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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For Quarter Ended June 30, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------



Commission File Number 000-24147



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KILLBUCK BANCSHARES, INC.

(Exact name of registrant as specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|OHIO                                                           |  | 34-1700284                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



165 N. Main Street,
Killbuck, OH 44637

(Address of principal executive offices and zip code)



(330) 276-2771

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes  x    No ̈



Indicate by check mark whether the registrant
is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ̈No  x



The aggregate market value of the voting stock held by nonaffiliates of the registrant, calculated by reference to the stock valuation done on Killbuck Bancshares, Inc. common stock as of December 31, 2003 was
$61,048,520 and was $60,720,865 as of June 30, 2004 (Registrant has assumed that all of its executive officers and directors are affiliates. Such assumption shall not be deemed to be conclusive for any other purpose):



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



Class: Common Stock, no par
value

Outstanding at July 31, 2004: 661,644



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##### Table of Contents

KILLBUCK BANCSHARES, INC.



Index



|                              |  |         |  |                                                                                                  |  |      
|----------------------------- |  | ------- |  | ------------------------------------------------------------------------------------------------ |  | -----
|                              |  |         |  | Page Number                                                                                     
|PART I. FINANCIAL INFORMATION |  |        
|                              |  | Item 1. |  | Financial Statements (Unaudited):                                                                |  |      
|                              |  |         | 
|                              |  |         |  | Consolidated Balance Sheet as of June 30, 2004 and December 31, 2003                             |  | 3    
|                              |  |         | 
|                              |  |         |  | Consolidated Statement of Income for the six months ended June 30, 2004 and 2003                 |  | 4    
|                              |  |         | 
|                              |  |         |  | Consolidated Statement of Income for the three months ended June 30, 2004 and 2003               |  | 5    
|                              |  |         | 
|                              |  |         |  | Consolidated Statement of Changes In Shareholders Equity for the six months ended June 30, 2004 |  | 6    
|                              |  |         | 
|                              |  |         |  | Consolidated Statement of Cash Flows for the six months ended June 30, 2004 and 2003             |  | 7    
|                              |  |         | 
|                              |  |         |  | Notes to Unaudited Consolidated Financial Statements                                             |  | 8-9  
|                              |  |         | 
|                              |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations            |  | 10-19
|                              |  |         | 
|                              |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                       |  | 20-21
|                              |  |         | 
|                              |  | Item 4. |  | Controls and Procedures                                                                          |  | 22   
|                              | 
|PART II.
OTHER INFORMATION    |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Legal Proceedings                                                                                |  | 23   
|                              |  |         | 
|                              |  | Item 2. |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                 |  | 23   
|                              |  |         | 
|                              |  | Item 3. |  | Default Upon Senior Securities                                                                   |  | 23   
|                              |  |         | 
|                              |  | Item 4. |  | Submissions of Matters to a Vote of Security Holders                                             |  | 23-24
|                              |  |         | 
|                              |  | Item 5. |  | Other Information                                                                                |  | 24   
|                              |  |         | 
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                 |  | 24   
|                              | 
|SIGNATURES                    |  | 25     



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##### Table of Contents

Killbuck Bancshares, Inc.

CONSOLIDATED BALANCE SHEET (UNAUDITED)



|                                                                          |  |               |             |   |                  |   |             |  
|------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                          |  | June 30, 2004 |             |   | December 31,2003 |  
|ASSETS                                                                    |  |               |             |   |                  |   |             |  
|Cash and cash equivalents:                                                |  |               |             |   |                  |   |             |  
|Cash and amounts due from depository institutions                         |  | $             | 8,992,635   |   |                  | $ | 9,755,218   |  
|Federal funds sold                                                        |  |               |            |   |                  |   | 7,800,000   |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total cash and cash equivalents                                           |  |               | 8,992,635   |   |                  |   | 17,555,218  |  
|                                                                          |  |               |             |   |                  |   |             |  
|Investment securities:                                                    |  |               |             |   |                  |   |             |  
|Securities available for sale                                             |  |               | 12,191,121  |   |                  |   | 17,582,096  |  
|Securities held to maturity (market value of $41,056,685 and $42,954,101) |  |               | 39,328,036  |   |                  |   | 40,628,977  |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total investment securities                                               |  |               | 51,519,157  |   |                  |   | 58,211,073  |  
|                                                                          |  |               |             |   |                  |   |             |  
|Loans (net of allowance for loan losses of $2,849,035 and $2,792,430)     |  |               | 213,602,458 |   |                  |   | 198,628,138 |  
|                                                                          |  |              
|Loans held for sale                                                       |  |               | 176,000     |   |                  |   | 521,450     |  
|Premises and equipment, net                                               |  |               | 4,989,887   |   |                  |   | 5,020,577   |  
|Accrued interest receivable                                               |  |               | 914,536     |   |                  |   | 924,193     |  
|Goodwill, net                                                             |  |               | 1,329,249   |   |                  |   | 1,329,249   |  
|Other assets                                                              |  |               | 2,279,801   |   |                  |   | 1,949,477   |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total assets                                                              |  | $             | 283,803,723 |   |                  | $ | 284,139,375 |  
|                                                                          |  |               |             |   |                  |   |             |  
|LIABILITIES                                                               |  |               |             |   |                  |   |             |  
|Deposits:                                                                 |  |               |             |   |                  |   |             |  
|Noninterest bearing demand                                                |  | $             | 39,116,126  |   |                  | $ | 40,136,527  |  
|Interest bearing demand                                                   |  |               | 32,467,374  |   |                  |   | 34,745,944  |  
|Money market                                                              |  |               | 16,696,223  |   |                  |   | 17,398,777  |  
|Savings                                                                   |  |               | 41,999,187  |   |                  |   | 41,579,239  |  
|Time                                                                      |  |               | 106,477,514 |   |                  |   | 107,863,327 |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total deposits                                                            |  |               | 236,756,424 |   |                  |   | 241,723,814 |  
|Federal Home Loan Bank advances                                           |  |               | 7,076,444   |   |                  |   | 3,444,805   |  
|Short-term borrowings                                                     |  |               | 5,020,000   |   |                  |   | 4,365,000   |  
|Accrued interest and other liabilities                                    |  |               | 418,263     |   |                  |   | 544,202     |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total liabilities                                                         |  |               | 249,271,131 |   |                  |   | 250,077,821 |  
|                                                                          |  |               |             |   |                  |   |             |  
|SHAREHOLDERS EQUITY                                                      |  |               |             |   |                  |   |             |  
|Common stock  No par value: 1,000,000 shares authorized, 718,431 issued  |  |               | 8,846,670   |   |                  |   | 8,846,670   |  
|Retained earnings                                                         |  |               | 30,356,116  |   |                  |   | 29,430,710  |  
|Accumulated other comprehensive income                                    |  |               | 10,783      |   |                  |   | 166,471     |  
|Treasury stock, at cost (56,787 and 53,643 shares)                        |  |               | (4,680,977  | ) |                  |   | (4,382,297  | )
|                                                                          |  |               |             |   |                  |   |             |  
|Total shareholders equity                                                |  |               | 34,532,592  |   |                  |   | 34,061,554  |  
|                                                                          |  |               |             |   |                  |   |             |  
|Total liabilities and shareholders equity                                |  | $             | 283,803,723 |   |                  | $ | 284,139,375 |  
|                                                                          |  |               |             |   |                  |   |             |  



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)



|                                                    |  |                           |           |      |   |          
|--------------------------------------------------- |  | ------------------------- | --------- | ---- | - | ---------
|                                                    |  | Six Months Ended June 30,
|                                                    |  | 2004                      |           | 2003
|INTEREST INCOME                                     |  |                           |           |      |   |          
|Interest and fees on loans                          |  | $                         | 5,616,648 |      | $ | 5,503,404
|Federal funds sold                                  |  |                           | 19,997    |      |   | 62,172   
|Investment securities:                              |  |                           |           |      |   |          
|Taxable                                             |  |                           | 323,208   |      |   | 783,021  
|Exempt from federal income tax                      |  |                           | 860,894   |      |   | 908,817  
|                                                    |  |                           |           |      |   |          
|Total interest income                               |  |                           | 6,820,747 |      |   | 7,257,414
|                                                    |  |                           |           |      |   |          
|INTEREST EXPENSE                                    |  |                           |           |      |   |          
|Deposits                                            |  |                           | 1,479,021 |      |   | 2,031,193
|Federal Home Loan Bank advances                     |  |                           | 108,251   |      |   | 135,943  
|Short term borrowings                               |  |                           | 3,980     |      |   | 2,575    
|                                                    |  |                           |           |      |   |          
|Total interest expense                              |  |                           | 1,591,252 |      |   | 2,169,711
|                                                    |  |                           |           |      |   |          
|NET INTEREST INCOME                                 |  |                           | 5,229,495 |      |   | 5,087,703
|Provision for loan losses                           |  |                           | 120,000   |      |   | 210,000  
|                                                    |  |                           |           |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                           | 5,109,495 |      |   | 4,877,703
|                                                    |  |                           |           |      |   |          
|OTHER INCOME                                        |  |                           |           |      |   |          
|Service charges on deposit accounts                 |  |                           | 386,647   |      |   | 345,558  
|Gain on sale of loans, net                          |  |                           | 34,515    |      |   | 157,543  
|Other income                                        |  |                           | 73,826    |      |   | 70,209   
|                                                    |  |                           |           |      |   |          
|Total other income                                  |  |                           | 494,988   |      |   | 573,310  
|                                                    |  |                           |           |      |   |          
|OTHER EXPENSE                                       |  |                           |           |      |   |          
|Salaries and employee benefits                      |  |                           | 1,985,360 |      |   | 1,876,393
|Occupancy and equipment expense                     |  |                           | 486,535   |      |   | 522,312  
|Professional fees                                   |  |                           | 119,173   |      |   | 131,346  
|Franchise tax                                       |  |                           | 216,467   |      |   | 191,031  
|Other expenses                                      |  |                           | 821,218   |      |   | 805,234  
|                                                    |  |                           |           |      |   |          
|Total other expense                                 |  |                           | 3,628,753 |      |   | 3,526,316
|                                                    |  |                           |           |      |   |          
|INCOME BEFORE INCOME TAXES                          |  |                           | 1,975,730 |      |   | 1,924,697
|Income taxes                                        |  |                           | 420,433   |      |   | 403,293  
|                                                    |  |                           |           |      |   |          
|NET INCOME                                          |  | $                         | 1,555,297 |      | $ | 1,521,404
|                                                    |  |                           |           |      |   |          
|Earning per common share                            |  | $                         | 2.34      |      | $ | 2.24     
|                                                    |  |                           |           |      |   |          
|Weighted Average shares outstanding                 |  |                           | 663,644   |      |   | 679,624  
|                                                    |  |                           |           |      |   |          



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)



|                                                    |  |                             |           |      |   |          
|--------------------------------------------------- |  | --------------------------- | --------- | ---- | - | ---------
|                                                    |  | Three Months Ended June 30,
|                                                    |  | 2004                        |           | 2003
|INTEREST INCOME                                     |  |                             |           |      |   |          
|Interest and fees on loans                          |  | $                           | 2,848,717 |      | $ | 2,749,960
|Federal funds sold                                  |  |                             | 6,214     |      |   | 26,976   
|Investment securities:                              |  |                             |           |      |   |          
|Taxable                                             |  |                             | 151,414   |      |   | 372,355  
|Exempt from federal income tax                      |  |                             | 428,413   |      |   | 455,320  
|                                                    |  |                             |           |      |   |          
|Total interest income                               |  |                             | 3,434,758 |      |   | 3,604,611
|                                                    |  |                             |           |      |   |          
|INTEREST EXPENSE                                    |  |                             |           |      |   |          
|Deposits                                            |  |                             | 724,029   |      |   | 977,902  
|Federal Home Loan Bank advances                     |  |                             | 52,766    |      |   | 66,397   
|Short term borrowings                               |  |                             | 2,632     |      |   | 1,133    
|                                                    |  |                             |           |      |   |          
|Total interest expense                              |  |                             | 779,427   |      |   | 1,045,432
|                                                    |  |                             |           |      |   |          
|NET INTEREST INCOME                                 |  |                             | 2,655,331 |      |   | 2,559,179
|Provision for loan losses                           |  |                             | 30,000    |      |   | 105,000  
|                                                    |  |                             |           |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 2,625,331 |      |   | 2,454,179
|                                                    |  |                             |           |      |   |          
|OTHER INCOME                                        |  |                             |           |      |   |          
|                                                    |  |                            
|Service charges on deposit accounts                 |  |                             | 203,306   |      |   | 196,825  
|Gain on sale of loans, net                          |  |                             | 7,578     |      |   | 96,935   
|Other income                                        |  |                             | 39,554    |      |   | 34,724   
|                                                    |  |                             |           |      |   |          
|Total other income                                  |  |                             | 250,438   |      |   | 328,484  
|                                                    |  |                             |           |      |   |          
|OTHER EXPENSE                                       |  |                             |           |      |   |          
|Salaries and employee benefits                      |  |                             | 1,059,009 |      |   | 996,226  
|Occupancy and equipment expense                     |  |                             | 242,814   |      |   | 248,989  
|Professional fees                                   |  |                             | 46,935    |      |   | 60,457   
|Franchise tax                                       |  |                             | 108,467   |      |   | 86,769   
|Other expenses                                      |  |                             | 425,837   |      |   | 413,663  
|                                                    |  |                             |           |      |   |          
|Total other expense                                 |  |                             | 1,883,062 |      |   | 1,806,104
|                                                    |  |                             |           |      |   |          
|INCOME BEFORE INCOME TAXES                          |  |                             | 992,707   |      |   | 976,559  
|Income taxes                                        |  |                             | 210,578   |      |   | 206,886  
|                                                    |  |                             |           |      |   |          
|NET INCOME                                          |  | $                           | 782,129   |      | $ | 769,673  
|                                                    |  |                             |           |      |   |          
|Earning per common share                            |  | $                           | 1.18      |      | $ | 1.14     
|                                                    |  |                             |           |      |   |          
|Weighted Average shares outstanding                 |  |                             | 662,919   |      |   | 677,089  
|                                                    |  |                             |           |      |   |          



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
(UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2004



|                                                   |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  
|-------------------------------------------------- |  | ------------ | --------- | ----------------- | - | ---------- | ------------------------------------ |  | - | -------------- | - |  | ------------------------- | ---------- | - | -------------------- | - | ---------- | - |  | - | --------- | -
|                                                   |  | Common Stock |           | Retained Earnings |   |            | AccumulatedOtherComprehensive Income |  |   | Treasury Stock |   |  | TotalShareholders Equity |            |   | Comprehensive Income |  
|                                                   |  |              |           |                   |  
|Balance, December 31, 2003                         |  | $            | 8,846,670 |                   | $ | 29,430,710 |                                      |  | $ | 166,471        |   |  | $                         | (4,382,297 | ) |                      | $ | 34,061,554 |   |  |   |           |  
|                                                   |  |              |           |                   |   |           
|Net income                                         |  |              |           |                   |   | 1,555,297  |                                      |  |   |                |   |  |                           |            |   |                      |   | 1,555,297  |   |  | $ | 1,555,297 |  
|Purchase of Treasury stock, at cost (3,144 shares) |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           | (298,680   | ) |                      |   | (298,680   | ) |  |   |           |  
|Other comprehensive income:                        |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  
|Net unrealized loss on securities, net of tax      |  |              |           |                   |   |            |                                      |  |   | (155,688       | ) |  |                           |            |   |                      |   | (155,688   | ) |  |   | (155,688  | )
|                                                   |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  
|Comprehensive income                               |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  | $ | 1,399,609 |  
|                                                   |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  
|Cash dividends paid ($.95 per share)               |  |              |           |                   |   | (629,891   | )                                    |  |   |                |   |  |                           |            |   |                      |   | (629,891   | ) |  |   |           |  
|                                                   |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  
|Balance, June 30, 2004                             |  | $            | 8,846,670 |                   | $ | 30,356,116 |                                      |  | $ | 10,783         |   |  | $                         | (4,680,977 | ) |                      | $ | 34,532,592 |   |  |   |           |  
|                                                   |  |              |           |                   |   |            |                                      |  |   |                |   |  |                           |            |   |                      |   |            |   |  |   |           |  



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)



|                                                                                  |  |                           |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                                  |  | Six Months Ended June 30, |            
|                                                                                  |  | 2004                      |             |   | 2003 |  
|OPERATING ACTIVITIES                                                              |  |                           |             |   |      |   |             |  
|Net income                                                                        |  | $                         | 1,555,297   |   |      | $ | 1,521,404   |  
|Adjustments to reconcile net income to net cash provided by Operating activities: |  |                           |             |   |      |   |             |  
|Provision for loan losses                                                         |  |                           | 120,000     |   |      |   | 210,000     |  
|Gain on sale of loans                                                             |  |                           | (34,515     | ) |      |   | (157,543    | )
|Provision for depreciation and amortization                                       |  |                           | 237,239     |   |      |   | 284,660     |  
|Origination of loans held for sale                                                |  |                           | (5,959,260  | ) |      |   | (13,484,042 | )
|Proceeds from the sale of loans                                                   |  |                           | 6,339,225   |   |      |   | 13,546,935  |  
|Federal Home Loan Bank stock dividend                                             |  |                           | (22,700     | ) |      |   | (23,100     | )
|Net change in:                                                                    |  |                           |             |   |      |   |             |  
|Accrued interest and other assets                                                 |  |                           | (217,763    | ) |      |   | (174,576    | )
|Accrued expenses and other liabilities                                            |  |                           | (125,939    | ) |      |   | 21,923      |  
|                                                                                  |  |                           |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |                           | 1,891,584   |   |      |   | 1,745,661   |  
|                                                                                  |  |                           |             |   |      |   |             |  
|INVESTING ACTIVITIES                                                              |  |                           |             |   |      |   |             |  
|Investment securities available for sale:                                         |  |                           |             |   |      |   |             |  
|Proceeds from maturities and repayments                                           |  |                           | 5,710,482   |   |      |   | 16,866,126  |  
|Purchases                                                                         |  |                           | (561,188    | ) |      |   | (7,054,142  | )
|Investment securities held to maturity:                                           |  |                           |             |   |      |   |             |  
|Proceeds from maturities and repayments                                           |  |                           | 1,265,505   |   |      |   | 1,619,361   |  
|Purchases                                                                         |  |                           |            |   |      |   | (2,561,875  | )
|Net increase in loans                                                             |  |                           | (15,094,320 | ) |      |   | (9,342,761  | )
|Purchase of premises and equipment                                                |  |                           | (165,324    | ) |      |   | (114,383    | )
|                                                                                  |  |                           |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |                           | (8,844,845  | ) |      |   | (587,674    | )
|                                                                                  |  |                           |             |   |      |   |             |  
|FINANCING ACTIVITIES                                                              |  |                           |             |   |      |   |             |  
|Net (decrease)increase in demand, money market and savings deposits               |  |                           | (3,581,577  | ) |      |   | 6,624,571   |  
|Net decrease in time deposits                                                     |  |                           | (1,385,813  | ) |      |   | (3,382,622  | )
|Proceeds from Federal Home Loan Bank advances                                     |  |                           | 4,000,000   |   |      |   |            |  
|Repayments of Federal Home Loan Bank advances                                     |  |                           | (368,361    | ) |      |   | (433,759    | )
|Net increase (decrease) in short term borrowings                                  |  |                           | 655,000     |   |      |   | (1,759,993  | )
|Purchase of Treasury stock                                                        |  |                           | (298,680    | ) |      |   | (646,534    | )
|Dividends paid                                                                    |  |                           | (629,891    | ) |      |   | (609,323    | )
|                                                                                  |  |                           |             |   |      |   |             |  
|Net cash used in financing activities                                             |  |                           | (1,609,322  | ) |      |   | (207,660    | )
|                                                                                  |  |                           |             |   |      |   |             |  
|Net (decrease) increase in cash and cash equivalents                              |  |                           | (8,562,583  | ) |      |   | 950,327     |  
|Cash and cash equivalents at beginning of period                                  |  |                           | 17,555,218  |   |      |   | 20,307,448  |  
|                                                                                  |  |                           |             |   |      |   |             |  
|Cash and cash equivalents at end of period                                        |  | $                         | 8,992,635   |   |      | $ | 21,257,775  |  
|                                                                                  |  |                           |             |   |      |   |             |  
|Supplemental Disclosures of Cash Flows Information                                |  |                           |             |   |      |   |             |  
|Cash Paid During the Period For:                                                  |  |                           |             |   |      |   |             |  
|Interest on deposits and borrowings                                               |  | $                         | 1,621,241   |   |      | $ | 2,212,698   |  
|                                                                                  |  |                           |             |   |      |   |             |  
|Income taxes                                                                      |  | $                         | 433,858     |   |      | $ | 440,517     |  
|                                                                                  |  |                           |             |   |      |   |             |  



See accompanying notes to the
unaudited consolidated financial statements.



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##### Table of Contents

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1  BASIS OF PRESENTATION



The consolidated financial statements include the accounts of Killbuck Bancshares, Inc. (the
Company) and its wholly-owned subsidiary Killbuck Savings Bank Company (the Bank). All significant intercompany balances and transactions have been eliminated in the consolidation.



The accompanying reviewed consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments, which are, in the opinion of management,
necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.



These statements should be read in conjunction with the consolidated
statements of and for the year ended December 31, 2003 and related notes which are included on the Form 10-K (file no. 000-24147)



NOTE 2  EARNINGS PER SHARE



The Company currently maintains a simple capital structure; therefore, there are no dilutive effects on earnings per share. As such, earnings per share are calculated
using the weighted number of shares for the period.



NOTE 3 
COMPREHENSIVE INCOME



The Company is required to present comprehensive
income and its components in a full set of general purpose financial statements. Comprehensive income is comprised of the following:



|                                         |  |                               |           |   |                               |   |           |  
|---------------------------------------- |  | ----------------------------- | --------- | - | ----------------------------- | - | --------- | -
|                                         |  | Six MonthsEnded June 30, 2004 |           |   | Six MonthsEnded June 30, 2003 |  
|Net income                               |  | $                             | 1,555,297 |   |                               | $ | 1,521,404 |  
|Other comprehensive income:              |  |                               |           |   |                               |   |           |  
|Net unrealized (loss) gain on securities |  |                               | (235,892  | ) |                               |   | (237,006  | )
|Tax effect                               |  |                               | 80,204    |   |                               |   | 80,582    |  
|                                         |  |                               |           |   |                               |   |           |  
|Total comprehensive income               |  | $                             | 1,399,609 |   |                               | $ | 1,364,980 |  
|                                         |  |                               |           |   |                               |   |           |  



|                                         |  |                                 |          |   |                                 |   |         |  
|---------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | ------- | -
|                                         |  | Three MonthsEnded June 30, 2004 |          |   | Three MonthsEnded June 30, 2003 |  
|Net income                               |  | $                               | 782,129  |   |                                 | $ | 769,673 |  
|Other comprehensive income:              |  |                                 |          |   |                                 |   |         |  
|Net unrealized (loss) gain on securities |  |                                 | (280,478 | ) |                                 |   | (34,819 | )
|Tax effect                               |  |                                 | 95,363   |   |                                 |   | 11,838  |  
|                                         |  |                                 |          |   |                                 |   |         |  
|Total comprehensive income               |  | $                               | 597,014  |   |                                 | $ | 746,692 |  
|                                         |  |                                 |          |   |                                 |   |         |  



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##### Table of Contents

Recent Accounting Pronouncements



In December 2003, the FASB issued a revision to Interpretation 46, Consolidation of Variable Interest Entities, which established standards
for identifying a variable interest entity (VIE) and for determining under what circumstances a VIE should be consolidated with its primary beneficiary. The Interpretation requires consolidation of entities in which an enterprise absorbs
a majority of the entitys expected losses, receives a majority of the entitys residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Prior to the interpretation, entities were
generally consolidated by an enterprise when it had a controlling financial interest through ownership of a majority voting interest in the entity. The adoption of this Interpretation has not and is not expected to have a material effect on the
Companys financial position or results of operations.



In December 2003,
the Financial Accounting Standards Board (FASB) revised FAS No. 132, Employers Disclosures about Pension and Other Postretirement Benefit. This statement retains the disclosures required by FAS No. 132, which standardized the
disclosure requirements for pensions and other postretirement benefits to the extent practicable and requires additional information on changes in the benefit obligations and fair value of plan assets. Additional disclosures include information
describing the types of plan assets, investment strategy, measurement date(s), plan obligations, cash flows, and components of net periodic benefit cost recognized during interim periods. This statement retains reduced disclosure requirements for
nonpublic entities from FAS No. 132, and it includes reduced disclosure for certain of the new requirements. This statement is effective for financial statements with fiscal years ending after December 15, 2003. The interim disclosures required by
this statement are effective for interim periods beginning after December 15, 2003. The adoption of this statement did not have a material effect on the Companys disclosure requirements.



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##### Table of Contents

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS



The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions
regarding forward-looking statements. When used in this discussion, the words believes, anticipates, contemplates, expects, and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control
costs and expenses, and general economic conditions. Killbuck Bancshares, Inc. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.



The
Company conducts no significant business or operations of its own other than holding all of the outstanding stock of the Killbuck Savings Bank Company. As a result, references to the Company generally refer to the Bank unless the context indicates
otherwise.



Financial Condition



Total assets at June 30, 2004 were $283,804,000 compared to $284,139,000 at December 31,
2003.



Cash and cash equivalents decreased by $8,562,000 or 48.8% from December
31, 2003, to June 30, 2004, with federal funds sold decreasing $7,800,000. This decrease improved the Banks net interest margin by investing in higher yielding assets at June 30, 2004.



Investment securities available for sale decreased by $5,391,000 or 30.7% from December 31,
2003, due to net maturities, calls, and repayments. Investments held to maturity decreased $1,301,000 or 3.2% due to maturities, calls and repayments.



Net loans increased by $14,974,000 or 7.5% from December 31, 2003, to June 30, 2004. An increase of $10,872,000 occurred in the real estate loan category, which is
attributable primarily to residential and commercial lending activity; which was created by a continuation of aggressively marketing loans in this low rate environment. Commercial and other loan balances increased by $5,020,000 due to seasonal
changes and inventory growth while consumer loan balances decreased by $918,000.



Total deposits at June 30, 2004 were $236,756,000 compared to $241,724,000 at December 31, 2003. Time deposits decreased $1,386,000, demand accounts decreased $3,299,000 and money market and savings accounts decreased $283,000. Management
attributes these changes to maturing time deposits and the volatility of interest rates and consumer expectations of rising rates. Furthermore, management also believes various customers are investing their funds in their businesses and the stock
market.



Federal Home Loan Bank advances increased $3,631,000 due to $4,000,000
in new advances, which was used to help fund loan growth, and scheduled repayments and short-term borrowings increased $655,000 at June 30, 2004 from December 31, 2003.



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##### Table of Contents

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS



Financial Condition (Continued)



Shareholders Equity increased by $471,000 or 1.4%, which was mainly due to earnings of $1,555,000 for the first six months of 2004 decreased by a $156,000
unrealized loss on securities included in other comprehensive income, dividends paid totaling $630,000, and by the purchase of Treasury stock for $298,000. Treasury stock purchases are monitored against the Companys Strategic Plan and the
goals set forth in the plan. The Treasury stock purchases have been within the Strategic Plans guidelines for the first six months of 2004. Management monitors risk-based capital and leveraged capital ratios in order to assess compliance of
the regulatory guidelines. At June 30, 2004, the total capital ratio was 17.46%; the Tier I capital ratio was 16.21%, and the leverage ratio was 12.06%, compared to regulatory capital requirements of 8.00%, 4.00% and 4.00% respectively. These ratios
are well in excess of regulatory capital requirements.



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##### Table of Contents

RESULTS OF OPERATIONS



Comparison of the Six Months Ended June 30, 2004 and 2003



Net income for the six-month period ended June 30, 2004, was $1,555,000, an increase of
$34,000 or 2.2% from the $1,521,000 reported at June 30, 2003.



Total interest
income of approximately $6,821,000 for the six-month period ended June 30, 2004, compares to $7,258,000 for the same period in 2003, a decrease of $437,000 or 6.0%. $460,000 of the decrease in total interest income is attributed to a decrease in
investment securities  taxable. Investment income decreased $508,000 or 30.0% for the six-month period ended June 30, 2004 compared to the same period for 2003. The decrease in investment income is due to a decrease in volume. Average
investment balances were $55,987,000 compared to $77,533,000 and the yields were 4.2% compared to 4.4% for the first six months of 2004 and 2003 respectively. See Average Balance Sheet for the six-month periods ended June 30, 2004 and
2003. Interest and fees on loans increased $113,000 or 2.1% for the six-month period ended June 30, 2004 compared to the same period for 2003. The increase in interest and fees on loans is due to an increase in the volume of loans. Average loan
balances were $209,107,000 for the first six months of 2004 compared to $180,187,000 for the first six months of 2003 and the yield on loans decreased to 5.4% for the first six months of 2004 compared to 6.1% for the first six months of 2003.



Total interest expense of $1,591,000 for the six-month period ending June 30,
2004 represents a decrease of $579,000 from the $2,170,000 reported for the same six-month period in 2003. The decrease in interest expense on deposits of $552,000 is due mainly to the decreases in the average yield on the underlying principle
balances of the interest bearing liabilities. Average interest bearing deposits were $201,420,000 for the first six months of 2004 compared to $204,809,000 for the first six months of 2003. The cost on interest bearing deposits was 1.5%, compared to
2.0% for the six-month periods of 2004 and 2003 respectively. See Average Balance Sheet for the six-month periods ended June 30, 2004 and 2003.



Net interest income of $5,230,000 for the six months ended June 30, 2004, compares to $5,088,000 for the same six-month period in 2003, an increase of $142,000 or 2.8%.



Total other income for the six month period ended June 30, 2004, of $495,000
compares to $573,000 for the same six month period in 2003, a decrease of $78,000 or 13.6%. Gains on sale of loans decreased $123,000 due to decreased activity caused by increasing loan rates. The increase of $41,000 in service charges on deposit
accounts was attributable to various service charges that were increased effective April 1, 2003. Other income increased $4,000 due to the increases in miscellaneous other service charges.



Total other expense of $3,629,000 for the six months ended June 30, 2004, compares to
$3,526,000 for the same six-month period in 2003. This represents an increase of $103,000 or 2.9%. Salary and employee benefits increased approximately $109,000 due to normal increases in salaries and employee benefits and additional business
development staff hired in March 2003. The changes in the remaining expense accounts were attributable to increases in items that are normal and recurring in nature.



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##### Table of Contents

RESULTS OF OPERATIONS



Comparison of the Three Months Ended June 30, 2004 and 2003



Net income for the three-month period ended June 30, 2004, was $782,000, an increase of
$12,000 or 1.6% from the $770,000 reported at June 30, 2003.



Total interest
income of approximately $3,435,000 for the three-month period ended June 30, 2004, compares to $3,604,000 for the same period in 2003, a decrease of $169,000 or 4.7%. $221,000 of the decrease in total interest income is attributed to a decrease in
investment securities  taxable. The decrease in interest on investment securities of $247,000 was due to a decrease in the average balances outstanding of $54,209,000 for 2004 compared to $76,449,000 for 2003 and the yield was 4.3% compared to
4.3% for this three-month period of 2004 and 2003 respectively. See Average Balance Sheet for the three-month periods ended June 30, 2004 and 2003. Interest and fees on loans increased $99,000 or 3.6% for the three-month period ended
June 30, 2004 compared to the same period for 2003. The increase in interest and fees on loans is due to an increase in the volume of the loan portfolio. Average loan balances were $213,524,000 compared to $183,342,000 and the yield was 5.3%
compared to 6.0% for this three-month period of 2004 and 2003 respectively.



Total interest expense of $779,000 for the three-month period ending June 30, 2002, represents a decrease of $266,000 from the $1,045,000 reported for the same three-month period in 2003. The decrease in interest expense on deposits of
$254,000 is due mainly to a decrease in volume of Time deposits. Average interest bearing deposits were $201,815,000 for this three-month period of 2004 compared to $205,757,000 for the same three months of 2003. The cost of interest bearing
deposits was 1.4% compared to 1.9% for this three-month period of 2004 and 2003 respectively. See Average Balance Sheet for the three-month periods ended June 30, 2004 and 2003.



Net interest income of $2,655,000 for the three months ended June 30, 2004, compares to
$2,559,000 for the same three-month period in 2003, an increase of $96,000 or 3.8%.



Total other income for the three month period ended June 30, 2004, of $250,000 compares to $328,000 for the same three month period in 2003, a decrease of $78,000 or 23.8%. Gains on sale of loans decreased $89,000 due to the Banks
decreased activity caused by increasing loan rates. The service fee income on deposits increased $6,000 due to various service charges that were increased effective April 1, 2003. Other income increased $5,000 due to the increases in miscellaneous
other service charges also effective April 1, 2003.



Total other expense of
$1,883,000 for the three months ended June 30, 2004, compares to $1,806,000 for the same three-month period in 2003. This represents an increase of $77,000 or 4.3%. Salary and employee benefits increased $63,000 due to normal recurring employee cost
increases for salary and employee benefits.



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##### Table of Contents

Liquidity



Management monitors projected liquidity needs and determines the level desirable based in part on the Companys commitments to make
loans and managements assessment of the Companys ability to generate funds.



The primary sources of funds are deposits, repayment of loans, maturities of investments, funds provided from operations and advances from the FHLB of Cincinnati. While scheduled repayments of loans and maturities of investment securities
are predictable sources of funds, deposit flows and loan repayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its sources of funds to fund existing and future loan
commitments, to fund maturing time deposits and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses.



Cash and amounts due from depository institutions and federal funds sold totaled $8,993,000 at June 30, 2004. These assets provide the
primary source of liquidity for the Company. In addition, management has designated a portion of the investment portfolio, $12,191,000 as available for sale and has an available unused line of credit of $29,860,000 with the Federal Home Loan Bank of
Cincinnati to provide additional sources of liquidity at June 30, 2004. As of June 30, 2004, the Company had commitments to fund loans of approximately $5,367,000 and unused lines of credit totaling $30,176,000.



Cash was provided during the six month period ended June 30, 2004, mainly from operating
activities of $1.9 million, the maturities and repayments of investment securities of $7.0 million, and a net increase of $4.3 million in Federal Home Loan Bank advances and short-term borrowings. Cash was used during the six month period ended June
30, 2004, mainly to fund a net increase in loans of $15.1 million, for the purchase of investment securities of $.6 million, and the net decrease in deposits of $5.0 million. In addition $.2 million was used to purchase equipment, $.3 million was
used to purchase Treasury Stock, and $.6 million was used to pay dividends to shareholders. Cash and cash equivalents totaled $9.0 million at June 30, 2004, a decrease of $8.6 million from $17.6 million at December 31, 2003.



Management is not aware of any conditions, including any regulatory recommendations or
requirements, which would adversely affect its liquidity or ability to meet its funding needs in the normal course of business.



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##### Table of Contents

Risk Elements



The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more
past due, other real estate loans and repossessed assets at June 30, 2004, and December 31, 2003. A loan is classified as nonaccrual when, in the opinion of management, there are doubts about collectibility of interest and principal. At the time the
accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as of result of the
deterioration of the borrower.



|                                                  |  |                        |      |   |                  |   |      |  
|------------------------------------------------- |  | ---------------------- | ---- | - | ---------------- | - | ---- | -
|                                                  |  | June 30,2004           |      |   | December 31,2003 |  
|                                                  |  | (dollars in thousands) |     
|Loans on nonaccrual basis                         |  | $                      | 246  |   |                  | $ | 220  |  
|Loans past due 90 days or more                    |  |                        |     |   |                  |   | 1    |  
|Renegotiated loans                                |  |                        |     |   |                  |   |     |  
|                                                  |  |                        |      |   |                  |   |      |  
|Total nonperforming loans                         |  |                        | 246  |   |                  |   | 221  |  
|                                                  |  |                       
|Other real estate                                 |  |                        |     |   |                  |   |     |  
|Repossessed assets                                |  |                        |     |   |                  |   |     |  
|                                                  |  |                        |      |   |                  |   |      |  
|Total nonperforming assets                        |  | $                      | 246  |   |                  | $ | 221  |  
|                                                  |  |                        |      |   |                  |   |      |  
|Nonperforming loans as a percent of total loans   |  |                        | 0.11 | % |                  |   | 0.11 | %
|                                                  |  |                       
|Nonperforming loans as a percent of total assets  |  |                        | 0.09 | % |                  |   | 0.08 | %
|                                                  |  |                       
|Nonperforming assets as a percent of total assets |  |                        | 0.09 | % |                  |   | 0.08 | %



Management monitors impaired loans on
a continual basis. As of June, 2004, impaired loans had no material effect on the Companys financial position or results from operations.



The allowance for loan losses at June 30, 2004, totaled $2,849,035 or 1.32% of total loans as compared to $2,792,430 or 1.33% at December 31, 2003. Provisions for loan
losses were $120,000 for the six months ended June 30, 2004 and $210,000 for the six months ended June 30, 2003.



The level of funding for the provision is a reflection of the overall loan portfolio. Nonperforming loans consist of approximately $37,000 in commercial real estate, and
$209,000 in one to four family residential mortgages. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in managements opinion.



Management performs a quarterly evaluation of the allowance for loan losses. The evaluation incorporates internal loan review, actual
historical losses, as well as any negative economic trends in the local market. The evaluation is presented to and approved by the Board of Directors. Although the Company maintains its allowance for loan losses at a level that it considers to be
adequate to provide for the inherent risk of loss in its portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods.



Subsequent to June 30, 2004, a commercial loan for $ 1.3 million, has become delinquent and
has been placed on nonaccrual. Management has contacted an auctioneer, who specializes in this type of facility, to evaluate the property and equipment. After the evaluation, the property may require a write-down to the allowance for loan losses
before being sold. The auctioneer will market and sell the property. Management anticipates the completion of the transaction by the end of the fiscal year, December 31, 2004.



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##### Table of Contents

AVERAGE BALANCE SHEET



Average Balance Sheet for the Six-Month Period Ended June 30



The following table sets forth certain information relating to the Companys average balance sheet and reflects the average yield on
assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the
periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented.



|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|------------------------------------------ |  | -------------- | ----------- | - | -------- | - | ---------- |  | ---- | -------------- |  | - | ----------- | - | ---------- | - | --------- |  | ---- | -
|                                           |  | Period Ended   |            
|                                           |  | 2004           |             |   | 2003     |  
|                                           |  | AverageBalance |             |   | Interest |   | Yield/Rate |  |      | AverageBalance |  |   | Interest    |   | Yield/Rate |  
|Assets                                     |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Interest Earnings Assets:                  |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Loans (1)(2)(3)                            |  | $              | 209,107,230 |   |          | $ | 5,616,648  |  | 5.37 | %              |  | $ | 180,186,763 |   |            | $ | 5,503,404 |  | 6.11 | %
|Securities-taxable (4)                     |  |                | 15,163,256  |   |          |   | 292,468    |  | 3.86 | %              |  |   | 35,273,285  |   |            |   | 748,890   |  | 4.25 | %
|Securities-nontaxable (4)                  |  |                | 39,320,035  |   |          |   | 860,894    |  | 4.38 | %              |  |   | 40,801,313  |   |            |   | 908,817   |  | 4.45 | %
|Securities-Equity (4,5)                    |  |                | 1,503,991   |   |          |   | 30,740     |  | 4.09 | %              |  |   | 1,458,767   |   |            |   | 34,131    |  | 4.68 | %
|Federal funds sold                         |  |                | 3,976,607   |   |          |   | 19,997     |  | 1.01 | %              |  |   | 11,130,352  |   |            |   | 62,172    |  | 1.12 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total interest earnings assets             |  |                | 269,071,119 |   |          |   | 6,820,747  |  | 5.07 | %              |  |   | 268,850,480 |   |            |   | 7,257,414 |  | 5.40 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Noninterest earning assets:                |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Cash and due from other institutions       |  |                | 8,883,214   |   |          |   |            |  |      |                |  |   | 8,177,798   |   |            |   |           |  |      |  
|Premises and equipment, net                |  |                | 4,999,935   |   |          |   |            |  |      |                |  |   | 5,119,569   |   |            |   |           |  |      |  
|Accrued interest                           |  |                | 770,799     |   |          |   |            |  |      |                |  |   | 1,038,991   |   |            |   |           |  |      |  
|Other assets                               |  |                | 2,508,955   |   |          |   |            |  |      |                |  |   | 2,337,291   |   |            |   |           |  |      |  
|Less allowance for loan losses             |  |                | (2,777,641  | ) |          |   |            |  |      |                |  |   | (2,435,771  | ) |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total noninterest earnings assets          |  |                | 14,385,262  |   |          |   |            |  |      |                |  |   | 14,237,878  |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total Assets                               |  | $              | 283,456,381 |   |          |   |            |  |      |                |  | $ | 283,088,358 |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Liabilities and Shareholders Equity       |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Interest bearing liabilities:              |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Interest bearing demand                    |  | $              | 33,798,841  |   |          |   | 62,105     |  | .37  | %              |  | $ | 32,438,775  |   |            |   | 89,926    |  | .55  | %
|Money market accounts                      |  |                | 18,684,219  |   |          |   | 79,071     |  | .85  | %              |  |   | 17,586,300  |   |            |   | 98,743    |  | 1.12 | %
|Savings deposits                           |  |                | 41,751,044  |   |          |   | 136,103    |  | .65  | %              |  |   | 40,399,803  |   |            |   | 227,017   |  | 1.12 | %
|Time deposits                              |  |                | 107,185,496 |   |          |   | 1,201,742  |  | 2.24 | %              |  |   | 114,383,956 |   |            |   | 1,615,507 |  | 2.82 | %
|Short term borrowings                      |  |                | 3,996,246   |   |          |   | 3,980      |  | .20  | %              |  |   | 3,999,073   |   |            |   | 2,575     |  | .13  | %
|Federal Home Loan Advances                 |  |                | 3,312,933   |   |          |   | 108,251    |  | 6.54 | %              |  |   | 4,044,101   |   |            |   | 135,943   |  | 6.72 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total interest bearing liabilities         |  |                | 208,728,779 |   |          |   | 1,591,252  |  | 1.52 | %              |  |   | 212,852,008 |   |            |   | 2,169,711 |  | 2.04 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Noninterest bearing liabilities:           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Demand deposits                            |  |                | 39,367,496  |   |          |   |            |  |      |                |  |   | 34,818,065  |   |            |   |           |  |      |  
|Accrued expenses and other liabilities     |  |                | 1,523,411   |   |          |   |            |  |      |                |  |   | 1,949,884   |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total noninterest bearing liabilities      |  |                | 40,890,907  |   |          |   |            |  |      |                |  |   | 36,767,949  |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Shareholders equity                       |  |                | 33,836,695  |   |          |   |            |  |      |                |  |   | 33,468,401  |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Total Liabilities and Shareholders Equity |  | $              | 283,456,381 |   |          |   |            |  |      |                |  | $ | 283,088,358 |   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Net interest income                        |  |                |             |   |          | $ | 5,229,495  |  |      |                |  |   |             |   |            | $ | 5,087,703 |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Interest rate spread (6)                   |  |                |             |   |          |   |            |  | 3.55 | %              |  |   |             |   |            |   |           |  | 3.36 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  
|Net yield on interest earning assets (7)   |  |                |             |   |          |   |            |  | 3.89 | %              |  |   |             |   |            |   |           |  | 3.78 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |   |             |   |            |   |           |  |      |  

---

|(1) | For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
|--- | -------------------------------------------------------------------------------------------------------------

|(2) | Included in loan interest income are loan related fees of $190,895 and $185,413 in 2004 and 2003, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------

|(3) | Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(6) | Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.
|--- | -----------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

AVERAGE BALANCE SHEET



Average Balance Sheet for the Three-Month Period Ended June 30



The following table sets forth certain information relating to the Companys average balance sheet and reflects the average yield on
assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the
periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented.



|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|------------------------------------------ |  | -------------- | ----------- | - | -------- | - | ---------- |  | ---- | -------------- |  | -------- | ----------- | ---------- | - | --------- |  | ---- | -
|                                           |  | Period Ended   |            
|                                           |  | 2004           |             |   | 2003     |  
|                                           |  | AverageBalance |             |   | Interest |   | Yield/Rate |  |      | AverageBalance |  | Interest |             | Yield/Rate |  
|Assets                                     |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Interest Earnings Assets:                  |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Loans (1)(2)(3)                            |  | $              | 213,524,408 |   |          | $ | 2,848,717  |  | 5.34 | %              |  | $        | 183,342,348 |            | $ | 2,749,960 |  | 6.00 | %
|Securities-taxable (4)                     |  |                | 13,633,387  |   |          |   | 132,083    |  | 3.88 | %              |  |          | 33,894,622  |            |   | 353,127   |  | 4.17 | %
|Securities-nontaxable (4)                  |  |                | 39,065,610  |   |          |   | 428,413    |  | 4.39 | %              |  |          | 41,090,320  |            |   | 455,320   |  | 4.43 | %
|Securities-Equity (4,5)                    |  |                | 1,509,884   |   |          |   | 19,331     |  | 5.12 | %              |  |          | 1,464,150   |            |   | 19,228    |  | 5.25 | %
|Federal funds sold                         |  |                | 2,038,008   |   |          |   | 6,214      |  | 1.22 | %              |  |          | 9,790,072   |            |   | 26,976    |  | 1.10 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total interest earnings assets             |  |                | 269,771,297 |   |          |   | 3,434,758  |  | 5.09 | %              |  |          | 269,581,512 |            |   | 3,604,611 |  | 5.35 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Noninterest earning assets:                |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Cash and due from other institutions       |  |                | 9,067,944   |   |          |   |            |  |      |                |  |          | 8,435,794   |            |   |           |  |      |  
|Premises and equipment, net                |  |                | 4,993,083   |   |          |   |            |  |      |                |  |          | 5,073,841   |            |   |           |  |      |  
|Accrued interest                           |  |                | 842,632     |   |          |   |            |  |      |                |  |          | 1,115,144   |            |   |           |  |      |  
|Other assets                               |  |                | 2,587,532   |   |          |   |            |  |      |                |  |          | 2,422,625   |            |   |           |  |      |  
|Less allowance for loan losses             |  |                | (2,818,532  | ) |          |   |            |  |      |                |  |          | (2,496,023  |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total noninterest earnings assets          |  |                | 14,672,659  |   |          |   |            |  |      |                |  |          | 14,551,381  |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total Assets                               |  | $              | 284,443,956 |   |          |   |            |  |      |                |  | $        | 284,132,893 |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Liabilities and Shareholders Equity       |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Interest bearing liabilities:              |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Interest bearing demand                    |  | $              | 34,953,898  |   |          |   | 31,692     |  | .36  | %              |  | $        | 33,692,098  |            |   | 43,874    |  | .52  | %
|Money market accounts                      |  |                | 18,176,202  |   |          |   | 37,855     |  | .83  | %              |  |          | 17,671,574  |            |   | 47,479    |  | 1.07 | %
|Savings deposits                           |  |                | 41,721,769  |   |          |   | 59,113     |  | .57  | %              |  |          | 40,957,562  |            |   | 105,556   |  | 1.03 | %
|Time deposits                              |  |                | 106,963,528 |   |          |   | 595,369    |  | 2.23 | %              |  |          | 113,435,681 |            |   | 780,993   |  | 2.75 | %
|Short term borrowings                      |  |                | 3,832,167   |   |          |   | 2,632      |  | .27  | %              |  |          | 3,495,358   |            |   | 1,133     |  | .13  | %
|Federal Home Loan Advances                 |  |                | 3,301,964   |   |          |   | 52,766     |  | 6.39 | %              |  |          | 3,948,580   |            |   | 66,397    |  | 6.73 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total interest bearing liabilities         |  |                | 208,949,528 |   |          |   | 779,427    |  | 1.49 | %              |  |          | 213,200,853 |            |   | 1,045,432 |  | 1.96 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Noninterest bearing liabilities:           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Demand deposits                            |  |                | 39,957,412  |   |          |   |            |  |      |                |  |          | 35,537,012  |            |   |           |  |      |  
|Accrued expenses and other liabilities     |  |                | 1,922,635   |   |          |   |            |  |      |                |  |          | 2,296,319   |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total noninterest bearing liabilities      |  |                | 41,880,047  |   |          |   |            |  |      |                |  |          | 37,833,331  |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Shareholders equity                       |  |                | 33,614,381  |   |          |   |            |  |      |                |  |          | 33,098,709  |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Total Liabilities and Shareholders Equity |  | $              | 284,443,956 |   |          |   |            |  |      |                |  | $        | 284,132,893 |            |   |           |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Net interest income                        |  |                |             |   |          | $ | 2,655,331  |  |      |                |  |          |             |            | $ | 2,559,179 |  |      |  
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Interest rate spread (6)                   |  |                |             |   |          |   |            |  | 3.60 | %              |  |          |             |            |   |           |  | 3.39 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  
|Net yield on interest earning assets (7)   |  |                |             |   |          |   |            |  | 3.94 | %              |  |          |             |            |   |           |  | 3.80 | %
|                                           |  |                |             |   |          |   |            |  |      |                |  |          |             |            |   |           |  |      |  

---

|(1) | For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
|--- | -------------------------------------------------------------------------------------------------------------

|(2) | Included in loan interest income are loan related fees of $96,762 and $98,203 in 2004 and 2003, respectively.
|--- | -------------------------------------------------------------------------------------------------------------

|(3) | Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(6) | Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.
|--- | -----------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Rate/Volume Analysis



The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods
indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes
in rate multiplied by old average volume). Changes, which are not solely attributable to rate, or volume are allocated to changes in rate due to rate sensitivity of interest-earning assets and interest-bearing liabilities (dollars in thousands).



|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|---------------------------------- |  | -------------------------------------------------------------------------- | ----- | - | ---- | - | ------ | --- |  | - | ---- | -
|                                   |  | Six-Month Period EndedJune 2004 Compared to 2003Increase (Decrease) Due To |      
|                                   |  | Volume                                                                     |       |   | Rate |   |        | Net | 
|Interest income                    |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Loans                              |  | $                                                                          | 1,767 |   |      | $ | (1,654 | )   |  | $ | 113  |  
|Securities-taxable                 |  |                                                                            | (854  | ) |      |   | 410    |     |  |   | (444 | )
|Securities-nontaxable              |  |                                                                            | (66   | ) |      |   | 18     |     |  |   | (48  | )
|Securities-equities                |  |                                                                            | 2     |   |      |   | (18    | )   |  |   | (16  | )
|Federal funds sold                 |  |                                                                            | (80   | ) |      |   | 38     |     |  |   | (42  | )
|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Total interest earning Assets      |  |                                                                            | 769   |   |      |   | (1,206 | )   |  |   | (437 | )
|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Interest expense                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Interest bearing demand            |  |                                                                            | 8     |   |      |   | (36    | )   |  |   | (28  | )
|Money market accounts              |  |                                                                            | 12    |   |      |   | (32    | )   |  |   | (20  | )
|Savings deposits                   |  |                                                                            | 15    |   |      |   | (106   | )   |  |   | (91  | )
|Time deposits                      |  |                                                                            | (203  | ) |      |   | (210   | )   |  |   | (413 | )
|Short-term borrowing               |  |                                                                            |      |   |      |   | 1      |     |  |   | 1    |  
|Federal Home Loan Bank Advances    |  |                                                                            | (49   | ) |      |   | 21     |     |  |   | (28  | )
|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Total interest bearing Liabilities |  |                                                                            | (217  | ) |      |   | (362   | )   |  |   | (579 | )
|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  
|Net change in net interest income  |  | $                                                                          | 986   |   |      | $ | (844   | )   |  | $ | 142  |  
|                                   |  |                                                                            |       |   |      |   |        |     |  |   |      |  



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##### Table of Contents

Rate/Volume Analysis



The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods
indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes
in rate multiplied by old average volume). Changes, which are not solely attributable to rate, or volume are allocated to changes in rate due to rate sensitivity of interest-earning assets and interest-bearing liabilities (dollars in thousands).



|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|---------------------------------- |  | ----------------------------------------------------------------------------- | ----- | - | ---- | - | ------ | --- |  | - | ---- | -
|                                   |  | Three-Month Period Ended June 2004 Compared to 2003Increase (Decrease) Due To |      
|                                   |  | Volume                                                                        |       |   | Rate |   |        | Net | 
|Interest income                    |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Loans                              |  | $                                                                             | 1,811 |   |      | $ | (1,712 | )   |  | $ | 99   |  
|Securities-taxable                 |  |                                                                               | (844  | ) |      |   | 623    |     |  |   | (221 | )
|Securities-nontaxable              |  |                                                                               | (90   | ) |      |   | 64     |     |  |   | (26  | )
|Securities-equities                |  |                                                                               | 2     |   |      |   | (2     | )   |  |   |     |  
|Federal funds sold                 |  |                                                                               | (86   | ) |      |   | 65     |     |  |   | (21  | )
|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Total interest earning Assets      |  |                                                                               | 793   |   |      |   | (962   | )   |  |   | (169 | )
|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Interest expense                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Interest bearing demand            |  |                                                                               | 7     |   |      |   | (19    | )   |  |   | (12  | )
|Money market accounts              |  |                                                                               | 5     |   |      |   | (14    | )   |  |   | (9   | )
|Savings deposits                   |  |                                                                               | 8     |   |      |   | (55    | )   |  |   | (47  | )
|Time deposits                      |  |                                                                               | (178  | ) |      |   | (8     | )   |  |   | (186 | )
|Short-term borrowing               |  |                                                                               |      |   |      |   | 2      |     |  |   | 2    |  
|Federal Home Loan Bank Advances    |  |                                                                               | (43   | ) |      |   | 30     |     |  |   | (13  | )
|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Total interest bearing Liabilities |  |                                                                               | (201  | ) |      |   | (64    | )   |  |   | (265 | )
|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  
|Net change in net interest income  |  | $                                                                             | 994   |   |      | $ | (898   | )   |  | $ | 96   |  
|                                   |  |                                                                               |       |   |      |   |        |     |  |   |      |  



-19-



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##### Table of Contents

Item 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK



Market risk for the Company is comprised primarily from interest rate risk exposure and
liquidity risk. Since virtually all of the interest-earning assets and paying liabilities are at the Bank, virtually all of the interest rate risk and liquidity risk lies at the Bank level. The Bank is not subject to any trading risk. In addition,
the Bank does not participate in hedging transactions such as interest rate swaps and caps. Changes in interest rates will impact both income and expense recorded and also the market values of long-term interest-earnings assets. Interest rate risk
and liquidity risk management is performed at the Bank level. Although the Bank has a diversified loan portfolio, loans outstanding to individuals and businesses are dependent upon the local economic conditions in the immediate trade area.



One of the principal functions of the Companys asset/liability
management program is to monitor the level to which the balance sheet is subject to interest rate risk. The goal of the asset/liability program is to manage the relationship between interest rate sensitive assets and liabilities, thereby minimizing
the fluctuations in the net interest margin, which achieves consistent growth of net interest income during periods of changing interest rates.



Interest rate sensitivity is the result of differences in the amounts and repricing dates of a banks rate sensitive assets and rate sensitive liabilities. These
differences, or interest rate repricing gap provide an indication of the extent that the Companys net interest income is affected by future changes in interest rates. During a period of rising interest rates, a positive gap, a
position of more rate sensitive assets than rate sensitive liabilities, is desired. During a falling interest rate environment, a negative gap is desired, that is, a position in which rate sensitive liabilities exceed rate sensitive assets.



At June 30, 2004, the Company had a cumulative positive gap of $112.0 million
or 38.89% at the one-year horizon. The gap analysis indicates that if interest rates were to rise 200 basis points (2.00%), the Companys net interest income would improve at the one-year horizon because the Companys rate sensitive assets
would reprice faster than rate sensitive liabilities. Conversely, if rates were to fall 200 basis points, the Companys net interest income would decline.



Management also manages interest rate risk with the use of simulation modeling which measures the sensitivity of future net interest income as a result of changes in
interest rates. The analysis is based on repricing opportunities for variable rate assets and liabilities and upon contractual maturities of fixed rate instruments.



The simulation also calculates net interest income based upon rate increases or decrease of + or  200 basis points (or 2.00%) in 100
basis point (or 1.00%) increments. The analysis reprices the balance sheet and forecasts future cash flows over a one-year horizon at the net interest rate levels. The cash flows are then totaled to calculate net interest income. Assumptions are
made for loan and investment pre-payment speeds and are incorporated into the simulation as well. Loan and investment pre-payment speeds will increase as interest rates decrease and slow as interest rates rise. The current analysis indicates that,
given a 200 basis point overnight decrease in interest rates, the Company would experience a potential $700,000 or 20.22% decline in net interest income. If rates were to increase 200 basis points, the analysis indicates that the Companys net
interest income would increase $707,000 or 20.41%. It is important to note, however, that this exercise would be a worst-case scenario. It would be more likely to have incremental changes in interest rates, rather than a single significant increase
or decrease.



When management believes interest rate movements will occur, it
can restructure the balance sheet and thereby the ratio of rate sensitive assets to rate sensitive liabilities which in turn will effect the net interest income. It is important to note; however, that in gap analysis and simulation modeling not all
assets and liabilities with similar maturities and repricing opportunities will reprice at the same time or to the same degree and therefore, could effect forecasted results.



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##### Table of Contents

Much of the Banks deposits have the ability to reprice immediately, however, deposit rates are not tied to an
external index. As a result, although changing market interest rates impact repricing, the Bank retains much of the control over repricing by determining itself the extent and timing of repricing deposit products. In addition, the Bank maintains a
portion of its investment portfolio as available for sale securities and also has a significant variable rate loan portfolio, which is used to offset rate sensitive liabilities.



Changes in market interest rates can also affect the Banks liquidity position through the impact rate change may have on the market
value of the available for sale portion of the investment portfolio. Increase in market rates can adversely impact the market values and therefore, make it more difficult for the Bank to sell available for sale securities needed for general
liquidity purposes without incurring a loss on the sale. This issue is addressed by the Bank with the use of borrowings from the Federal Home Loan Bank (FHLB) and the selling of fixed rate mortgages as a source of liquidity to the Bank.



The Companys liquidity plan allows for the use of long-term advances or
short-term lines of credit with the FHLB as a source of funds. Borrowing from FHLB not only provides a source of liquidity for the Company, but also serves as a tool to reduce interest risk as well. The Company may structure borrowings from FHLB to
match those of customers credit requests, and therefore, lock in interest rate spreads over the lives of the loans.



In addition to borrowing from the FHLB as a source for liquidity, the Company also participates in the secondary mortgage market. Specifically, the Company sells fixed
rate, residential real estate mortgages to the Federal Home Loan Mortgage Corporation (Freddie Mac). The sales to Freddie Mac not only provide an opportunity for the Bank to remain competitive in the market place, by allowing it to offer
a fixed rate mortgage product, but also provide an additional source of liquidity and an additional tool for management to limit interest rate risk exposure. The Bank continues to service all loans sold to Freddie Mac.



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##### Table of Contents

Item 4  CONTROLS AND PROCEDURES



The Company
has carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys President and Chief Executive Officer and Vice President and Chief Financial Officer, of the effectiveness
of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the President and Chief Executive Officer and Vice President and Chief Financial Officer concluded
that the Companys disclosure controls and procedures are effective, as of the end of the period covered by this report, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required
to be included in the Companys periodic SEC filings. There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



Disclosure controls and procedures are the control and other procedures of the
Company that are designed to ensure that the information required to be disclosed by the Company in its reports or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities
and Exchanges Commissions rules and forms.



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##### Table of Contents

Part II  OTHER INFORMATION



Item 1 - Legal Proceedings



None



Item 2 - Changes in Securities, Use of Proceeds and Issue Purchases of Equity Securities



None



ISSUER PURCHASES OF EQUITY SECURITIES



|                      |  |                                             |  |                                         |       |                                                                                            |     |                                                                                                                      |    
|--------------------- |  | ------------------------------------------- |  | --------------------------------------- | ----- | ------------------------------------------------------------------------------------------ | --- | -------------------------------------------------------------------------------------------------------------------- | ---
|Period                |  | (a) TotalNumber ofShares (orUnits)Purchased |  | (b) AveragePrice Paidper Share(or Unit) |       | (c) Total Numberof Shares (orUnits) Purchasedas Part of PubliclyAnnounced Plansor Programs |     | (d) MaximumNumber (orApproximate DollarValue) of Shares (orUnits) that May YetBe Purchased Underthe Plans
orPrograms
|January 1  31, 2004  |  | 615                                         |  | $                                       | 95.00 |                                                                                            | N/A |                                                                                                                      | N/A
|February 1  29, 2004 |  |                                            |  |                                         |      |                                                                                            | N/A |                                                                                                                      | N/A
|March 1  31, 2004    |  |                                            |  |                                         |      |                                                                                            | N/A |                                                                                                                      | N/A
|April 1  30, 2004    |  | 1,129                                       |  | $                                       | 95.00 |                                                                                            | N/A |                                                                                                                      | N/A
|May 1  31, 2004      |  |                                             |  |                                         |       |                                                                                            | N/A |                                                                                                                      | N/A
|June 1  30, 2004     |  | 1,400                                       |  | $                                       | 95.00 |                                                                                            | N/A |                                                                                                                      | N/A
|                      |  |                                             |  |                                         |       |                                                                                            |     |                                                                                                                      |    
|Total (1)             |  | 3,144                                       |  | $                                       | 95.00 |                                                                                            | N/A |                                                                                                                      | N/A
|                      |  |                                             |  |                                         |       |                                                                                            |     |                                                                                                                      |    

---

|(1) | 3,144 shares of common stock were purchased by Killbuck Bancshares in open-market transactions.
|--- | -----------------------------------------------------------------------------------------------



Item 3 - Defaults by the Company on its senior securities



None



Item 4 - Results of votes of security holders



The following represent the results of matters submitted to a vote of the shareholders at the annual meeting held on April 26, 2004.



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##### Table of Contents

Affixing the number of directors at nine for 2004:



|        |  |        
|------- |  | -------
|For     |  | 565,814
|Abstain |  | 138    
|Absent  |  | 152,479



|                                                                                                                                                                                |  |         |  |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|Election of Directors:                                                                                                                                                          |  |         |  |         
|                                                                                                                                                                                |  |        
|The following directors were elected with terms to expire 2007:                                                                                                                 |  |         |  |         
|                                                                                                                                                                                |  |        
|                                                                                                                                                                                |  | For     |  | Withheld
|Ted Bratton                                                                                                                                                                     |  | 565,814 |  | 152,617 
|Max A. Miller                                                                                                                                                                   |  | 565,814 |  | 152,617 
|Michael S. Yoder                                                                                                                                                                |  | 565,814 |  | 152,617 
|                                                                                                                                                                               
|Other directors not up for election but continuing in office include: John W. Baker; Richard L. Fowler; Kenneth E. Taylor; Dean J. Mullet; Luther E. Proper; and Allan R.
Mast.





Item 5 - Other Information



None



Item 6 - Exhibits and Reports on Form 8-K



| | a) | The following exhibits are included in this report or incorporated herein by reference:
| | -- | ---------------------------------------------------------------------------------------



|        |  |                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|3.1(i)  |  | Articles of Incorporation of Killbuck Bancshares, Inc.*                                                                
|3.1(ii) |  | Amendment to the Articles of Incorporation of Killbuck Bancshares, Inc. increasing authorized shares.*                 
|3.2     |  | Code of Regulations of Killbuck Bancshares, Inc.*                                                                      
|10.1    |  | Employment Contract                                                                                                    
|10.2    |  | Employment Contract                                                                                                    
|10.3    |  | Employment Contract                                                                                                    
|31.1    |  | Section 302 Certification                                                                                              
|31.2    |  | Section 302 Certification                                                                                              
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1    |  | Independent Accountants Report                                                                                        



| | b) | No reports on Form 8-K were filed during the quarter of the period covered by this report.
| | -- | ------------------------------------------------------------------------------------------

---

|* | Incorporated by reference to an identically numbered exhibit to the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998 and subsequently amended on July 8, 1998 and July 31,
1998.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Signatures



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                           |  |                        
|--------------------- |  | ------------------------- |  | -----------------------
|                      |  | Killbuck Bancshares, Inc.
|                      |  |                          
|Date: August 11, 2004 |  | By:                       |  | /s/ Luther E. Proper   
|                      |  |                           |  | Luther E. Proper       
|                      |  |                           |  | President and          
|                      |  |                           |  | Chief Executive Officer
|                      |  |                          
|Date: August 11, 2004 |  | By:                       |  | /s/ Diane Knowles      
|                      |  |                           |  | Diane Knowles          
|                      |  |                           |  | Chief Financial Officer



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