   |   |   | 4,525 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Total      comprehensive income                                                                      |   |        | — |   |                            |   | —   |             |   |   | 35,836                            |   |   |                             | 4,525   |   |   |   | — |   |   |   | 40,361 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Effect      of adoption of SFAS No.156, net of tax effect of $17,812                                 |   |        | — |   |                            |   | —   |             |   |   | 53,438                            |   |   |                             | — |   |   |   | — |   |   |   | 53,438 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Balance,      September 30, 2007 (unaudited)                                                         |   | $           | — |   |                            | $      | —   |             |   | $      | 4,451,467                         |   |   | $                                | (7,867  | )      |   | $      | — |   |   | $ | 4,443,600 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Balance,      June 30, 2008                                                                          |   | $           | — |   |                            | $      | —   |             |   | $      | 4,566,433                         |   |   | $                                | (48,834 | )      |   | $      | — |   |   | $ | 4,517,599 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Comprehensive      income                                                                            |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Net      income                                                                                      |   |        | — |   |                            |   | —   |             |   |   | 7,065                             |   |   |                             | — |   |   |   | — |   |   |   | 7,065 |   |
| Other      comprehensive income                                                                      |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Unrealized      holding loss on securities, net of taxes of $(23,928)                                |   |        | — |   |                            |   | —   |             |   |   | —                           |   |   |                             | (46,449 | )      |   |   | — |   |   |   | (46,449 | ) |
| Less      reclassification adjustment for items included in net income, net of taxes      of $20,492 |   |        | — |   |                            |   | —   |             |   |   | —                           |   |   |                             | 39,778  |   |   |   | — |   |   |   | 39,778 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Total      comprehensive income                                                                      |   |        | — |   |                            |   | —   |             |   |   | 7,065                             |   |   |                             | (6,671  | )      |   |   | — |   |   |   | 394 |   |
|                                                                                                 |   |        |    |   |                            |   |      |             |   |   |                              |   |   |                             |    |   |   |   |   |   |   |   |   |   |
| Shares      issued in public offering, net of offering costs of $766,504 (226,478      shares)       |   |        | 2,265   |   |                            |   | 1,496,011 |             |   |   | —                           |   |   |                             | — |   |   |   | — |   |   |   | 1,498,276 |   |
| Shares      issued to MHC (276,806 shares)                                                           |   |        | 2,768   |   |                            |   | —   |             |   |   | (2,768                            | )      |   |                             | — |   |   |   | — |   |   |   | — |   |
| Capitalization      of MHC                                                                           |   |        | — |   |                            |   | (25,000   | )                |   |   | —                           |   |   |                             | — |   |   |   | — |   |   |   | (25,000 | ) |
| Shares      purchased by ESOP (17,262 shares)                                                        |   |        | — |   |                            |   | —   |             |   |   | —                           |   |   |                             | — |   |   |   | (172,620 | ) |   |   | (172,620 | ) |
| Common      stock held by ESOP committed to be released (145 shares)                                 |   |        | — |   |                            |   | 137       |             |   |   | —                           |   |   |                             | — |   |   |   | 1,446 |   |   |   | 1,583 |   |
| Balance,      September 30, 2008 (unaudited)                                                         |   | $           | 5,033   |   |                            | $      | 1,471,148 |             |   | $      | 4,570,730                         |   |   | $                                | (55,505 | )      |   | $      | (171,174 | ) |   | $ | 5,820,232 |   |

----

|                                                                                                        |   |                                      |       |   |   |   |
|-------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|------------|--------|--------|--------|
|                                                                                                        |   | Three      Months EndedSeptember      30, |       |
|                                                                                                        |   | 2008                                      |       |   | 2007   |   |
| Cash      flows from operating activities                                                                   |   |                                      |       |   |   |   |
| Net      income                                                                                             |   | $                                         | 7,065      |   |   | $      | 35,836 |   |
| Adjustments      to reconcile net income to net cash provided by operating      activities:                 |   |                                      |       |   |   |   |   |   |
| Depreciation                                                                                                |   |                                      | 25,031     |   |   |   | 26,821 |   |
| Net      amortization of premiums (accretion of discounts) on investment securities      available for sale |   |                                      | (1,799     | )      |   |   | 1,463 |   |
| Provision      for (recovery of) loan losses                                                                |   |                                      | 18,574     |   |   |   | (2,512 | ) |
| Deferred      income tax expense                                                                            |   |                                      | (7,014     | )      |   |   | 1,076 |   |
| Other-than-temporary      impairment on investment securities available for sale                            |   |                                      | 60,270     |   |   |   | — |   |
| Gain      on sales of loans                                                                                 |   |                                      | (2,455     | )      |   |   | (4,644 | ) |
| ESOP      compensation expense                                                                              |   |                                      | 1,583      |   |   |   | — |   |
| Net      decrease (increase) in prepaid expenses and other assets                                           |   |                                      | 525,502    |   |   |   | (22,594 | ) |
| Net      increase in accrued interest receivable                                                            |   |                                      | (17,953    | )      |   |   | (2,942 | ) |
| Net      decrease in accrued interest payable and other liabilities                                         |   |                                      | (104,405   | )      |   |   | (30,262 | ) |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Net      cash provided by operating activities                                                              |   |                                      | 504,399    |   |   |   | 2,242 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Cash      flows from investing activities:                                                                  |   |                                      |       |   |   |   |   |   |
| Purchase      of investment securities available for sale                                                   |   |                                      | (250,000   | )      |   |   | — |   |
| Proceeds      from maturities and principal paydowns on investment securities available      for sale       |   |                                      | 282,531    |   |   |   | 540,940 |   |
| Net      change in certificates of deposit                                                                  |   |                                      | (195,547   | )      |   |   | (295,000 | ) |
| Net      increase in loans to customers                                                                     |   |                                      | (1,711,094 | )      |   |   | (72,136 | ) |
| Capital      expenditures                                                                                   |   |                                      | (17,961    | )      |   |   | (14,430 | ) |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Net      cash provided (used) by investing activities                                                       |   |                                      | (1,892,071 | )      |   |   | 159,374 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Cash      flows from financing activities:                                                                  |   |                                      |       |   |   |   |   |   |
| Advances      from Federal Home Loan Bank                                                                   |   |                                      | —    |   |   |   | 500,000 |   |
| Repayment      of advances from Federal Home Loan Bank                                                      |   |                                      | (250,000   | )      |   |   | (250,000 | ) |
| Net      change in short term borrowings                                                                    |   |                                      | (200,000   | )      |   |   | — |   |
| Net      increase in deposits                                                                               |   |                                      | 1,254,626  |   |   |   | 226,154 |   |
| Proceeds      from issuance of common stock, net of offering costs                                          |   |                                      | 1,498,276  |   |   |   | — |   |
| Capitalization      of MHC                                                                                  |   |                                      | (25,000    | )      |   |   | — |   |
| Cash      provided to ESOP for purchases of shares                                                          |   |                                      | (172,620   | )      |   |   | — |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Net      cash provided by financing activities                                                              |   |                                      | 2,105,282  |   |   |   | 476,154 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Net      increase in cash and cash equivalents                                                              |   |                                      | 717,610    |   |   |   | 637,770 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Cash      and cash equivalents, beginning of period                                                         |   |                                      | 2,012,487  |   |   |   | 3,413,330 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Cash      and cash equivalents, end of period                                                               |   | $                                         | 2,730,097  |   |   | $      | 4,051,100 |   |
|                                                                                                        |   |                                      |       |   |   |   |   |   |
| Supplementary      cash flow information:                                                                   |   |                                      |       |   |   |   |   |   |
| Cash      paid during the period for:                                                                       |   |                                      |       |   |   |   |   |   |
| Interest                                                                                                    |   | $                                         | 541,467    |   |   | $      | 611,611 |   |
| Taxes                                                                                                       |   | $                                         | 79,000     |   |   | $      | — |   |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | Basis of      Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The      financial information included herein presents the financial condition and      results of operations for Auburn Bancorp, Inc. and its wholly-owned      subsidiary, Auburn Savings Bank, FSB. as of September 30, 2008, and for      the interim periods ended September 30, 2008 and 2007. The financial      information is unaudited; however, in the opinion of management, the      information reflects all adjustments, consisting of normal recurring      adjustments that are necessary to make the financial statements not      misleading for a fair presentation. The results shown for the three months      ended September 30, 2008 and 2007 are not necessarily indicative of the      results to be obtained for a full year. The accompanying consolidated      financial statements have been prepared in conformity with U.S. generally      accepted accounting principles (“GAAP”) and with the rules and regulations      of the Securities and Exchange Commission for interim financial reporting.      Accordingly they do not include all of the information and footnotes      required for complete financial statements. These interim financial      statements should be read in conjunction with the audited financial      statements for the year ended June 30, 2008 included in the Company’s      annual report on Form 10-K (File No. 000-53370).                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Since      the reorganization discussed in Note 2 was effective on August 15, 2008,      the June 30, 2008 financial statements do not include the holding company,      Auburn Bancorp, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In      preparing financial statements in conformity with accounting principles      generally accepted in the United States of America, management is required      to make estimates and assumptions that affect the reported amounts of      assets and liabilities as of the date of the balance sheet and reported      amounts of revenues and expenses during the reporting period. Actual      results could differ from those estimates. Material estimates that are      particularly susceptible to significant change in the near term relate to      the determination of the allowance for loan losses. In connection with the      determination of the allowance for loan losses, management obtains      independent appraisals for significant properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.     | Reorganization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | On      January 11, 2008, the Board of Directors of Auburn Savings Bank (the      “Bank”) adopted a Plan of Reorganization From a Mutual Savings Bank to a      Mutual Holding Company and Stock Issuance Plan (the “Plan”) under which      Auburn Savings Bank reorganized into a mutual holding company structure.      As part of the reorganization, Auburn Savings Bank converted to a federal      stock savings bank and became a wholly-owned subsidiary of Auburn Bancorp,      Inc. (the “Company”), and the Company became a majority-owned subsidiary      of Auburn Mutual Holding Company (the “MHC”). In addition, the Company      conducted a stock offering pursuant to the laws of the United States of      America and the rules and regulations of the Office of Thrift Supervision      (“OTS”). Following completion of the reorganization and stock offering,      the MHC owns 55.0% of the outstanding common stock of the Company and the      minority public shareholders own 45.0%. Shares of the Company’s common      stock were offered on a first priority basis in a subscription offering to      eligible account holders, tax-qualified employee plans, and other members.      Shares remaining after the conclusion of the subscription offering were      offered for sale in a community offering. So long as the MHC is in      existence, the MHC will be required to own at least a majority of the      voting stock of the Company. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Net proceeds of $1.5      million were raised in the stock offering, after deduction of expenses of      $766,000 and excluding $25,000 used to capitalize the MHC and $173,000      which was loaned by the Company to a trust for the Employee Stock      Ownership Plan (the “ESOP”), enabling the ESOP to purchase 17,262 shares      of common stock in the offering, equal to 3.43% of the shares of common      stock      sold in the stock offering, for the benefit of the Bank’s      employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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|   | The      Company may not declare or pay a cash dividend on, or repurchase any of      its common stock, if the effect thereof would cause the regulatory capital      of Auburn Savings Bank to be reduced below the amount required under OTS      rules and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Auburn      Bancorp, Inc.’s common stock is quoted on the OTC Bulletin Board under the      symbol “ABBB.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.     | Impact of Recent      Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | On      February 15, 2007, the Financial Accounting Standards Board (FASB) issued      Statements of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for      Financial Assets and Financial Liabilities, which provides      companies with an option to report selected financial assets and      liabilities at fair value. SFAS No. 159 also establishes presentation and      disclosure requirements designed to facilitate comparisons between      companies that choose different measurement attributes for similar types      of assets and liabilities. This Statement is effective for the Bank’s 2009      fiscal year, with early adoption permitted for the Bank’s 2008 fiscal      year, provided that the Bank also adopts SFAS No. 157 for fiscal year      2008. Management is currently evaluating the potential impacts of adopting      this Statement on its financial statements.                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      September 2006, the FASB issued SFAS No. 157, Fair Value      Measurements. This Statement defines fair value, establishes a      framework for measuring fair value in accordance with generally accepted      accounting principles, and expands disclosures about fair value      measurements. This Statement is effective for the Bank on July 1, 2008,      with earlier adoption permitted for fiscal year 2008, and is not expected      to have a material impact on the Bank’s financial statements. In February      2008, FASB issued FASB Staff Position (FSP) FAS No. 157-2 which delays by      one year the effective date of SFAS No. 157 for certain types of      nonfinancial assets and nonfinancial liabilities. In October 2008, FASB      issued FSP FAS No. 157-3, Determining the Fair Value of      a Financial Asset When the Market for That Asset Is Not Active. FSP      FAS No. 157-3 clarifies the application of SFAS No. 157 in a market that      is not active and provides an example to illustrate key considerations in      determining the fair value of a financial asset when the market for that      financial asset is not active. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      March 2008, FASB issued SFAS No. 161, Disclosures about Derivative      Instruments and Hedging Activities - an amendment of SFAS No. 133.      SFAS No. 161 is intended to enhance the current disclosure framework in      SFAS No. 133. This Statement has the same scope as SFAS No. 133. SFAS No.      133 requires that objectives for using derivative instruments be disclosed      in terms of underlying risk and accounting designation. The disclosures      required by SFAS No. 161 better convey the purpose of derivative use in      terms of the risk that the entity is intending to manage, the fair values      of the derivative instruments and their gains and losses in a tabular      format, as well as information about credit-risk-related contingent      features. This Statement is effective for financial statements issued for      fiscal years and interim periods beginning after November 15, 2008.      Management does not expect implementation of SFAS No. 161 to have a      material impact on the financial statements of the  Company.                                                                                                  |

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| 4.     | Earnings      Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Basic      earnings per share represents income available to common stockholders      divided by the adjusted weighted-average number of common shares      outstanding during the period. The adjusted outstanding common shares      equals the gross number of common shares issued less unallocated shares of      the ESOP. Net income per common share is not applicable for the three      months ended September 30, 2007, as the Company did not become a public      entity until August 15, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Net      income per common share for the three months ended September 30, 2008 is      based upon net income of $7,065 and weighted-average shares outstanding of      257,112, less average ESOP shares not yet committed to be released of      8,768, or 248,344.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 5.     | Employee Stock      Ownership Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Shares      of the Company’s common stock purchased by the ESOP are held in a suspense      account until released for allocation to participants. Shares released are      allocated to each eligible participant based on the ratio of each such      participant’s compensation, as defined in the ESOP, to the total      compensation of all eligible plan participants. As the unearned shares are      released from suspense, the Company recognizes compensation expense equal      to the fair value of the ESOP shares committed to be released during the      period. To the extent that the fair value of the ESOP shares differs from      the cost of such shares, the difference is charged or credited to equity      as additional paid-in capital. Expense related to the ESOP totaled      approximately $2,000 for the three months ended September 30, 2008. The      fair value of the unallocated shares as of September 30, 2008 was      $176,936. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 6.     | Impairment Writedown      on Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | In      accordance with SFAS No. 115, “Accounting for Certain Investments in Debt      and Equity Securities” and SEC Staff Accounting Bulletin No. 59,      “Accounting for Non-current Marketable Securities”, the Company determined      that it would write-down investments in Federal National Mortgage      Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC)      common stock in the quarter ended September 30, 2008 as a result of the      appointment of the Federal Housing Finance Agency as conservator over both      of the entities. The amount of the other-than-temporary impairment charge      was $60,000, the total amount of such FNMA and FHLMC common stock on the      Company’s books at that date.                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The      Company did not record a tax benefit in connection with the impairment of      its FNMA and FHLMC common stock. Although the Company would realize a      capital loss if it sells the FNMA and FHLMC common stock, such capital      loss would result in a tax benefit to the Company only to the extent the      capital loss can be used to reduce capital gains available during the      applicable carryback and carryforward periods. The Company does not expect      those capital gains to be material in relation to the amount of the      other-than-temporary impairment charge.                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.     | Fair Value      Measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | SFAS      No. 157 defines fair value as the exchange price that would be received      for an asset or paid to transfer a liability (an exit price) in the      principal or most advantageous market for the asset or liability in an      orderly transaction between market participants on the measurement date.      SFAS No. 157 also establishes a fair value hierarchy which requires an      entity to maximize the use of observable inputs and minimize the use of      unobservable inputs when measuring fair value. The standard describes      three levels of inputs that may be used to measure fair    value:                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Level      1: Quoted prices (unadjusted) or identical assets or liabilities in active      markets that the entity has the ability to access as of the measurement      date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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|   | Level      2: Significant other observable inputs other than Level 1 prices, such as      quoted prices for similar assets or liabilities, quoted prices in markets      that are not active, and other inputs that are observable or can be      corroborated by observable market data |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                     |
|   | Level      3: Significant unobservable inputs that reflect a company’s own      assumptions about the assumptions that market participants would use in      pricing an asset or liability                                                                                         |
|   |                                                                                                                                                                                                                                                                                     |
|   | Assets      and liabilities measured at fair value on a recurring basis are summarized      below.                                                                                                                                                                                       |

|                                          |   | Fair      Value Measurements at September 30, 2008, Using |      |
|-----------------------------------------------|--------|-----------------------------------------------------------|-----------|
|                                          |   | September      30,2008                                    |      |   | Quoted      PricesIn      ActiveMarkets      forIdentical      Assets(Level      1) |   |   | SignificantOtherObservableInputs(Level      2) |   |   | SignificantUnobservableInputs(Level      3) |   |
| Assets:                                       |   |                                                      |      |   |   |   |   |   |   |   |   |   |
| Investment      securities available for sale |   | $                                                         | 1,332,623 |   |   | $ | — |   |   | $ | 1,332,623 |   |   | $ | — |   |

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|          |   |                                                                                                                                            |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| ExhibitNumber |   | Exhibit      Description                                                                                                                        |
|          |   |                                                                                                                                            |
| 2.1           |   | Plan      of Reorganization from Mutual Savings Bank to Mutual Holding Company and      Stock Issuance Plan **                                  |
|          |   |                                                                                                                                            |
| 3.1           |   | Charter      of Auburn Bancorp, Inc. **                                                                                                         |
|          |   |                                                                                                                                            |
| 3.2           |   | Bylaws      of Auburn Bancorp, Inc. **                                                                                                          |
|          |   |                                                                                                                                            |
| 4.1           |   | Specimen      Stock Certificate of Auburn Bancorp, Inc. **                                                                                      |
|          |   |                                                                                                                                            |
| 31.1          |   | Rule      13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the      Company                                                      |
|          |   |                                                                                                                                            |
| 31.2          |   | Rule      13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the      Company                                                      |
|          |   |                                                                                                                                            |
| 32.1          |   | Section      1350 Certification of Chief Executive Officer of the Company in accordance      with Section 906 of the Sarbanes-Oxley Act of 2002 |
|          |   |                                                                                                                                            |
| 32.2          |   | Section      1350 Certification of Chief Financial Officer of the Company in accordance      with Section 906 of the Sarbanes-Oxley Act of 2002 |
|          |   |                                                                                                                                            |
| 99.1          |   | Press      Release dated November 14, 2008                                                                                                      |

| ** | Incorporated      by reference into this document from the Exhibits filed with the      Securities and Exchange Commission on the Company’s Registration Statement      on Form S-1, as amended, initially filed on March 14, 2008 and declared      effective on May 13, 2008 (File Number  333-149723). |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|                         |   |                                       |   |
|------------------------------|--------|--------------------------------------------|--------|
|                         |   | Auburn      Bancorp, Inc.                  |   |
|                         |   | (Registrant)                               |   |
|                         |   |                                       |   |
|                         |   |                                       |   |
| Date:      November 14, 2008 | By:    | /s/      Allen T. Sterling                 |   |
|                         |   | Allen      T. Sterling                     |   |
|                         |   | President      and Chief Executive Officer |
|                         |   |                                       |   |
| Date:      November 14, 2008 | By:    | /s/      Rachel A. Haines                  |   |
|                         |   | Rachel      A. Haines                      |   |
|                         |   | Principal      Financial Officer           |   |