SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 1997

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [No Fee Required]

                  For the transition period from _______ to _______

                         Commission file number 0-23182

                               AMB FINANCIAL CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Delaware                                          35-1905382
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

8230 Hohman Avenue, Munster, Indiana                        46321-1578
(Address of principal executive offices                     (Zip Code)

Issuer's telephone number, including area code: (219) 836-5870

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve  months (or for
such shorter period that the Issuer was required to file such reports),  and (2)
has been subject to such requirements for the past 90 days. YES [X] NO [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]
<PAGE>
         The Issuer had $8.3 million in gross income for the year ended December
31, 1997.

         The aggregate  market value of the voting stock held by  non-affiliates
of the  Registrant,  computed by  reference  to the average of the bid and asked
price of such stock as of December 31, 1997 was $12.1  million.  (The  exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the Registrant that such person is an affiliate of the
Registrant.)

                       DOCUMENTS INCORPORATED BY REFERENCE

         PARTS II and IV of Form  10-KSB--1997  Annual  Report to  Stockholders.
         PART III of Form 10-KSB--Proxy Statement for the 1998 Annual Meeting of
         Stockholders.
<PAGE>
                                     PART I

Item  1. Description of Business

General

         AMB Financial  Corp.  (the  "Company"),  was formed in 1993 by American
Savings,  FSB ("American  Savings" or the "Bank") under the laws of Delaware for
the purpose of becoming a savings and loan holding  company.  American  Savings,
headquartered in Munster,  Indiana, was founded in 1957 as a federally chartered
institution.  Its deposits are insured up to  applicable  limits by the FDIC. In
March 1996,  the Bank  converted to the stock form of  organization  through the
sale and  issuance of 1,124,125  shares of its common stock to the Company.  The
principal asset of the Company is the outstanding  stock of the Bank, its wholly
owned  subsidiary.  The Company  presently  has no separate  operations  and its
business  consists  only of the  business  of the Bank.  All  references  to the
Company,  unless otherwise  indicated,  at or before March 29, 1996 refer to the
Bank.

         American   Savings  has  been,   and  intends  to  continue  to  be,  a
community-based   financial  institution  that  offers  a  variety  of  selected
financial  services  to meet the  needs of the  community  it  serves.  The Bank
attracts  deposits  from the general  public and uses such deposits to originate
one-to   four-family   residential   mortgage   and,   to   a   lesser   extent,
non-residential,  multi-family real estate,  commercial  business,  consumer and
land loans in its primary market area. The Bank also invests in  mortgage-backed
securities,  investment  securities  consisting  primarily  of  U.S.  government
obligations  and various  types of  short-term  liquid  assets.  See  "--Lending
Activities" and "--Investment Activities."

         American  Savings  serves the  financial  needs of  families  and local
businesses in its primary market area, northwest Lake County,  Indiana,  through
its main office located in Munster,  Indiana and three branch offices located in
the  communities of Dyer,  East Chicago and Hammond,  Indiana.  Its deposits are
insured up to applicable  limits by the Federal  Deposit  Insurance  Corporation
("FDIC").  At December 31, 1997,  the Company had total assets of $99.8 million,
deposits of $71.7 million and  stockholders'  equity of $14.8 million (or 14.80%
of total assets).

         The executive  office of the Company is located at 8230 Hohman  Avenue,
Munster,  Indiana  46321-1578 and its telephone  number at that address is (219)
836-5870.

Lending Activities

         General.  The principal lending activity of the Bank is originating for
its portfolio first mortgage loans secured by owner-occupied one- to four-family
residential  properties  located in its primary  market areas.  In addition,  in
order to  increase  the  yield  and/or  the  interest  rate  sensitivity  of its
portfolio  and in order to provide  more  comprehensive  financial  services  to
families and community  businesses in the Bank's primary  market area,  American
Savings also originates and purchases non-residential real estate, multi-family,
commercial business, consumer and land loans.
<PAGE>
Loan Portfolio Composition

         The following table sets forth  information  concerning the composition
of the Bank's  loan  portfolio  in dollar  amounts  and in  percentages  (before
deductions for loans in process,  deferred fees and discounts and allowances for
losses) as of the dates indicated.
<TABLE>
<CAPTION>
                                                                            December 31,
                                        ----------------------------------------------------------------------------------
                                               1997                  1996                   1995                1994
                                        -----------------------------------------------------------------------------------
                                         Amount    Percent     Amount     Percent   Amount     Percent    Amount    Percent
                                         ------    -------     ------     -------   ------     -------    ------    -------
                                                                      (Dollars in Thousands)
<S>                                     <C>        <C>        <C>         <C>       <C>         <C>       <C>        <C>
Real Estate Loans:
 One- to four-family...............     $51,567     64.71%    $43,669      63.41%   $38,056      68.60%   $37,050     69.02%
 Multi-family......................       4,010      5.03       3,259       4.73      3,419       6.16      3,445      6.42
 Non-residential...................       9,315     11.69       8,806      12.79      4,146       7.47      3,971      7.40
 Construction......................       4,450      5.59       4,406       6.40      3,194       5.76      3,580      6.67
 Land..............................         325       .41         217        .32        223        .40        736      1.37
                                        -------    ------     -------     ------    -------    -------     ------    ------
     Total real estate loans.......      69,667     87.43      60,357      87.65     49,038      88.39     48,782     90.88
                                         ------   -------    --------    -------    -------    -------     ------    ------

Other Loans:
 Consumer Loans:
  Deposit account..................         165       .21         185        .27        223        .40        263       .49
  Student..........................           3       ---           3        .01          4        .01          5       .01
  Home improvement.................          11       .01          15        .01         12        .01         21       .04
  Line of credit...................       3,259      4.09       2,968       4.31      2,745       4.96      2,873      5.35
  Other ...........................       1,666      2.09       1,818       2.64      1,037      1.87         824      1.54
                                        -------    ------     -------     ------    -------    -------     ------    ------
     Total consumer loans..........       5,104      6.40       4,989       7.24      4,021      7.25       3,986      7.43
                                        -------    ------     -------     ------    -------    -------     ------    ------
 Commercial business loans.........       4,916      6.17       3,519       5.11      2,420      4.36         905      1.69
                                        -------    ------     -------     ------    -------    -------     ------    ------

     Total loans receivable........      79,687    100.00%     68,865     100.00%    55,479    100.00%     53,673    100.00%
                                                   ======                 ======               ======                ======

Less:
 Loans in process..................       1,975                   910                   268                 1,245
 Deferred fees and discounts.......         209                   234                   213                   248
 Allowance for losses..............         410                   355                   359                   331
                                        -------               -------               -------               -------
 Total loans receivable, net.......     $77,093               $67,366               $54,639               $51,849
                                        =======               =======               =======               =======


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     December 31,
                                                ---------------------
                                                         1993
                                                ---------------------
                                                Amount        Percent
<S>                                             <C>           <C>
Real Estate Loans:
 One- to four-family...............             $35,202        71.64%
 Multi-family......................               2,877         5.85
 Non-residential...................               3,726         7.58
 Construction......................               1,161         2.36
 Land..............................                 493         1.00
                                                -------        -----
     Total real estate loans.......              43,459        88.43
                                                -------        -----

Other Loans:
 Consumer Loans:
  Deposit account..................                 111          .23
  Student..........................                  16          .03
  Home improvement.................                  62          .13
  Line of credit...................               2,642         5.38
  Other ...........................                 639         1.30
                                                -------        -----
     Total consumer loans..........               3,470         7.07
                                                -------        -----
 Commercial business loans.........               2,211         4.50
                                                -------        -----

     Total loans receivable........              49,140       100.00%
                                                              ======

Less:
 Loans in process..................                  14
 Deferred fees and discounts.......                 233
 Allowance for losses..............                 291
                                               --------
 Total loans receivable, net.......            $ 48,602
                                               ========
</TABLE>
<PAGE>
         The following table shows the composition of the Bank's loan portfolios
by fixed- and adjustable-rate at the dates indicated.
<TABLE>
<CAPTION>
                                                                          December 31, 1997
                                      ---------------------------------------------------------------------------------------
                                               1997                   1996                1995                    1994
                                      ---------------------------------------------------------------------------------------
                                       Amount     Percent    Amount      Percent    Amount     Percent     Amount     Percent
                                       ------     -------    ------      -------    ------     -------     ------     -------
                                                                    (Dollars in Thousands)
<S>                                     <C>        <C>        <C>         <C>       <C>         <C>       <C>        <C>
Fixed-Rate Loans:
 Real estate:
  One- to four-family...............   $38,967      48.90%   $33,248      48.28%   $30,512       55.00%   $30,657      57.12%
  Multi-family......................     1,847       2.32      1,999       2.90      2,102        3.79      2,220       4.14
  Non-residential...................     3,364       4.22      2,917       4.24      2,021        3.64      2,168       4.04
  Construction......................     2,893       3.63        ---      ---          ---         ---        ---        ---
  Land..............................       211        .27        ---      ---          ---         ---        ---        ---
                                       -------     ------    -------     ------   --------      ------    -------     ------
     Total real estate loans........    47,282      59.34     38,164      55.42     34,635       62.43     35,045      65.30
                                       -------     ------    -------     ------   --------      ------    -------     ------
 Consumer...........................     1,845       2.31      1,588       2.31      1,272        2.29      1,108       2.06
 Commercial business................     3,828       4.80      3,252       4.72      2,089        3.76        644       1.20
                                        -------     ------    -------     ------   --------      ------    -------     -----
    Total fixed-rate loans.........     52,955      66.45     43,004      62.45     37,996       68.48     36,797      68.56
                                       -------     ------    -------     ------   --------      ------    -------     ------
Adjustable-Rate Loans:
 Real estate:
  One- to four-family...............    12,600      15.81     10,421      15.13      7,544       13.60      6,393      11.91
  Multi-family......................     2,163       2.71      1,260       1.83      1,317        2.37      1,225       2.28
  Non-residential...................     5,951       7.47      5,889       8.55      2,125        3.83      1,803       3.36
  Construction......................     1,557       1.96      4,406       6.40      3,194        5.76      3,580       6.67
  Land .............................       114        .14        217        .32        223         .40        736       1.37
                                       -------     ------   --------     ------ ----------      ------  ---------    -------
     Total real estate loans........    22,385      28.09     22,193      32.23     14,403       25.96     13,737      25.59
                                       -------     ------    -------     ------   --------      ------    -------     ------
 Consumer...........................     3,259       4.09      3,401       4.93      2,749        4.96      2,878       5.36
 Commercial business................     1,088       1.37        267        .39        331         .60        261        .49
                                       -------     ------    -------     ------   --------      ------    -------     ------
     Total adjustable-rate loans....    26,732      33.55     25,861      37.55     17,483       31.52     16,876      31.44
                                       -------     ------    -------     ------   --------      ------    -------     ------

     Total loans receivable.........    79,687     100.00%    68,865     100.00%    55,479      100.00%   53,673     100.00%
                                                   ======                ======                 ======               ======

Less:
 Loans in process...................     1,975                   910                   268                  1,245
 Deferred fees and discounts........       209                   234                   213                    248
 Allowance for loan losses..........       410                   355                   359                    331
                                       -------               -------               -------                -------
    Total loans receivable, net.....   $77,093               $67,366               $54,639                $51,849
                                       =======               =======               =======                =======

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            December 31, 1997
                                         ---------------------
                                                  1993
                                         ---------------------
                                           Amount      Percent
                                           ------      -------
<S>                                       <C>          <C>
Fixed-Rate Loans:
 Real estate:
  One- to four-family...............      $26,563      54.06%
  Multi-family......................        2,284       4.65
  Non-residential...................        2,177       4.43
  Construction......................          ---        ---
  Land..............................          ---        ---
                                          -------     ------
     Total real estate loans........       31,024      63.14
                                          -------     ------
 Consumer...........................          812       1.65
 Commercial business................          959       1.95
                                           -------     ------
    Total fixed-rate loans.........        32,795      66.74
                                          -------     ------
Adjustable-Rate Loans:
 Real estate:
  One- to four-family...............        8,639      17.58
  Multi-family......................          593       1.21
  Non-residential...................        1,549       3.15
  Construction......................        1,161       2.36
  Land .............................          493       1.00
                                          -------    -------
     Total real estate loans........       12,435      25.30
                                          -------     ------
 Consumer...........................        2,658       5.41
 Commercial business................        1,252       2.55
                                          -------     ------
     Total adjustable-rate loans....       16,345      33.26
                                          -------     ------

     Total loans receivable.........      49,140     100.00%
                                                     ======

Less:
 Loans in process...................           14
 Deferred fees and discounts........          233
 Allowance for loan losses..........          291
                                          --------
    Total loans receivable, net.....      $48,602
                                          =======
</TABLE>
<PAGE>
         The following table  illustrates  the interest rate  sensitivity of the
Bank's loan portfolio at December 31, 1997.  Mortgages  which have adjustable or
renegotiable interest rates are shown as maturing in the period during which the
contract requires the final payment to be made,  without regard to interest rate
adjustments.  The table does not reflect the effects of possible  prepayments or
enforcement of due-on-sale clauses.
<TABLE>
<CAPTION>
                                                         Real Estate
                           ----------------------------------------------------------------------
                                                      Multi-family and
                             One- to Four-Family      Non-residential           Construction              Land
                           ------------------------  -------------------   ----------------------   ------------------
                                          Weighted              Weighted                Weighted              Weighted
                                          Average               Average                 Average               Average
                              Amount        Rate      Amount      Rate       Amount       Rate      Amount      Rate
                              ------        ----      ------      ----       ------       ----      ------      ----
                                                          (Dollars in Thousands)
 Due During
Period Ending December 31,
<S>                           <C>           <C>      <C>           <C>       <C>          <C>      <C>         <C>

1998 .............           $ 1,092        9.06%    $ 1,905       9.03 %    $ 3,423       8.37%   $  114      10.00%
1999 to 2000 .....             1,967        8.34         984       9.35        1,000       9.25        23       8.00
2001 and 2002 ....             4,117        8.07       1,243       8.76           --         --        32       8.00
2003 to 2007 .....            14,239        7.40       1,375       9.49           27       8.63       122       8.35
2008 to 2017 .....            13,858        7.59       5,930       9.08           --         --        34       8.75
2018 and following            16,294        7.56       1,888       8.49           --         --        --        --

   Total .........           $51,567        7.63%    $13,325       9.02%      $ 4,450      8.57%   $  325       8.91%


<CAPTION>
                                                           Commercial
                                    Consumer               Business                Total
                              --------------------    -------------------   ---------------------
                                          Weighted               Weighted               Weighted
                                          Average                Average                Average
                                Amount      Rate       Amount      Rate       Amount      Rate
                                ------      ----       ------      ----       ------      ----
 Due During
Period Ending December 31,
<S>                            <C>          <C>       <C>           <C>      <C>           <C>
1998 .............            $ 3,760      10.3%     $ 1,531       7.99%    $ 11,825      9.12%
1999 to 2000 .....                907      8.17        2,903       7.93        7,784      8.41
2001 and 2002 ....                437      7.95          482       9.40        6,311      8.30
2003 to 2007 .....                 --        --           --         --       15,763      7.59
2008 to 2017 .....                 --        --           --         --       19,822      8.04
2018 and following                 --        --           --         --       18,182      7.66

   Total .........            $ 5,104      9.72%      $ 4,916      8.09%    $ 79,687      8.08%

</TABLE>
<PAGE>
         The total  amount  of loans due after  December  31,  1998  which  have
predetermined  interest rates is $47.4 million,  while the total amount of loans
due after such dates which have floating or adjustable  interest  rates is $20.5
million.

         Under  federal  law,  the  aggregate  amount of loans  that the Bank is
permitted to make to any one borrower is generally  limited to 15% of unimpaired
capital  and  surplus  (25%  if  the  security  for  such  loan  has a  "readily
ascertainable"  value or 30% for  certain  residential  development  loans).  At
December  31,  1997,  based on the  above,  the  Bank's  regulatory  loan-to-one
borrower limit was approximately $1.4 million. On the same date, the Bank had no
borrowers with outstanding balances in excess of this amount. As of December 31,
1997,  the largest  dollar  amount of  indebtedness  to one borrower or group of
related borrowers was $898,000 in loans secured by non-residential property.
Such loans are performing in accordance with their terms.

         Loan  applications  are  initially  considered  and  approved  by  Bank
officers with various  levels of lending  authority  depending on the collateral
type and loan  amount.  Loans that exceed  individual  or combined  loan officer
authority are referred to the Loan  Committee.  Loans greater than $500,000 must
be approved by the Board of Directors after review and  preliminary  approval by
the Loan Committee.

         All of the  Bank's  lending  is  subject  to its  written  underwriting
standards and to loan origination  procedures.  The Bank is an equal opportunity
lender.  Decisions  on loan  applications  are  made on the  basis  of  detailed
applications  and  property  valuations  (consistent  with  the  Bank's  written
appraisal policy) by qualified independent appraisers. The loan applications are
designed  primarily to determine  the  borrower's  ability to repay and the more
significant items on the application are verified through use of credit reports,
financial statements, tax returns and/or confirmations.

         Generally,  the Bank requires title  insurance on its mortgage loans as
well as fire and extended coverage casualty  insurance in amounts at least equal
to the  principal  amount  of the  loan  or the  value  of  improvements  on the
property,  depending on the type of loan. The Bank also requires flood insurance
to protect the property  securing its interest when the property is located in a
flood plain or otherwise deemed prudent by management.

One- to Four-Family Residential Real Estate Lending

         The  cornerstone  of the  Bank's  lending  program  has  long  been the
origination of long-term  permanent loans secured by mortgages on owner-occupied
one- to four-family  residences.  At December 31, 1997, $51.6 million, or 64.71%
of the Bank's loan portfolio consisted of permanent loans on one- to four-family
residences.  At that date, the average outstanding  residential loan balance was
$60,100 and the largest outstanding  residential loan had a principal balance of
$610,000.  Virtually all of the residential loans originated by American Savings
are  secured  by  properties   located  in  the  Bank's  market  area.   See  "-
Originations, Sales and Purchases of Loans."
<PAGE>
         Historically,  American  Savings  originated  for  retention in its own
portfolio  30-year  fixed-rate loans secured by one- to four-family  residential
real estate.  Beginning  in 1982,  in order to reduce its exposure to changes in
interest  rates,  American  Savings began to originate  ARMs and balloon  loans,
subject to market conditions and consumer  preference.  As a result of continued
consumer demand,  particularly  during periods of relatively low interest rates,
for fixed-rate loans,  American Savings has continued to originate for retention
in its portfolio fixed-rate  residential loans in amounts and at rates which are
monitored for  compliance  with the Bank's  asset/liability  management  policy.
Currently,  the Bank  originates  fixed-rate  loans with  maturities of up to 15
years for retention in it own portfolio.

         All ARMs and balloon  loans  originated  by the Bank are  retained  and
serviced by it. At December 31, 1997,  the Bank had $19.7  million of fixed-rate
residential  loans  with  less  than 10  years to  maturity,  $13.1  million  of
fixed-rate  residential  loans with maturities  between 10 and 20 years and $6.2
million of fixed-rate residential loans with maturities in excess of 21 years in
its portfolio.  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations  -Asset/Liability  Management" in the Company's Annual
Report to Stockholders filed as Exhibit 13 hereto (the "Annual Report").

         The Bank has offered ARM loans at rates, terms and points determined in
accordance  with market and  competitive  factors.  The Bank's  current  one- to
four-family  residential  ARMs  are  fully  amortizing  loans  with  contractual
maturities  of up to 30 years.  The  interest  rates on the ARMs  originated  by
American  Savings are generally  subject to  adjustment at three-year  intervals
based on a margin  over the Three Year  Treasury  Securities  Constant  Maturity
Index.  Decreases  or  increases  in the  interest  rate of the Bank's  ARMs are
generally  limited to 5% above or below the initial  interest rate over the life
of the loan. The Bank's ARMs are not convertible  into fixed-rate  loans, do not
contain prepayment penalties and do not produce negative amortization. ARM loans
may be assumed provided home buyers meet the Bank's  underwriting  standards and
the applicable fees are paid. At December 31, 1997, the total balance of one- to
four-family ARMs was $12.6 million.

         The Bank  evaluates  both the  borrower's  ability  to make  principal,
interest and escrow  payments and the value of the property that will secure the
loan. American Savings originates  residential mortgage loans with loan-to-value
ratios up to 95%. On mortgage loans exceeding an 80% loan-to-value  ratio at the
time of origination,  American  Savings will generally  require private mortgage
insurance in an amount  intended to reduce the Bank's exposure to 80% or less of
the appraised value of the underlying property.

         As  of  December  31,  1997,  the  Bank  had  21  one-  to  four-family
residential  mortgage  loans  having an  aggregate  balance of $6.0 million with
current  balances  in excess of the  current  FHLMC  maximum,  $227,500  ("jumbo
loans").  The Bank's  delinquency  experience on its jumbo residential loans has
been similar to its experience on its other residential loans.

         The Bank's residential  mortgage loans customarily  include due-on-sale
clauses  giving  the Bank the  right to  declare  the loan  immediately  due and
payable in the event that,  among other things,  the borrower sells or otherwise
disposes of the property subject to the mortgage and the loan is not repaid.
<PAGE>
Multi-Family and Non-Residential Real Estate Lending

         The Bank has long made permanent  multi-family and non-residential real
estate loans in its primary market area.  However,  the Bank has increased these
portfolios in recent years in  accordance  with its  asset/liability  management
policy.  See  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations -  Asset/Liability  Management" in the Annual  Report.  At
December   31,  1997,   the  Bank  had  $13.3   million  in   multi-family   and
non-residential real estate loans,  representing 16.72% of the Bank's gross loan
portfolio.

         The Bank's  multi-family loan portfolio  includes loans secured by five
or more unit  residential  buildings  located  primarily  in the Bank's  primary
market area. The Bank's  non-residential  real estate loan portfolio consists of
loans on a variety of  non-residential  properties  including retail facilities,
small  office   buildings   and   motel/hotels.   During  1997,   an  additional
participation in an apartment complex located in Hobart, Indiana accounted for a
loan of $491,000.

         The Bank has originated and purchased both  adjustable-  and fixed-rate
multi-family  and  non-residential  real estate  loans,  although  most  current
originations  have  adjustable  rates.  Rates  on  the  Bank's   adjustable-rate
multi-family and non-residential  real estate loans generally adjust in a manner
consistent with the Bank's one- to four-family  residential  ARMs.  Multi-family
and non-residential  real estate loans are generally  underwritten in amounts of
up to 80% of the appraised value of the underlying property.

         Appraisals on properties securing multi-family and non-residential real
estate loans  originated  by the Bank are  performed by a qualified  independent
appraiser  at the time the loan is made.  In addition,  the Bank's  underwriting
procedures  generally  require  verification  of the borrower's  credit history,
income and financial statements,  banking  relationships,  references and income
projections for the property. Personal guarantees are generally obtained for the
Bank's multi-family and non-residential real estate loans.

         Substantially all of the multi-family  residential and  non-residential
real  estate  loans  originated  by the Bank are secured by  properties  located
within 25 miles of one or more of the Bank's offices.
<PAGE>
         The table below sets forth by type of security  property the  estimated
number,  loan amount and outstanding  balance of American Savings'  multi-family
and non-residential real estate loans at December 31, 1997.
<TABLE>
<CAPTION>
                                                                               Outstanding
                                  Number of              Original               Principal
                                    Loans               Loan Amount              Balance
                                    -----               -----------              -------
                                                    Dollars in Thousands)
<S>                                   <C>                <C>                     <C>

Multi-family...................       17                 $ 5,248                 $ 4,010
Office.........................        7                   1,586                   1,497
Retail.........................        2                     405                     379
Commercial building............        1                     600                     512
Auto service/repair............        1                     290                     249
Restaurants....................        3                     670                     440
Hotel..........................        6                   4,103                   3,958
Nursing home...................        1                     500                     497
Other..........................       16                   1,992                   1,783
                                    ----                  ------                  ------

   Total.......................       54                 $15,394                 $13,325
                                    ====                 =======                 =======
</TABLE>


         At December  31,  1997,  the Bank's  largest  multi-family  and largest
non-residential   real  estate  loans   totaled   $516,000  and  $1.1   million,
respectively.  As of December  31, 1997 none of these loans were 60 days or more
delinquent and were otherwise performing in accordance with their terms.

         Multi-family and non-residential  real estate loans generally present a
higher level of risk than loans secured by one- to four-family residences.  This
greater risk is due to several factors, including the concentration of principal
in a limited  number of loans and  borrowers,  the  effects of general  economic
conditions  on income  producing  properties  and the  increased  difficulty  of
evaluating and monitoring  these types of loans.  Furthermore,  the repayment of
loans secured by  multi-family  residential and  non-residential  real estate is
typically  dependent  upon the  successful  operation of the related real estate
project.  If the cash flow from the project is reduced (for  example,  if leases
are not obtained or renewed),  the  borrower's  ability to repay the loan may be
impaired. At December 31, 1997, the Bank had no multi-family loans which were 90
days or more delinquent.

Construction Lending

         The Bank makes  construction  loans to individuals for the construction
of their primary or secondary residences and loans to builders or developers for
the  construction  of  single-family  and  multi-family  properties.   Loans  to
individuals  for the  construction  of their  residences  typically  run for six
months.  The  borrower  pays  interest  only  during  the  construction  period.
Residential  construction loans are generally  underwritten pursuant to the same
guidelines used for  originating  permanent  residential  loans. At December 31,
1997, the Bank had nine construction  loans with outstanding  aggregate balances
<PAGE>
of $1.8 million (including an additional  $518,000 in undisbursed loan proceeds)
secured by one- to four- family residential  property to borrowers  intending to
live in the properties upon completion of construction. Subject to future market
conditions,  the Bank intends to continue its construction lending activities to
persons intending to be owner occupants.

         The  Bank  makes  loans to  builders  and  developers  to  finance  the
construction  of residential  property.  Such loans  generally  have  adjustable
interest  rates  based upon  prime  with terms from six months to one year.  The
proceeds of the loan are advanced during  construction based upon the percentage
of  completion  as  determined  by an  independent  inspector.  The loan  amount
normally  does not exceed 80% of projected  completed  value for homes that have
been  pre-sold  to  the  ultimate  occupant.  For  loans  to  builders  for  the
construction  of homes not yet  pre-sold,  which may  carry a higher  risk,  the
loan-to value ratio is generally  limited to 75%. Whether the Bank is willing to
provide  permanent  takeout financing to the purchaser of the home is determined
independently of the construction loan by separate underwriting.

         At,  December  31,  1997,  the Bank had seven  construction  loans with
outstanding aggregate balances of $1.7 million (including an additional $624,000
in  undisbursed  loan  proceeds)  secured  by  one- to  four-family  residential
property built on speculation.

         The Bank also provides construction  financing on multi-family housing.
However,  there were no loans of this type  outstanding as of December 31, 1997.
Additionally,  the Bank does on occasion participate with other lenders in loans
to developers and builders to finance family housing  construction.  At December
31, 1997, the Bank was involved in one  participation  construction loan with an
outstanding  aggregate balance of $1.0 million (including an additional $728,000
in undisbursed loan proceeds).

         Construction  lending  generally  affords  the Bank an  opportunity  to
receive interest at rates higher than those obtainable from residential  lending
and to receive higher  origination and other loan fees. In addition,  such loans
are  generally  made for  relatively  short  terms.  Nevertheless,  construction
lending to persons other than owner-occupants is generally considered to involve
a higher level of credit risk than one- to four-family  residential  lending due
to the concentration of principal in a limited number of loans and borrowers and
the effects of general economic conditions on construction projects, real estate
developers  and  managers.  In addition,  the nature of these loans is such that
they are more  difficult to evaluate  and monitor.  The Bank's risk of loss on a
construction loan is dependent largely upon the accuracy of the initial estimate
of the  property's  value upon  completion of the project and the estimated cost
(including  interest)  of the  project.  If the  estimate of value  proves to be
inaccurate, the Bank may be confronted, at or prior to the maturity of the loan,
with a project  with a value  which is  insufficient  to assure  full  repayment
and/or the possibility of having to make substantial investments to complete and
sell the  project.  Because  defaults  in  repayment  may not occur  during  the
construction  period,  it may be difficult to identify problem loans at an early
stage. When loan payments become due, the cash flow from the property may not be
adequate to service the debt. In such cases,  the Bank may be required to modify
the  terms  of the  loan.  The  Bank had no  non-performing  construction  loans
outstanding as of December 31, 1997.
<PAGE>
Land Lending

         Land loans,  which include vacant land and developed  lots, are made to
various  builders  and  developers  with  whom the  Bank  has had  long-standing
relationships.  All of such  loans are  secured  by land  zoned for  residential
developments and located within the Bank's market area. Disbursements related to
acquisition and development  land loans are typically based on the  construction
cost estimate of an  independent  architect or engineer who inspects the project
in connection with significant  disbursement requests. At December 31, 1997, the
Bank had  $325,000 in loans  secured by land,  or .41% of its entire  gross loan
portfolio.

         Land  lending  generally  affords  the Bank an  opportunity  to receive
interest at rates higher than those  obtainable  from  residential  lending.  In
addition,  land loans are  limited to a maximum 75%  loan-to-value  and are made
with adjustable rates of interest and for relatively short terms.  Nevertheless,
land  lending is generally  considered  to involve a higher level of credit risk
due to the fact that funds are advanced upon the security of the land,  which is
of  uncertain  value  prior to its  development.  Because  of the  uncertainties
inherent in estimating land development costs as well as the market value on the
completed  project and the effects of governmental  regulation of real property,
it is relatively  difficult to evaluate  accurately  the total funds required to
complete a development project and the related loan-to-value ratio.

         As of  December  31,  1997,  the Bank has not  experienced  significant
losses  in  connection   with  its  land   lending.   See   "Delinquencies   and
Non-Performing Assets."

Consumer Lending

         Management  believes  that offering  consumer  loan  products  helps to
expand the Bank's  customer  base and to create  stronger  ties to its  existing
customer base. In addition,  because consumer loans generally have shorter terms
to maturity  and carry  higher rates of interest  than do  residential  mortgage
loans, they can be valuable asset/liability management tools. The Bank currently
originates  substantially  all of its  consumer  loans in its  market  area.  At
December 31, 1997,  the Bank's  consumer  loans totaled $5.1 million or 6.40% of
the Bank's gross loan portfolio.

         American Savings offers a variety of secured consumer loans,  including
home equity lines of credit,  home improvement  loans,  loans secured by savings
deposits and automobile loans.  Although the Bank primarily  originates consumer
loans secured by real estate,  deposits or other  collateral,  the Bank also, on
occasion, makes unsecured personal loans.

         The Bank's home equity loans are  generally  limited to  $100,000.  The
Bank uses the same underwriting  standards for home equity lines of credit as it
uses for one- to four-family  residential mortgage loans. The Bank's home equity
lines of credit are originated in amounts which, together with the amount of the
first  mortgage,  generally  do not  exceed  80% of the  appraised  value of the
property  securing the loan.  The interest rate for all home equity loans floats
at a stated margin over the prime rate. At December 31, 1997,  the Bank had $3.3
million  of home  equity  lines of credit  and an  additional  $2.4  million  of
additional funds committed, but undrawn, under such lines.

         The Bank also offers a Visa credit card program.  At December 31, 1997,
approximately  360 credit cards had been issued,  with an aggregate  outstanding
loan balance of $405,000  and unused  credit  available  of  $650,000.  The Bank
presently  charges no annual  membership fee and a fixed annual rate of interest
on these credit cards.
<PAGE>
         The terms of other types of consumer  loans vary  according to the type
of collateral,  length of contract,  and  creditworthiness of the borrower.  The
underwriting  standards  employed  by the  Bank for  consumer  loans  include  a
determination  of  the  applicant's  payment  history  on  other  debts  and  an
assessment of the borrower's ability to meet payments on the proposed loan along
with his  existing  obligations.  In  addition  to the  creditworthiness  of the
applicant,  the underwriting  process also includes a comparison of the value of
the  security,  if any, in  relation  to the  proposed  loan  amount.  Unsecured
personal  loans are made to  borrowers  for a variety of personal  needs and are
usually limited to 20% of the borrower's net worth not to exceed $15,000, with a
minimum loan amount of $2,500.

         In April 1996, the Bank purchased 151 individual consumer  orthodontist
loans for a purchase price of $503,000. As of December 31, 1997, the outstanding
balance on those loans was $147,000.

         Consumer loans may entail greater risk than residential mortgage loans,
particularly  in the case of consumer  loans which are  unsecured  or secured by
rapidly  depreciable assets such as automobiles.  In such cases, any repossessed
collateral  for defaulted  consumer  loans may not provide  adequate  sources of
repayment  for  the  outstanding  loan  balances  as a  result  of  the  greater
likelihood  of  damage,  loss  or  depreciation.   In  addition,  consumer  loan
collections are dependent on the borrower's continuing financial stability,  and
thus  are  more  likely  to  be  affected  by  adverse  personal  circumstances.
Furthermore,  the  application  of various  federal  and state  laws,  including
federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans. At December 31, 1997, $47,000, or approximately .92%
of the consumer loan portfolio, was 60 days or more delinquent.  There can be no
assurance that delinquencies will not increase in the future.

Commercial Business Lending

         In order to increase the yield and  interest  rate  sensitivity  of its
loan  portfolio  and in order to  satisfy  the  demand  for  financial  services
available to  individuals  and  businesses in its primary  market area, the Bank
maintains a portfolio of commercial business loans. Unlike residential  mortgage
loans,  which generally are made on the basis of the borrower's  ability to make
repayment from his or her employment and other income,  and which are secured by
real  property  whose value tends to be more  easily  ascertainable,  commercial
business  loans are generally of higher risk and typically are made on the basis
of the borrower's ability to make repayment from the cash flow of the borrower's
business. As a result, the availability of funds for the repayment of commercial
business  loans may be  substantially  dependent  on the success of the business
itself (which, in turn, may be dependent upon the general economic environment).
During the past five years,  the Bank has  originated  and purchased  commercial
business   loans  to  businesses   such  as  small  retail   operations,   small
manufacturing  concerns and professional  firms. The Bank's commercial  business
loans almost always include personal guarantees and are usually, but not always,
secured by business assets, such as accounts  receivable,  equipment,  inventory
and real estate.  However, the collateral securing the loans may depreciate over
time,  may be  difficult  to appraise  and may  fluctuate  in value based on the
success of the business.

         Most of the Bank's  commercial  business  loans have terms ranging from
six months to five years and carry  adjustable  interest rates. The underwriting
process for commercial  business loans generally  includes  consideration of the
borrower's  financial  statements,  tax returns,  projections of future business
operations and inspection of the subject collateral, if any.
<PAGE>
         In August 1995, the Bank  purchased  seasoned  commercial  leases for a
purchase  price  of  $2.0  million  covering  manufacturing  equipment  for  the
embroidery  of garments.  As of December 31, 1997,  the  outstanding  balance on
these leases was $649,000. In November 1996, the Bank purchased a second package
of similar  type leases for a purchase  price of $2.1 million  covering  similar
equipment.  The  outstanding  balance  on these  leases  was $1.1  million as of
December  31, 1997.  In August,  1997,  the Bank  purchased  another  package of
similar  type leases for a purchase  price of $1.8  million.  As of December 31,
1997, the outstanding balance on these leases was $1.6 million. In general,  the
leases are  full-payout  finance leases in which the lease payments  effectively
repay the lessor for the purchase  price of the  equipment,  plus an  acceptable
yield.  The leases  were  purchased  from  another  financial  institution  with
expertise  in  originating  and  acquiring  such leases.  The other  institution
continues  to service  the leases for  American  Savings  and  provides  limited
recourse  in the event of a default  by the  lessor.  The Bank  purchased  these
leases  because  they were  available at  relatively  high yields at a time when
investment  alternatives  were generating much lower yields and because they had
relatively short terms,  consistent with the Bank's  asset/liability  management
strategy. Although, like other commercial business financings, commercial leases
involve higher risk than residential  mortgage loans,  management  believes that
these purchases are prudent in furtherance of the Bank's lending strategy and in
light of the higher  yields,  personal  guarantees on most of the leases and the
limited  additional  credit  recourse  provided by the seller.  These leases are
classified as loans for financial statement  purposes.  As of December 31, 1997,
all of such leases were performing in accordance with their terms.

Originations, Purchases and Sales of Loans

         The Bank  originates  real  estate and other  loans  through  employees
located at each of the Bank's offices. Walk-in customers and referrals from real
estate brokers and builders are also important sources of loan originations. The
Bank occasionally utilizes the services of mortgage brokers.

         In order to supplement its loan production, the Bank may purchase loans
from third parties. In general, the Bank uses the same underwriting standards in
evaluating  loan  purchases  as it does in  originating  loans.  The  Bank  will
continue  to  evaluate  loan  purchase  opportunities  as they  arise  and  make
purchases in the future depending on market conditions.

         From time to time the Bank sells long-term fixed-rate loans pursuant to
forward commitments.  To date, most of the Bank's loan sales have been made on a
servicing released basis. At December 31, 1997,  approximately  $13.6 million of
American  Savings' loan  portfolio  was serviced by others and American  Savings
serviced no loans for others.

         In periods of rising  interest  rates,  the Bank's ability to originate
large  dollar  volumes  of real  estate  loans may be  substantially  reduced or
restricted,  with a  resultant  decrease  in related  fee  income and  operating
earnings.  In  addition,  the Bank's  ability  to sell  loans may  substantially
decrease if potential buyers reduce their purchasing activities.
<PAGE>
         The  following  table shows the loan  origination,  purchase,  sale and
repayment activities of the Bank for the periods indicated.
<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                 ------------------------------------
                                                    1997          1996         1995
                                                 --------      --------      --------
<S>                                              <C>          <C>            <C>
Originations by type:
 Adjustable rate:
  Real estate - one- to four-family ........     $  3,444      $  4,027      $  3,899
                - multi-family .............         --            --            --
                - non-residential ..........        1,014         2,880         1,359
                - construction .............          772         2,778         1,400
                - land .....................         --            --             136
  Non-real estate - consumer ...............        3,565         4,485         2,944
                     - commercial business .          677           158           103
                                                 --------      --------      --------
         Total adjustable-rate .............        9,472        14,328         9,841
                                                 --------      --------      --------
 Fixed rate:
  Real estate - one- to four-family ........        7,096         8,219         2,588
                - multi-family .............           35           101           377
                - non-residential ..........          160            17            96
                - construction .............        2,707          --            --
                - land .....................          192          --            --
  Non-real estate - consumer ...............        1,543           793         1,041
                     - commercial business .          531            85          --
                                                 --------      --------      --------
         Total fixed-rate ..................       12,264         9,215         4,102
                                                 --------      --------      --------
         Total loans originated ............       21,736        23,543        13,943
                                                 --------      --------      --------

Purchases:

  Real estate - one- to four-family ........        3,797          --             524
                - multi-family .............          491          --             653
                - non-residential ..........          500         2,079          --
                - construction .............          272          --             250
  Non-real estate - consumer ...............         --             503          --
                     - commercial business .        1,813         2,066         2,013
                                                 --------      --------      --------
         Total loans purchased .............        6,873         4,648         3,440
                                                 --------      --------      --------

         Total loans sold ..................         --            --            --
  Principal repayments .....................       18,851        14,801        15,518
                                                 --------      --------      --------
         Total reductions ..................        9,758        14,801        15,518
Increase (decrease) in other items, net ....          (31)         (663)          925
                                                 --------      --------      --------
         Net increase ......................     $  9,727      $ 12,727      $  2,790
                                                 ========      ========      ========

</TABLE>
<PAGE>
Delinquencies and Non-Performing Assets

         Delinquency  Procedures.  When a  borrower  fails  to  make a  required
payment on a loan,  the Bank  attempts to cause the  delinquency  to be cured by
contacting  the  borrower.  In the case of loans,  a late  notice is sent on all
loans over 30 days delinquent. Another late notice is sent 60 days after the due
date.  Additional written and verbal contacts are made with the borrower between
45 and 90 days after the due date.

         If the  delinquency  is not  cured by the 90th  day,  the  customer  is
provided 10 days written notice that the account will be referred to counsel for
collection  and  foreclosure,  if  necessary.  A drive-by  appraisal is normally
obtained at this time and a title search is ordered.  A good faith effort by the
borrower at this time will defer  foreclosure  for a  reasonable  length of time
depending on  individual  circumstances.  The Bank may agree to accept a deed in
lieu of foreclosure.  If it becomes necessary to foreclose, the property is sold
at public sale and the Bank may bid on the property to protect its interest. The
decision to foreclose is made by the Senior Loan Officer after  discussion  with
the members of the Loan Committee.

         Consumer  loans are charged off if they remain  delinquent for 120 days
unless the borrower and lender agree on a payment plan. If terms of the plan are
not met,  they are then  subject  to  charge  off.  The  Bank's  procedures  for
repossession and sale of consumer collateral are subject to various requirements
under Indiana consumer protection laws.

         Real estate acquired by American  Savings as a result of foreclosure or
by deed in lieu of  foreclosure  is  classified as real estate owned until it is
sold.  When property is acquired by foreclosure or deed in lieu of  foreclosure,
it is recorded at the lower of cost or  estimated  fair  value,  less  estimated
selling  costs,  at the  date  of  acquisition,  and  any  write-down  resulting
therefrom is charged to the allowance for loan losses.  Subsequent  decreases in
the value of the  property are charged to  operations  through the creation of a
valuation  allowance.  After acquisition,  all costs incurred in maintaining the
property are expensed.  Costs relating to the development and improvement of the
property,  however,  are  capitalized to the extent of estimated fair value less
estimated costs to sell.
<PAGE>
         Loan  Delinquencies.  The  following  table sets forth the Bank's  loan
delinquencies by type, by amount and by percentage of type at December 31, 1997.
<TABLE>
<CAPTION>
                                                     Loans Delinquent For:
                             -----------------------------------------------------------------
                                       60-89 Days                      90 Days and Over             Total Delinquent Loans
                                       ----------                      ----------------              ----------------------
                                                    Percent                            Percent                          Percent
                                                    of Loan                            of Loan                          of Loan
                             Number     Amount     Category     Number     Amount     Category     Number   Amount     Category
                             ------     ------     --------     ------     ------     --------     ------   ------     --------
                                                                     (Dollars in Thousands)
<S>                           <C>       <C>           <C>        <C>        <C>        <C>          <C>       <C>       <C>
Real Estate:
  One- to four-family          6        $467          .91%         5        $263       .51%          10       $730      1.42%
  Multi-family ......         --          --           --         --          --        --           --         --        --
  Non-residential ...          1          17          .18         --          --        --            1         17       .18
  Construction ......         --          --           --         --          --        --           --         --        --
  Land ..............         --          --           --         --          --        --           --         --        --
Consumer ............          2           2          .04          4          45       .88            6         47       .92
Commercial business .         --          --           --         --          --        --           --         --        --
                              --        ----          ---         --        ----       ---           --       ----      ----

     Total ..........          8        $486          .61%         9        $308       .39%          17       $794      1.00%
                              ==        ====          ===         ==        ====       ===           ==       ====      ====
</TABLE>

         Classification of Assets. Federal regulations require that each savings
institution  classify  its own  assets  on a  regular  basis.  In  addition,  in
connection  with  examinations of savings  institutions,  OTS and FDIC examiners
have authority to identify  problem assets and, if appropriate,  require them to
be classified.  There are three classifications for problem assets: Substandard,
Doubtful and Loss.  Substandard  assets have one or more defined  weaknesses and
are characterized by the distinct  possibility that the savings institution will
sustain some loss if the  deficiencies  are not corrected.  Doubtful assets have
the weaknesses of Substandard assets, with the additional  characteristics  that
the weaknesses  make collection or liquidation in full on the basis of currently
existing  facts,  conditions  and  values  questionable,  and  there  is a  high
possibility of loss. An asset classified Loss is considered uncollectible and of
such  little  value that  continuance  as an asset on the  balance  sheet of the
institution  is not  warranted.  The  regulations  have  also  created a Special
Mention  category,  consisting of assets which do not currently expose a savings
institution  to a sufficient  degree of risk to warrant  classification,  but do
which possess credit deficiencies or potential weaknesses deserving management's
close attention. As of December 31, 1997, the Bank had not designated any assets
as special  mention.  Assets  classified as Substandard or Doubtful  require the
institution to establish prudent general allowances for loan losses. If an asset
or portion thereof is classified as Loss, the institution  must either establish
specific  allowances for loan losses in the amount of 100% of the portion of the
asset  classified  Loss, or charge off such amount.  If an institution  does not
agree  with  an  examiner's  classification  of an  asset,  it may  appeal  this
determination to the District  Director of the OTS. On the basis of management's
review of its assets,  at December 31, 1997,  the Bank had classified a total of
$335,000 of its loans and other assets of concern, as follows:
<PAGE>
<TABLE>
<CAPTION>
                                      One- to Four-
                                          Family        Multi-family        Consumer           Total
                                     ---------------    ------------       ---------         -------
                                                                 (In Thousands)
<S>                                        <C>             <C>                <C>              <C>

Substandard.........................       $290            $ ---              $ 45             $335
Doubtful............................        ---              ---               ---              ---
Loss................................        ---              ---               ---              ---
                                           ----            -----              ----             ----
                                           $290            $ ---              $ 45             $335
                                           ====            =====              ====             ====

</TABLE>

         American Savings'  classified assets consist of the (i)  non-performing
loans and (ii) loans and other  assets of concern  discussed  herein.  As of the
date hereof,  these asset  classifications  are consistent with those of the OTS
and FDIC.

         Non-Performing  Assets.  The following table sets forth the amounts and
categories  of  non-performing  assets in the Bank's loan  portfolio.  Loans are
reviewed  quarterly and any loan whose  collectibility  is doubtful is placed on
non-accrual status. Loans are placed on non-accrual status when either principal
or interest is 90 days or more past due, unless,  in the judgment of management,
the loan is well  collateralized  and in the  process  of  collection.  Interest
accrued and unpaid at the time a loan is placed on non-accrual status is charged
against  interest  income.   Subsequent  payments  are  either  applied  to  the
outstanding  principal balance or recorded as interest income,  depending on the
assessment of the ultimate  collectibility of the loan. For all years presented,
the Bank has had no troubled debt  restructurings  (which  involved  forgiving a
portion  of  interest  or  principal  on any  loans  or  making  loans at a rate
materially  less than that of market  rates).  Foreclosed  assets include assets
acquired in settlement of loans. Except as noted, the loans and foreclosed asset
amounts shown are stated  without  giving effect to the specific  reserves which
have been established against such assets. See "- Loan Loss Reserve Analysis."
<PAGE>
<TABLE>
<CAPTION>
                                                                 December 31,
                                               -----------------------------------------------

                                               1997       1996      1995      1994       1993
                                               ----       ----      ----      ----       ----
                                                                (Dollars in Thousands)
<S>                                            <C>        <C>       <C>       <C>       <C>
Non-accruing loans:
  One- to four-family .....................     $263      $269      $318      $344      $206
  Multi-family ............................      --        --        --        --        --
  Non-residential .........................      --        --        --        --         60
  Construction ............................      --        --        --        109       242
  Consumer ................................       45        36        51        47        40
  Commercial business .....................      --        --        --        --         10
                                                ----      ----      ----      ----      ----
     Total ................................      308       305       369       500       550
                                                ----      ----      ----      ----      ----

Accruing loans delinquent more than 90 days      --        --        --        --        --
                                                ----      ----      ----      ----      ----

Foreclosed assets:
  One- to four-family .....................       27       --        --        --         12
  Multi-family ............................      --        --        --        --        --
  Non-residential .........................      --        --        --        --        --
  Construction ............................      --        --        --        --        --
  Consumer ................................      --        --        --        --        --
  Commercial business .....................      --        --        --        --        --
                                                ----      ----      ----      ----      ----
     Total ................................       27       --        --        --         12
                                                ----      ----      ----      ----      ----

Total non-performing assets ...............     $335      $305      $369      $500      $570
                                                ====      ====      ====      ====      ====
Total as a percentage of total assets .....      .34%      .35%      .53%      .76%      .88%
                                                ====      ====      ====      ====      ====
</TABLE>
         For the year ended December 31, 1997, gross interest income which would
have been recorded had the  non-accruing  loans been current in accordance  with
their original terms amounted to $12,000.

         At December  31,  1997,  there were no other loans not  included on the
table or  discussed  above where known  information  about the  possible  credit
problems of borrowers caused management to have serious doubts as to the ability
of the borrower to comply with present loan repayment terms and which may result
in disclosure of such loans in the future.

         Allowance for Loan Losses. The allowance for loan losses is established
through a provision for loan losses  charged to earnings  based on  management's
evaluation of the risk inherent in its entire loan  portfolio and changes in the
nature and volume of its loan activity. Such evaluation, which includes a review
of all  loans  of  which  full  collectibility  may not be  reasonably  assured,
considers the  estimated  net  realizable  value of the  underlying  collateral,
economic  conditions,  historical  loan loss  experience  and other factors that
warrant  recognition in providing for an adequate  allowance for loan losses. In
<PAGE>
determining the general  reserves under these policies,  historical  charge-offs
and recoveries, changes in the mix and levels of the various types of loans, net
realizable  values,  the current loan portfolio and current economic  conditions
are  considered.  Management  also considers the Bank's  non-performing  and "of
concern"  assets in  establishing  its  allowance  for loan  losses.  The Bank's
policies have had the effect of increasing the Bank's allowance for loan losses.

         As of December  31,  1997,  the Bank's  allowance  for loan losses as a
percentage of loans and as a percentage of non-performing loans amounted to .52%
and 133.12%,  respectively.  In light of the level of  non-performing  assets to
total  assets  and the  nature of these  assets,  management  believes  that the
allowance for loan losses is adequate.  While  management  believes that it uses
the best  information  available to  determine  the  allowance  for loan losses,
unforeseen  market  conditions  could result in adjustments to the allowance for
loan losses, and net earnings could be significantly  affected, if circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determination.
<PAGE>
         The following table sets forth an analysis of the Bank's  allowance for
loan losses.
<TABLE>
<CAPTION>
                                                     Year Ended December 31
                                         -------------------------------------------
                                         1997      1996      1995      1994      1993
                                         ----      ----      ----      ----      ----
                                                      (Dollars in Thousands)
<S>                                      <C>       <C>       <C>       <C>       <C>
Balance at beginning of period .....     $355      $360      $331      $291      $439

Charge-offs:
  One- to four-family ..............      --        --        --          2       --
  Multi-family .....................      --        --        --        --        131
  Non-residential ..................      --        --        --        --        264
  Construction .....................      --        --        --        --        --
  Consumer .........................       33         5        10         5        13
  Commercial business ..............      --        --        --         15        69
                                         ----      ----      ----      ----      ----
         Total charge-offs .........       33         5        10        22       477
                                         ----      ----      ----      ----      ----

Recoveries:
  One- to four-family ..............      --        --        --        --        --
  Multi-family .....................      --        --        --        --        --
  Non-residential ..................      --        --        --        --        154
  Construction .....................      --        --        --        --        --
  Consumer .........................       14       --        --        --          5
  Commercial business ..............      --        --        --        --        --
                                         ----      ----      ----      ----      ----
        Total recoveries ...........       14       --        --        --        159
                                         ----      ----      ----      ----      ----

Net charge-offs ....................       19         5        10        22       318
Additions charged to operations ....       74       --         39        62       170
                                         ----      ----      ----      ----      ----
Balance at end of period ...........     $410      $355      $360      $331      $291
                                         ====      ====      ====      ====      ====

Ratio of net charge-offs during the
 period to average loans outstanding
during the period ..................      .03%      .01%      .02%      .06%      .66%
                                         ====      ====      ====      ====      ====

Ratio of net charge-offs during the
 period to average non-performing
 assets ............................     4.15%     1.48%     2.30%     3.96%     60.80%
                                         ====      ====      ====      ====      ====
</TABLE>
<PAGE>
         The  distribution  of the Bank's  allowance  for losses on loans at the
dates indicated is summarized as follows:
<TABLE>
<CAPTION>
                                                                        December 31,
                          --------------------------------------------------------------------------------------------------------
                                        1997                               1996                                1995
                          ---------------------------------   ---------------------------------   --------------------------------
                                                   Percent                            Percent                             Percent
                                                  of Loans                            of Loans                           of Loans
                                       Loan        in Each                Loan         in Each                  Loan       in Each
                          Amount of   Amounts      Category   Amount of   Amounts     Category     Amount of   Amounts    Category
                          Loan Loss     by         to Total   Loan Loss     by         to Total    Loan Loss     by       to Total
                          Allowance  Category        Loans    Allowance  Category        Loans    Allowance   Category      Loans
                          ---------  --------        -----    ---------  --------        -----    ---------   --------      -----
                                                                   (Dollars In Thousands)
<S>                       <C>         <C>            <C>      <C>         <C>            <C>      <C>         <C>          <C>
One- to four-family .     $    95     $49,820         62.52%  $    89     $43,669         63.41%  $    93     $38,056       68.60%
Multi-family ........          12       4,010          5.03        10       3,259          4.73        10       3,419        6.16
Non-residential .....          36      12,062         15.14        26       8,806         12.79        13       4,146        7.47
Construction and land          19       3,775          4.74        23       4,623          6.72        17       3,417        6.16
Consumer ............          45       5,104          6.40        45       4,989          7.24        23       4,021        7.25
Commercial business .          49       4,916          6.17        35       3,519          5.11        24       2,420        4.36
Unallocated .........         154        --             --        127        --            --         180        --          --
                          -------     -------        ------   -------     -------        ------   -------     -------      ------
     Total ..........     $   410     $79,687        100.00%  $   355     $68,865        100.00%  $   360     $55,479      100.00%
                          =======     =======        ======   =======     =======        ======   =======     =======      ======

<CAPTION>
                                                               December 31,
                            -------------------------------------------------------------------------------
                                          1994                                      1993
                            -----------------------------------         -----------------------------------
                                                        Percent                                    Percent
                                                       of Loans                                   of Loans
                                          Loan          in Each                       Loan         in Each
                            Amount of    Amounts       Category          Amount of   Amounts       Category
                            Loan Loss      by          to Total         Loan Loss      by         to Total
                            Allowance   Category         Loans          Allowance   Category       Loans
                            ---------   --------         -----          ---------   --------       -----
<S>                          <C>         <C>            <C>             <C>         <C>            <C>
One- to four-family .        $    89     $37,050         69.02%         $    66     $35,202         71.64%
Multi-family ........             10       3,445          6.42                9       2,877          5.85
Non-residential .....             72       3,971          7.40               71       3,726          7.58
Construction and land             38       4,316          8.04               45       1,654          3.36
Consumer ............             29       3,986          7.43               25       3,470          7.07
Commercial business .              9         905          1.69               23       2,211          4.50
Unallocated .........             84        --            --                 52        --             --
                             -------     -------        ------          -------     -------        ------
     Total ..........        $   331     $53,673        100.00%         $   291     $49,140        100.00%
                             =======     =======        ======          =======     =======        ======
</TABLE>
<PAGE>
Investment Activities

         As part of its asset/liability management strategy, the Company invests
in U.S.  government and agency obligations to supplement its lending activities.
The Company regularly uses Piper Capital  Management,  Inc. as  non-commissioned
investment  adviser.  The  Company  has not made any  investments  in  municipal
securities  although  it is  authorized  by its  general  investment  policy  to
purchase  investment  grade  municipal   securities  and,  depending  on  market
conditions,  may  purchase  such  securities  in the future.  The  Company  also
invests, to a limited degree, in equity securities of other financial companies.
At December 31, 1997,  the Company did not own any securities of a single issuer
which exceeded 10% of the Bank's retained earnings,  other than U.S.  government
or federal  agency  obligations.  See  "Management's  Discussion and Analysis of
Financial Condition and Results of Operation" in the Annual Report.

         The Bank is  required  by  federal  regulations  to  maintain a minimum
amount of liquid assets that may be invested in specified securities and is also
permitted  to make  certain  other  securities  investments.  See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital" in the Annual Report. Cash flow projections are regularly
reviewed  and updated to assure  that  adequate  liquidity  is  provided.  As of
December 31, 1997, the Bank's  liquidity ratio (liquid assets as a percentage of
net withdrawable  savings and current  borrowings) was 16.28% as compared to the
OTS requirement of 4.0%.

         All of the Company's investment and mortgage-backed securities,  except
for equity  securities  held for trade noted above,  are classified as available
for sale in accordance  with SFAS 115. This was done in order for the Company to
maintain maximum flexibility when making investment decisions.  Unrealized gains
and losses in available for sale securities,  net of tax effect, are reported as
a separate component of stockholders'  equity. The Company may elect to classify
investment securities acquired in the future as held to maturity,  instead of as
available for sale, but there are no current plans to do so.
<PAGE>
         The  following  table  sets  forth  the  composition  of the  Company's
investment securities at the dates indicated.
<TABLE>
<CAPTION>
                                                                                     December 31,
                                                   -----------------------------------------------------------------------------
                                                              1997                      1996                     1995
                                                   ----------------------      ----------------------     ----------------------
                                                    Book             % of        Book          % of        Book          % of
                                                    Value           Total       Value         Total       Value          Total
                                                    -----           -----       -----         -----       -----          -----
                                                                                (Dollars in Thousands)
<S>                                                <C>              <C>        <C>             <C>        <C>            <C>
Investment securities held to maturity:
  FHLB Stock .................................     $   725           6.39      $   546          5.45      $   546          7.22%
                                                   -------         ------      -------         ------     -------        ------

Investment securities available for sale:
  U.S. government securities .................       8,090          71.27        8,283         82.62        6,384         84.41
  Government securities mutual fund ..........         124           1.09          656          6.54          633          8.37
                                                   -------         ------      -------         ------     -------        ------
                                                     8,214          72.36        8,939         89.16        7,017         92.78


Investment securities held for trade:
  Common stock mutual fund(1) ................       1,325          11.67           --            --          --             --
                                                   -------         ------      -------         ------     -------        ------
  Common stock of other financial institutions       1,088           9.58          540          5.39          --             --
                                                   -------         ------      -------         ------     -------        ------
                                                   $ 2,413          21.25%         540          5.39          --             --
                                                   -------         ------      -------         ------     -------        ------
     Total investment securities .............     $11,352         100.00      $10,025        100.00      $ 7,563        100.00%
                                                   =======         ======      =======        ======      =======        ======

Average remaining life of debt investment ....     1.8 years                   2.3 years                  2.7 years
 securities

Other interest-earning assets:
  Interest-bearing deposits with banks .......     $ 3,119          98.21      $ 1,093        100.00      $ 1,004        100.00%
  Money market mutual fund ...................          57           1.79         --            --            --         --
                                                   -------         ------      -------         ------     -------        ------
     Total ...................................     $ 3,176         100.00      $ 1,093        100.00      $ 1,004        100.00%
                                                   =======         ======      =======        ======      =======        ======
</TABLE>


(1)      Invests primarily in Thrift Capital Securities.
<PAGE>

         The composition and maturities of the investment  securities portfolio,
excluding FHLB stock and equity securities are indicated in the following table.
<TABLE>
<CAPTION>
                                                                                December 31, 1997
                                                 ---------------------------------------------------------------------------------
                                                  Less Than      1 to 5        5 to 10       Over
                                                   1 Year        Years         Years      10 Years    Total Investment  Securities
                                                 Book Value    Book Value    Book Value   Book Value    Book Value      Fair Value
                                                 ----------    ----------    ----------   ----------    ----------      ----------
                                                                               (Dollars in Thousands)
<S>                                                 <C>          <C>          <C>          <C>            <C>            <C>
U.S. government securities..................        $3,376       $4,336       $   378      $   ---        $8,090         $8,090
                                                    ------       ------       -------      -------        ------         ------

Total investment securities (excluding
FHLB stock and equity securities)...........        $3,376       $4,336       $   378      $   ---        $8,090         $8,090
                                                    ======       ======       =======      =======        ======         ======

Weighted average yield......................         5.90%        6.29%         7.01%          --%         6.16%
</TABLE>
<PAGE>
         Mortgage-Backed   Securities.  The  Company  purchases  mortgage-backed
securities from time to time to supplement residential loan production. The type
of  securities  purchased  is based upon the Bank's  asset/liability  management
strategy and balance sheet objectives. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -Asset/Liability Management" in
the Annual  Report.  In  connection  with SFAS 115,  the Bank's  mortgage-backed
securities  are held in its  available  for sale  portfolio  in order to  retain
investment  flexibility and accordingly are included in its financial statements
at fair value.

         All of the Company's  mortgage-backed  securities at December 31, 1997,
are  backed  by  federal  agencies  or  government  corporations.   Accordingly,
management believes that the Company's mortgage-backed  securities are generally
resistant to credit problems.

         The  following  table  sets  forth  the  composition  of the  Company's
mortgage-backed securities at the dates indicated.
<TABLE>
<CAPTION>
                                                                      December 31,
                                             -------------------------------------------------------------------
                                                    1997                    1996                    1995
                                                    ----                    ----                    ----
                                              Book        % of        Book       % of        Book        % of
                                              Value      Total       Value      Total       Value        Total
                                              -----      -----       -----      -----       -----        -----
                                                                   (Dollars in Thousands)
<S>                                          <C>         <C>         <C>        <C>        <C>          <C>
Mortgage-backed securities available
 for sale:
  GNMA...................................    $   639      18.29%     $  762       18.96%   $   932        63.02%
  FNMA...................................         70       2.00          82        2.04         98         6.63
  FHLMC..................................      2,785      79.71       3,175       79.00        449        30.35
                                               -----     ------      ------      ------    -------       ------

     Total mortgage-backed
       securities........................    $ 3,494     100.00%     $4,019      100.00%   $ 1,479       100.00%
                                             =======     ======      ======      ======    =======       ======
</TABLE>
<PAGE>
         The  following  table  shows  mortgage-backed  and  related  securities
         purchase,  sale and repayment activities of the Company for the periods
         indicated.
<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                       ----------------------------------
                                                        1997          1996          1995
                                                        ----          ----          ----
                                                                 (In Thousands)
<S>                                                    <C>           <C>            <C>
Purchases:
  Adjustable-rate................................      $   ---       $   ---        $ ---
  Fixed-rate.....................................          ---         3,034          ---
                                                        ------        ------        -----
         Total purchases.........................          ---         3,034          ---
                                                        ------        ------        -----
Sales and Repayments:
         Total sales.............................          ---           ---          ---
                                                        ------     ---------        -----
  Principal repayments...........................          570           482          208
                                                          ----       -------         ----
         Total reductions........................         (570)         (482)        (208)
  Increase (decrease) in other items, net........           45           (12)          94
                                                        ------      ---------        ----
         Net increase (decrease).................        $(525)       $2,540        $(114)
                                                         =====        ======        ======
</TABLE>

         The  following  table  sets  forth the  contractual  maturities  of the
Company's mortgage-backed  securities at December 31, 1997. These securities are
anticipated to be repaid in advance of their contractual  maturities as a result
of mortgage  loan  payments.  The amounts  set forth below  represent  principal
balances only and do not include premiums, discounts and fair value adjustments.
<TABLE>
<CAPTION>
                                                                                                                December 31,
                                                                                                                    1997
                                               1 to        3 to 5        5 to 10     10 to 20       Over 20        Balance
                                              3 Years       Years         Years        Years         Years       Outstanding
                                              -------       -----         -----        -----         -----       -----------
                                                                             (In Thousands)

<S>                                              <C>         <C>           <C>       <C>             <C>           <C>
Federal Home Loan Mortgage Corporation..         $38         $423          $186      $ 2,112         $ ---         $ 2,759

Federal National Mortgage Association...         ---          ---           ---          ---            69              69

Government National Mortgage Association         ---          ---           ---          ---           623             623
                                                 ---         ----          -----     -------         -----         -------

     Total..............................         $38         $423          $186      $ 2,112         $ 692         $ 3,451
                                                 ===         ====          ====      =======         =====         =======
</TABLE>
Sources of Funds

         General. The Bank's primary sources of funds are deposits,  borrowings,
amortization  and  prepayment  of  loan  principal,   maturities  of  investment
securities, short-term investments and funds provided from operations.
<PAGE>
         Deposits.  American Savings offers a variety of deposit accounts having
a wide  range of  interest  rates and  terms.  The  Bank's  deposits  consist of
passbook  accounts,  demand and NOW accounts,  and money market and  certificate
accounts. The Bank relies primarily on advertising, competitive pricing policies
and customer service to attract and retain these deposits.

         The flow of deposits is influenced  significantly  by general  economic
conditions,   changes  in  money  market  and  prevailing   interest  rates  and
competition.

         The variety of deposit  accounts  offered by the Bank has allowed it to
be competitive in obtaining funds and to respond with  flexibility to changes in
consumer demand. The Bank has become more susceptible to short-term fluctuations
in deposit  flows,  as customers have become more interest rate  conscious.  The
Bank  manages the pricing of its  deposits in keeping  with its  asset/liability
management,  profitability and growth objectives.  Based on its experience,  the
Bank believes that its passbook,  demand and NOW accounts are relatively  stable
sources of deposits as compared to certificate deposits. However, the ability of
the Bank to  attract  and  maintain  all  deposits,  and the rates paid on these
deposits,  has been and will  continue  to be  significantly  affected by market
conditions.

         The following table sets forth the savings flows at the Bank during the
periods indicated.
<TABLE>
<CAPTION>
                                      Year Ended December 31,
                               -----------------------------------
                                 1997         1996          1995
                                      (Dollars in Thousands)
<S>                            <C>          <C>           <C>

Opening balance.............   $ 60,411     $ 59,588      $ 58,281
Deposits....................    142,882      122,369       108,637
Withdrawals.................   (134,005)    (123,874)     (109,462)
Interest credited...........      2,412        2,328         2,132
                              ---------     --------      --------

Ending balance..............   $ 71,700     $ 60,411      $ 59,588
                               ========     ========      ========

Net increase................   $ 11,289    $     823     $   1,307
                               ========    =========     =========

Percent increase............     18.69%        1.38%         2.24%
                                 =====        =====         =====
</TABLE>
<PAGE>
         The following table sets forth the dollar amount of savings deposits in
the  various  types of  deposit  programs  offered  by the Bank as of the  dates
indicated.
<TABLE>
<CAPTION>
                                                                                   December 31,
                                                 ----------------------------------------------------------------------------
                                                         1997                      1996                        1995
                                                 ----------------------------------------------------------------------------
                                                               Percent                    Percent                    Percent
                                                  Amount       of Total      Amount       of Total      Amount       of Total
                                                                             (Dollars in Thousands)
<S>                                              <C>            <C>         <C>           <C>          <C>           <C>
Transactions and Savings Deposits:

Commercial Demand 0.00%(1)..................     $    698          .97%     $   731          1.21%     $    821        1.38%
Passbook Accounts 3.00%(1)..................       16,407        22.88       16,311         27.00        16,798       28.19
NOW Accounts 2.25%(1).......................        6,560         9.15        5,981          9.90         5,801        9.74
Money Market Accounts 3.25%(1)..............        2,878         4.02        2,454          4.06         2,678        4.49
                                                  -------       ------      -------       -------      --------      ------

Total Non-Certificates......................       26,543        37.02       25,477         42.17        26,098       43.80
                                                   ------        -----      -------       -------        ------      ------

Certificates:

 2.00 -  3.99%..............................          258          .36          416           .69         1,399        2.35
 4.00 -  5.99%..............................       25,966        36.21       29,691         49.15        21,952       36.83
 6.00 -  7.99%..............................       18,928        26.40        4,822          7.98        10,094       16.94
 8.00 -  9.99%..............................            5          .01            5           .01            45         .08
                                                ---------      --------     --------      --------     ---------     -------

Total Certificates..........................       45,157        62.98       34,934         57.83        33,490       56.20
                                                  -------       ------      -------       -------      --------      ------
Total Deposits..............................     $ 71,700       100.00%     $60,411        100.00%      $59,588      100.00%
                                                 ========       ======      =======        ======       =======      ======

</TABLE>
------------------------
(1) Rates in effect at December 31, 1997.
<PAGE>
         The following table shows rate and maturity  information for the Bank's
certificates of deposit as of December 31, 1997
<TABLE>
<CAPTION>
                                        2.00-       4.00-       6.00-       8.00-                     Percent
                                        3.99%       5.99%       7.99%       9.99%      Total         of Total
                                        -----       -----       ----        ----       -----         --------
                                                                (Dollars in Thousands)
<S>                                      <C>      <C>         <C>         <C>          <C>             <C>
Certificate account maturing
in quarter ending:

March 31, 1998.................          $139     $ 7,856     $    415    $    ---     $ 8,410          18.62%
June 30, 1998..................            50       7,030        4,007         ---      11,087          24.55
September 30, 1998.............            64       3,873        9,763         ---      13,700          30.34
December 31, 1998..............             5       2,924          316         ---       3,245           7.19
March 31, 1999.................           ---       1,011        2,561         ---       3,572           7.91
June 30, 1999..................           ---       1,065          155         ---       1,220           2.70
September 30, 1999.............           ---         386          519         ---         905           2.00
December 31, 1999..............           ---         562          426         ---         988           2.19
March 31, 2000.................           ---         242          219         ---         461           1.02
June 30, 2000..................           ---         307          334         ---         641           1.42
September 30, 2000.............           ---         288          ---         ---         288            .64
December 31, 2000..............           ---         122          113         ---         235            .52
Thereafter.....................           ---         300          100           5         405            .90
                                       ------   ---------      -------       -----      ------       --------

   Total.......................          $258     $25,966      $18,928       $   5     $45,157         100.00%
                                         ====     =======      =======       =====     =======         ======

   Percent of total............          .57%      57.50%       41.92%        .01%
                                        ====       =====        =====         ===
</TABLE>
         The following table indicates the amount of the Bank's  certificates of
deposit and other deposits by time  remaining  until maturity as of December 31,
1997.
<TABLE>
<CAPTION>
                                                                           Maturity
                                                      ---------------------------------------------------
                                                                      Over         Over
                                                      3 Months       3 to 6       6 to 12         Over
                                                       or Less       Months       Months        12 months     Total
                                                       -------       ------       ------        ---------     -----
                                                                              (In Thousands)
<S>                                                     <C>          <C>          <C>            <C>         <C>
Certificates of deposit less than $100,000.......       $6,611       $ 9,424      $14,298        $7,526      $37,859

Certificates of deposit of $100,000 or more......        1,799         1,664        2,646         1,189        7,298
                                                       -------       -------     --------        ------     --------

Total certificates of deposit....................       $8,410       $11,088      $16,944        $8,715      $45,157
                                                        ======       =======      =======        ======      =======
</TABLE>
<PAGE>
         Borrowings.  American Savings' other available sources of funds include
advances from the FHLB of Indianapolis and other borrowings.  As a member of the
FHLB of  Indianapolis,  the Bank is required to own capital stock in the FHLB of
Indianapolis  and  is  authorized  to  apply  for  advances  from  the  FHLB  of
Indianapolis.  Each FHLB credit program has its own interest rate,  which may be
fixed or  variable,  and  range of  maturities.  The  FHLB of  Indianapolis  may
prescribe the acceptable uses for these advances,  as well as limitations on the
size of the advances and repayment provisions. During recent years, the Bank has
utilized  short-term  borrowings  (most of  which  have  maturities  of 12 to 36
months) in order to fund loan demand. See --"Management  Discussion and Analysis
- Asset/Liability Management."

         The  following  table  sets forth the  maximum  month-end  balance  and
average balance of FHLB advances, securities sold under agreements to repurchase
and other borrowings for the periods indicated.
<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                                   ---------------------------------------
                                                                     1997            1996            1995
                                                                     ----            ----            ----
                                                                                (In Thousands)
<S>                                                                <C>              <C>             <C>
Maximum Balance:
  FHLB advances...........................................         $12,000          $9,500          $3,000
  Securities sold under agreements to repurchase..........             ---             ---             ---
  Other borrowings........................................             ---             ---             ---

Average Balance:
  FHLB advances...........................................         $11,629          $3,186          $1,567
  Securities sold under agreements to repurchase..........             ---             ---             ---
  Other borrowings........................................             ---             ---             ---
</TABLE>
         The  following  table sets forth certain  information  as to the Bank's
borrowings at the dates indicated.
<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                   ---------------------------------------
                                                                     1997            1996            1995
                                                                   -------          ------          ------
                                                                           (Dollars in Thousands)
<S>                                                                <C>              <C>             <C>
FHLB advances.............................................         $12,000          $9,500          $3,000
Securities sold under agreements to repurchase............             ---             ---             ---
Other borrowings..........................................             ---             ---             ---
                                                                   -------          ------          ------

     Total borrowings.....................................         $12,000          $9,500          $3,000
                                                                   =======          ======          ======

Weighted average interest rate of FHLB advances...........           5.89%           5.91%           6.16%

Weighted average interest rate of securities sold
 under agreements to repurchase...........................            ---%            ---%            ---%

Weighted average interest rate of other borrowings........            ---%            ---%            ---%
</TABLE>
<PAGE>
Service Corporations

         As a  federally  chartered  savings  association,  American  Savings is
permitted by OTS  regulations to invest up to 2% of its assets,  or $1.9 million
at  December  31,  1997,  in the  stock of,  or loans  to,  service  corporation
subsidiaries.  As of  such  date,  the  net  book  value  of  American  Savings'
investment  in its service  corporations  was  approximately  $50,000.  American
Savings may invest an additional 1% of its assets in service  corporations where
such additional funds are used for inner-city or community development purposes.
In addition to investments in service  corporations,  federal  institutions  are
permitted to invest an unlimited amount in operating subsidiaries engaged solely
in activities which a federal association may engage in directly.

         American Savings has one wholly owned subsidiary  service  corporation,
NIFCO, Inc. ("NIFCO"), and one second tier subsidiary service corporation, Ridge
Management,  Inc.  ("Ridge  Management")  which is owned by NIFCO.  NIFCO  sells
annuities and securities to the Bank's  customers and to the general public.  At
December 31, 1997,  the Bank had an equity  investment in NIFCO of $50,000.  For
the year ended December 31, 1997,  NIFCO  recorded net income of $6,000.  In the
past, Ridge Management engaged in lending and investment  activity,  although it
is currently essentially  inactive.  For the year ended December 31, 1997, Ridge
Management had no activity.

Competition

         American  Savings faces strong  competition  both in  originating  real
estate loans and in attracting deposits.  Competition in originating loans comes
primarily from other savings institutions,  credit unions,  commercial banks and
mortgage  bankers  who also make  loans  secured by real  estate  located in the
Bank's primary market area. The Bank competes for loans principally on the basis
of the interest rates and loan fees it charges, the types of loans it originates
and the quality of services it provides to borrowers.

         The Bank  attracts  all of its  deposits  through  its branch  offices,
primarily  from the  communities  in which those  branch  offices  are  located;
therefore,  competition  for those  deposits is  principally  from other savings
institutions,  commercial banks, securities firms, money market and mutual funds
and credit unions  located in the same  communities.  The ability of the Bank to
attract  and retain  deposits  depends on its  ability to provide an  investment
opportunity  that satisfies the  requirements of investors as to rate of return,
liquidity,  risk,  convenient locations and other factors. The Bank competes for
these deposits by offering a variety of deposit  accounts at competitive  rates,
convenient  business  hours and a customer  oriented  staff.  As of December 31,
1997,  the  Bank  estimated  its  market  share  of  savings   deposits  in  the
Gary-Hammond, Indiana MSA market area to be approximately 0.9%.

         The authority to offer money market deposits,  and expanded lending and
other powers  authorized for savings  institutions  by federal  legislation  has
resulted in increased  competition  for both deposits and loans between  savings
institutions and other financial institutions such as commercial banks.

Regulation

         General. American Savings is a federally chartered savings association,
the  deposits  of which are  federally  insured and backed by the full faith and
credit of the United States Government. Accordingly, American Savings is subject
to broad  federal  regulation  and  oversight  extending to all its  operations.
<PAGE>
American  Savings  is a member of the FHLB of  Indianapolis  and is  subject  to
certain  limited  regulation  by the Board of Governors  of the Federal  Reserve
System  ("Federal  Reserve  Board").  As the savings and loan holding company of
American  Savings,  the  Company  also is  subject  to  federal  regulation  and
oversight.  The  purpose of the  regulation  of the  Company  and other  holding
companies is to protect subsidiary savings  associations.  American Savings is a
member of the Savings Association  Insurance Fund ("SAIF"),  which together with
the  Bank  Insurance  Fund  (the  "BIF")  are the two  deposit  insurance  funds
administered  by the FDIC,  and the deposits of American  Savings are insured by
the FDIC. As a result, the FDIC has certain regulatory and examination authority
over American Savings.

         Certain of these regulatory requirements and restrictions are discussed
below or elsewhere in this document.

Federal Regulation of Savings Associations

         The  OTS  has  extensive  authority  over  the  operations  of  savings
associations.  As part of this authority,  American  Savings is required to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC. The last regular OTS and FDIC  examinations of the Bank were as of
August,  1996  and  November,  1991,   respectively.   Under  agency  scheduling
guidelines,  it is likely that another examination will be initiated in the near
future.  When these  examinations  are  conducted  by the OTS and the FDIC,  the
examiners  may require the Bank to provide for higher  general or specific  loan
loss reserves. All savings associations are subject to semi-annual  assessments,
based upon the savings association's total assets, to fund the operations of the
OTS.  American  Savings' OTS  assessment  for the fiscal year ended December 31,
1997, was $29,000.

         The OTS also  has  extensive  enforcement  authority  over all  savings
associations  and their holding  companies,  including  American Savings and the
Company. This enforcement authority includes, among other things, the ability to
assess civil money penalties, to issue cease-and-desist or removal orders and to
initiate  injunctive  actions.  In  general,  these  enforcement  actions may be
initiated  for  violations  of  laws  and  regulations  and  unsafe  or  unsound
practices.  Other  actions or  inactions  may provide the basis for  enforcement
action,  including  misleading or untimely  reports  filed with the OTS.  Except
under certain  circumstances,  public disclosure of final enforcement actions by
the OTS is required.

         In  addition,  the  investment,  lending  and  branching  authority  of
American  Savings  is  prescribed  by  federal  laws and it is  prohibited  from
engaging in any activities not permitted by such laws. For instance,  no savings
institution may invest in  non-investment  grade corporate debt  securities.  In
addition,  the permissible level of investment by federal  associations in loans
secured by  non-residential  real property may not exceed 400% of total capital,
except with approval of the OTS. Federal savings associations are also generally
authorized to branch  nationwide.  American  Savings is in  compliance  with the
noted restrictions.

         The Bank's general permissible lending limit for  loans-to-one-borrower
is equal to the  greater of $500,000  or 15% of  unimpaired  capital and surplus
(except for loans fully secured by certain  readily  marketable  collateral,  in
which case this limit is increased to 25% of unimpaired capital and surplus). At
December 31, 1997,  the Bank's  lending  limit under this  restriction  was $1.4
million.  American  Savings  is in  compliance  with  the  loans-to-one-borrower
limitation.
<PAGE>
         The OTS, as well as the other  federal  banking  agencies,  has adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  asset quality,  earnings  standards,  internal
controls and audit  systems,  interest rate risk exposure and  compensation  and
other  employee  benefits.  Any  institution  which  fails to comply  with these
standards must submit a compliance plan. A failure to submit a plan or to comply
with an  approved  plan will  subject  the  institution  to further  enforcement
action.

Insurance of Accounts and Regulation by the FDIC

         American  Savings is a member of the SAIF, which is administered by the
FDIC.  Deposits  are  insured  up to  applicable  limits  by the  FDIC  and such
insurance  is  backed  by  the  full  faith  and  credit  of the  United  States
Government.  As insurer,  the FDIC  imposes  deposit  insurance  premiums and is
authorized to conduct  examinations of and to require  reporting by FDIC-insured
institutions. It also may prohibit any FDIC-insured institution from engaging in
any activity the FDIC  determines  by regulation or order to pose a serious risk
to the SAIF or the BIF. The FDIC also has the authority to initiate  enforcement
actions  against  savings  associations,  after giving the OTS an opportunity to
take such action,  and may terminate the deposit insurance if it determines that
the institution has engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.

         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine  categories  and  assessed  insurance  premiums,  based upon their level of
capital and supervisory evaluation. Under the system, institutions classified as
well  capitalized  (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to  risk-weighted  assets  ("Tier 1  risk-based  capital") of at
least 6% and a risk-based  capital ratio of at least 10%) and considered healthy
pay the  lowest  premium  while  institutions  that  are  less  than  adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based  capital  ratio  of less  than  8%)  and  considered  of  substantial
supervisory concern pay the highest premium.  Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

         The FDIC is authorized to increase  assessment  rates,  on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated  reserve  ratio of 1.25% of SAIF insured  deposits.  In setting these
increased  assessments,  the FDIC must seek to restore the reserve ratio to that
designated  reserve  level,  or such higher  reserve ratio as established by the
FDIC.  The FDIC may also impose  special  assessments  on SAIF  members to repay
amounts  borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.

           For the first six months of 1995,  the  assessment  schedule  for BIF
members and SAIF members  ranged from .23% to .31% of  deposits.  As is the case
with the SAIF, the FDIC is authorized to adjust the insurance  premium rates for
banks that are insured by the BIF of the FDIC in order to  maintain  the reserve
ratio of the BIF at  1.25%  of BIF  insured  deposits.  As a  result  of the BIF
reaching its statutory  reserve ratio the FDIC revised the premium  schedule for
BIF insured  institutions  to provide a range of .04% to .31% of  deposits.  The
revisions  became  effective in the third quarter of 1995. In addition,  the BIF
rates were further revised,  effective January 1996, to provide a range of 0% to
 .27%. The SAIF rates,  however,  were not adjusted. At the time the FDIC revised
<PAGE>
the BIF premium schedule, it noted that, absent legislative action (as discussed
below),  the SAIF would not attain its  designated  reserve ratio until the year
2002. As a result,  SAIF insured members would continue to be generally  subject
to higher deposit insurance  premiums than BIF insured  institutions  until, all
things being equal, the SAIF attained its required reserve ratio.

         In order to eliminate this disparity and any  competitive  disadvantage
between  BIF and SAIF  member  institutions  with  respect to deposit  insurance
premiums,  legislation to  recapitalize  the SAIF was enacted in September 1996.
The legislation provides for a one-time assessment to be imposed on all deposits
assessed at the SAIF rates, as of March 31, 1995, in order to  recapitalize  the
SAIF. It also provides for the merger of the BIF and the SAIF on January 1, 1999
if no savings  associations  then exist.  The special  assessment  rate has been
established  at .657% of deposits by the FDIC and the  resulting  assessment  of
$389,000  was paid in  November  1996.  This  special  assessment  significantly
increased  noninterest  expense and  adversely  affected  the Bank's  results of
operations  for the year ended  December  31,  1996.  As a result of the special
assessment,  American Savings' deposit insurance  premiums were reduced to .0648
based upon its current risk  classification and the new assessment  schedule for
SAIF  insured  institutions.  These  premiums  are  subject  to change in future
periods.

         Prior  to the  enactment  of the  legislation,  a  portion  of the SAIF
assessment imposed on savings  associations was used to repay obligations issued
by a federally chartered corporation to provide financing ("FICO") for resolving
the thrift  crisis in the 1980s.  Although the FDIC has  proposed  that the SAIF
assessment be equalized with the BIF assessment  schedule,  effective October 1,
1996, SAIF-insured institutions will continue to be subject to a FICO assessment
as a result of this continuing  obligation.  Although the  legislation  also now
requires  assessments  to be made on  BIF-assessable  deposits for this purpose,
effective  January 1, 1997,  that  assessment will be limited to 20% of the rate
imposed on SAIF  assessable  deposits  until the earlier of December 31, 1999 or
when no  savings  association  continues  to exist,  thereby  imposing a greater
burden  on SAIF  member  institutions  such as the  Bank.  Thereafter,  however,
assessments  on  BIF-member  institutions  will  be made on the  same  basis  as
SAIF-member  institutions.  The rates to be established by the FDIC to implement
this requirement for all FDIC-insured institutions are anticipated to be about a
6.5%  basis  points  assessment  on SAIF  deposits  and 1.5 basis  points on BIF
deposits until BIF insured institutions participate fully in the assessment.

Regulatory Capital Requirements

         Federally insured savings associations,  such as the Bank, are required
to  maintain a minimum  level of  regulatory  capital.  The OTS has  established
capital standards,  including a tangible capital  requirement,  a leverage ratio
(or core capital) requirement and a risk-based capital requirement applicable to
such  savings  associations.  These  capital  requirements  must be generally as
stringent as the comparable capital  requirements for national banks. The OTS is
also  authorized to impose capital  requirements in excess of these standards on
individual associations on a case-by-case basis.

         The capital  regulations  require  tangible capital of at least 1.5% of
adjusted total assets (as defined by  regulation).  Tangible  capital  generally
includes  common   stockholders'   equity  and  retained  income,   and  certain
noncumulative  perpetual  preferred stock and related income.  In addition,  all
intangible  assets,  other than a limited amount of purchased mortgage servicing
rights,  must be deducted from tangible capital for calculating  compliance with
the  requirement.  At December  31, 1997,  the Bank did not have any  intangible
assets.
<PAGE>
         The OTS regulations establish special  capitalization  requirements for
savings associations that own subsidiaries.  In determining  compliance with the
capital requirements,  all subsidiaries engaged solely in activities permissible
for national  banks or engaged in certain other  activities  solely as agent for
its customers are  "includable"  subsidiaries  that are consolidated for capital
purposes in proportion to the association's  level of ownership.  For excludable
subsidiaries the debt and equity  investments in such  subsidiaries are deducted
from  assets  and  capital.   All   subsidiaries  of  the  Bank  are  includable
subsidiaries.

         At December 31,  1997,  American  Savings had tangible  capital of $9.5
million, or 9.76% of adjusted total assets,  which is approximately $8.0 million
above the minimum requirement of 1.5% of adjusted total assets in effect on that
date.

         The capital standards also require core capital equal to at least 3% of
adjusted total assets.  Core capital generally consists of tangible capital plus
certain intangible  assets,  including a limited amount of purchased credit card
relationships.  As a result of the prompt corrective action provisions discussed
below,  however, a savings  association must maintain a core capital ratio of at
least  4%  to  be  considered  adequately  capitalized  unless  its  supervisory
condition is such to allow it to maintain a 3% ratio.

         At December 31, 1997,  American  Savings had core capital equal to $9.5
million,  or 9.76% of adjusted  total  assets,  which is $6.6 million  above the
minimum leverage ratio requirement of 3% as in effect on that date.

         The OTS risk-based  requirement  requires savings  associations to have
total capital of at least 8% of risk-weighted  assets. Total capital consists of
core capital, as defined above, and supplementary capital. Supplementary capital
consists of certain  permanent  and  maturing  capital  instruments  that do not
qualify as core capital and general  valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the risk-based  requirement  only to the extent of core capital.  The
OTS is  also  authorized  to  require  a  savings  association  to  maintain  an
additional  amount of total capital to account for  concentration of credit risk
and the risk of  non-traditional  activities.  At December  31,  1997,  American
Savings had no capital  instruments  that qualify as  supplementary  capital and
$410,000 of general loss, which was less than 1.25% of risk-weighted assets.

         Certain  exclusions from capital and assets are required to be made for
the purpose of calculating  total  capital.  Such  exclusions  consist of equity
investments  (as  defined  by  regulation)  and that  portion  of land loans and
nonresidential  construction  loans in excess of an 80% loan-to-value  ratio and
reciprocal  holdings of qualifying  capital  instruments.  American  Savings had
$15,000 of such exclusions from capital and assets at December 31, 1997.

         In  determining  the  amount  of  risk-weighted   assets,  all  assets,
including certain  off-balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%,  based on the risk  inherent in the type of asset.  For
example,  the OTS has assigned a risk weight of 50% for  prudently  underwritten
permanent  one- to  four-family  first lien mortgage loans not more than 90 days
delinquent  and having a loan to value ratio of not more than 80% at origination
unless insured to such ratio by an insurer approved by the FNMA or FHLMC.
<PAGE>
         OTS regulations  also require that every savings  association with more
than normal  interest rate risk exposure to deduct from its total  capital,  for
purposes of determining compliance with such requirement, an amount equal to 50%
of its  interest-rate  risk  exposure  multiplied  by the  present  value of its
assets. This exposure is a measure of the potential decline in the net portfolio
value of a savings  association,  greater  than 2% of the  present  value of its
assets,  based upon a  hypothetical  200 basis  point  increase  or  decrease in
interest rates (whichever results in a greater decline).  Net portfolio value is
the  present  value  of  expected  cash  flows  from  assets,   liabilities  and
off-balance  sheet  contracts.  The rule will not become effective until the OTS
evaluates the process by which savings  associations may appeal an interest rate
risk deduction determination.  It is uncertain as to when this evaluation may be
completed.  Any savings  association,  such as American Savings,  with less than
$300 million in assets and a total capital ratio in excess of 12% is exempt from
this requirement unless the OTS determines otherwise.

         On  December  31,  1997,  American  Savings  had total  capital of $9.9
million  (including  $9.5  million in core  capital and  $410,000 in  qualifying
supplementary  capital)  and  risk-weighted  assets  of $53.4  million  or total
capital of 18.51% of  risk-weighted  assets.  This amount was $5.6 million above
the 8% requirement in effect on that date.

         The OTS and the FDIC are authorized  and,  under certain  circumstances
required, to take certain actions against savings associations that fail to meet
their  capital  requirements.  The OTS is  generally  required to take action to
restrict the activities of an "undercapitalized  association" (generally defined
to be  one  with  less  than  either  a 4%  core  capital  ratio,  a 4%  Tier  1
risked-based  capital  ratio  or an  8%  risk-based  capital  ratio).  Any  such
association  must  submit a  capital  restoration  plan and  until  such plan is
approved by the OTS may not increase its assets,  acquire  another  institution,
establish a branch or engage in any new  activities,  and generally may not make
capital   distributions.   The  OTS  is  authorized  to  impose  the  additional
restrictions that are applicable to significantly undercapitalized associations.

          As a condition to the approval of the capital  restoration  plan,  any
company  controlling  an  undercapitalized  association  must agree that it will
enter  into  a  limited  capital  maintenance  guarantee  with  respect  to  the
institution's achievement of its capital requirements.

         Any savings  association  that fails to comply with its capital plan or
is  "significantly  undercapitalized"  (i.e.,  Tier 1 risk-based or core capital
ratios of less than 3% or a  risk-based  capital  ratio of less than 6%) must be
made  subject  to one or more of  additional  specified  actions  and  operating
restrictions  which may cover all aspects of its operations and include a forced
merger  or  acquisition  of  the   association.   An  association  that  becomes
"critically  undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to those
applicable to significantly  undercapitalized associations. In addition, the OTS
must appoint a receiver (or conservator  with the concurrence of the FDIC) for a
savings  association,  with certain limited exceptions,  within 90 days after it
becomes critically  undercapitalized.  Any undercapitalized  association is also
subject to the general enforcement  authority of the OTS and the FDIC, including
the appointment of a conservator or a receiver.

         The OTS is also generally  authorized to reclassify an association into
a lower capital category and impose the restrictions applicable to such category
if the institution is engaged in unsafe or unsound  practices or is in an unsafe
or unsound condition.
<PAGE>
         The  imposition by the OTS or the FDIC of any of these  measures on the
Bank may have a substantial  adverse effect on American Savings'  operations and
profitability.   Company   shareholders  do  not  have  preemptive  rights,  and
therefore, if the Company is directed by the OTS or the FDIC to issue additional
shares of  Common  Stock,  such  issuance  may  result  in the  dilution  in the
percentage of ownership of the Company.

Limitations on Dividends and Other Capital Distributions

         OTS regulations  impose various  restrictions  on savings  associations
with respect to their ability to make  distributions  of capital,  which include
dividends,  stock  redemptions  or  repurchases,   cash-out  mergers  and  other
transactions  charged to the capital  account.  OTS regulations  also prohibit a
savings  association from declaring or paying any dividends or from repurchasing
any of its stock if, as a result,  the  regulatory  capital  of the  association
would be reduced below the amount  required to be maintained for the liquidation
account established in connection with its mutual to stock conversion.

         Generally,  savings  associations,  such as the Bank,  that  before and
after the  proposed  distribution  meet  their  capital  requirements,  may make
capital  distributions  during any calendar year equal to the greater of 100% of
net  income for the  year-to-date  plus 50% of the amount by which the lesser of
the  association's  tangible,  core or  risk-based  capital  exceeds its capital
requirement  for such  capital  component,  as measured at the  beginning of the
calendar year, or 75% of its net income for the most recent four quarter period.
However,  an association deemed to be in need of more than normal supervision by
the OTS may have its dividend authority  restricted by the OTS. The Bank may pay
dividends in accordance with this general authority.

         Savings  associations  proposing to make any capital  distribution need
only  submit  written  notice  to the OTS 30 days  prior  to such  distribution.
Savings  associations  that do not,  or would  not meet  their  current  minimum
capital requirements  following a proposed capital  distribution,  however, must
obtain OTS approval prior to making such distribution. The OTS may object to the
distribution  during that 30-day  notice  period  based on safety and  soundness
concerns. See "Regulatory Capital Requirements."

         The OTS has proposed  regulations that would revise the current capital
distribution  restrictions.  Under the proposal a savings association may make a
capital  distribution  without notice to the OTS (unless it is a subsidiary of a
holding  company)  provided  that  it  has a  CAMEL  1 or 2  rating,  is  not of
supervisory concern, and would remain adequately  capitalized (as defined in the
OTS prompt corrective action regulations)  following the proposed  distribution.
Savings  associations  that would remain  adequately  capitalized  following the
proposed  distribution but do not meet the other noted  requirements must notify
the OTS 30 days prior to  declaring  a capital  distribution.  The OTS stated it
will generally regard as permissible that amount of capital  distributions  that
do not exceed 50% of the institution's excess regulatory capital plus net income
to date during the calendar year. A savings  association  may not make a capital
distribution  without  prior  approval  of  the  OTS  and  the  FDIC  if  it  is
undercapitalized  before,  or as a result of, such a distribution.  As under the
current  rule,  the  OTS  may  object  to a  capital  distribution  if it  would
constitute  an unsafe  or  unsound  practice.  No  assurance  may be given as to
whether or in what form the regulations may be adopted.
<PAGE>
Liquidity

         The Bank is required to maintain an average  daily balance of specified
liquid assets equal to a monthly average of not less than a specified percentage
of its net  withdrawable  deposit  accounts  plus  short-term  borrowings.  This
liquidity  requirement  is subject to change from time to time by the OTS to any
amount within the range of 4% to 10% depending upon economic  conditions and the
savings flows of member institutions. During 1997, OTS regulations also required
each savings  institution  to maintain an average  daily  balance of  short-term
liquid  assets  of at least  1% of the  total  of its net  withdrawable  deposit
accounts and borrowings  payable in one year or less.  Monetary penalties may be
imposed for failure to meet these liquidity  requirements.  The OTS has recently
lowered the liquidity requirement from 5% to 4% and eliminated the 1% short term
liquid asset  requirement.  The Bank's liquidity ratio for December 31, 1997 was
16.28%  which  exceeded  the  applicable  requirements.  The Bank has never been
subject to monetary penalties for failure to meet its liquidity requirements.

Qualified Thrift Lender Test

         All savings  associations,  including American Savings, are required to
meet a qualified  thrift lender  ("QTL") test to avoid certain  restrictions  on
their operations.  This test requires a savings association to have at least 65%
of  its  portfolio  assets  (as  defined  by  regulation)  in  qualified  thrift
investments  on a monthly  average  for nine out of every 12 months on a rolling
basis. As an alternative, the savings association may maintain 60% of its assets
in those assets  specified in Section  7701(a)(19) of the Internal Revenue Code.
Under either test, such assets primarily consist of residential  housing related
loans and  investments.  At  December  31,  1997,  the Bank met the test and has
always met the test since its effectiveness.

         Any savings association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an  association  does not  requalify  and  converts  to a national  bank
charter,  it must remain  SAIF-insured  until the FDIC permits it to transfer to
the BIF.  If such an  association  has not yet  requalified  or  converted  to a
national  bank,  its  new  investments  and  activities  are  limited  to  those
permissible  for both a  savings  association  and a  national  bank,  and it is
limited to national bank branching  rights in its home state.  In addition,  the
association is immediately  ineligible to receive any new FHLB borrowings and is
subject to national  bank limits for payment of dividends.  If such  association
has not requalified or converted to a national bank within three years after the
failure,  it must divest itself of all  investments and cease all activities not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB borrowings,  which may result in prepayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies. See "- Holding Company Regulation."

Community Reinvestment Act

         Under the  Community  Reinvestment  Act  ("CRA"),  every  FDIC  insured
institution has a continuing and affirmative obligation consistent with safe and
sound banking  practices to help meet the credit needs of its entire  community,
including  low and moderate  income  neighborhoods.  The CRA does not  establish
specific lending requirements or programs for financial institutions nor does it
limit an institution's  discretion to develop the types of products and services
<PAGE>
that it believes are best suited to its particular  community,  consistent  with
the CRA.  The CRA  requires  the OTS,  in  connection  with the  examination  of
American Savings, to assess the institution's record of meeting the credit needs
of its  community  and to take such record  into  account in its  evaluation  of
certain applications,  such as a merger or the establishment of a branch, by the
Bank.  An  unsatisfactory  rating  may be used as the basis for the denial of an
application by the OTS.

         The federal banking agencies,  including the OTS, have recently revised
the CRA  regulations  and  the  methodology  for  determining  an  institution's
compliance with the CRA. Due to the heightened  attention being given to the CRA
in the past few years,  the Bank may be required to devote  additional funds for
investment  and lending in its local  community.  The Bank was  examined for CRA
compliance in December 1995 and received a rating of satisfactory.

Transactions with Affiliates

         Generally,   transactions   between  a  savings   association   or  its
subsidiaries  and its affiliates are required to be on terms as favorable to the
association as transactions with non-affiliates.  In addition,  certain of these
transactions,  such as loans to an affiliate,  are restricted to a percentage of
the  association's  capital.  Affiliates of American Savings include the Holding
Company  and any  company  which is under  common  control  with  the  Bank.  In
addition,  a  savings  association  may not  lend to any  affiliate  engaged  in
activities not  permissible for a bank holding company or acquire the securities
of most affiliates. The Bank's subsidiaries are not deemed affiliates,  however;
the OTS has the  discretion to treat  subsidiaries  of savings  associations  as
affiliates on a case by case basis.

         Certain  transactions with directors,  officers or controlling  persons
are also subject to conflict of interest  regulations enforced by the OTS. These
conflict of interest  regulations and other statutes also impose restrictions on
loans to such persons and their  related  interests.  Among other  things,  such
loans must be made on terms  substantially the same as for loans to unaffiliated
individuals.

Holding Company Regulation

         The Company is a unitary  savings and loan holding  company  subject to
regulatory  oversight  by the OTS. As such,  the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings  association  subsidiaries which also permits the OTS to restrict or
prohibit  activities  that are determined to be a serious risk to the subsidiary
savings association.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions. If the Company acquires control of another
savings association as a separate subsidiary, it would become a multiple savings
and loan  holding  company,  and the  activities  of the  Company and any of its
subsidiaries  (other than  American  Savings or any other  SAIF-insured  savings
association)  would  become  subject  to such  restrictions  unless  such  other
associations  each  qualify  as  a  QTL  and  were  acquired  in  a  supervisory
acquisition.
<PAGE>
         If American  Savings  fails the QTL test,  the Company  must obtain the
approval of the OTS prior to continuing after such failure,  directly or through
its other  subsidiaries,  any business  activity  other than those  approved for
multiple savings and loan holding companies or their subsidiaries.  In addition,
within one year of such  failure the Company  must  register as, and will become
subject  to,  the  restrictions  applicable  to  bank  holding  companies.   The
activities  authorized for a bank holding  company are more limited than are the
activities  authorized  for a  unitary  or  multiple  savings  and loan  holding
company. See "- Qualified Thrift Lender Test."

         The Company must obtain approval from the OTS before acquiring  control
of  any  other  SAIF-insured   association.   Such  acquisitions  are  generally
prohibited  if they  result  in a  multiple  savings  and loan  holding  company
controlling  savings  associations  in  more  than  one  state.   However,  such
interstate  acquisitions are permitted based on specific state  authorization or
in a supervisory acquisition of a failing savings association.

Federal Securities Law

         The  stock  of the  Company  is  registered  with  the  SEC  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is
subject to the information, proxy solicitation, insider trading restrictions and
other requirements of the SEC under the Exchange Act.

         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.

Federal Reserve System

         The Federal  Reserve  Board  requires all  depository  institutions  to
maintain  non-interest  bearing  reserves  at  specified  levels  against  their
transaction accounts (primarily checking,  NOW and Super NOW checking accounts).
At December 31, 1997,  American  Savings was in  compliance  with these  reserve
requirements.  The balances maintained to meet the reserve  requirements imposed
by the Federal Reserve Board may be used to satisfy liquidity  requirements that
may be imposed by the OTS. See "- Liquidity."

         Savings  associations are authorized to borrow from the Federal Reserve
Bank  "discount   window,"  but  Federal  Reserve  Board   regulations   require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Bank.

Federal Home Loan Bank System

         American Savings is a member of the FHLB of Indianapolis,  which is one
of 12 regional FHLBs,  that  administers  the home financing  credit function of
savings  associations.  Each FHLB  serves as a reserve or  central  bank for its
members within its assigned region. It is funded primarily from proceeds derived
from the sale of consolidated  obligations of the FHLB System. It makes loans to
members (i.e., advances) in accordance with policies and procedures, established
by the board of directors of the FHLB, which are subject to the oversight of the
Federal  Housing  Finance  Board.  All advances from the FHLB are required to be
fully secured by  sufficient  collateral as determined by the FHLB. In addition,
all  long-term  advances  are  required to provide  funds for  residential  home
financing.
<PAGE>
         As a member,  American  Savings is required to  purchase  and  maintain
stock in the FHLB of  Indianapolis.  At December 31, 1997,  American Savings had
$725,000 in FHLB stock,  which was in compliance with this requirement.  In past
years,  American Savings has received  substantial  dividends on its FHLB stock.
Over the past five calendar  years such  dividends  have averaged 7.56% and were
7.99% for calendar year 1997.

         Under  federal  law the FHLBs are  required  to  provide  funds for the
resolution  of  troubled  savings  associations  and to  contribute  to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income  housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction in value of American Savings' FHLB stock may result in a corresponding
reduction in its capital.

         For the year ended  December  31, 1997,  dividends  paid by the FHLB of
Indianapolis to American  Savings totaled $52,700,  which  constitutes a $10,000
increase  from the amount of  dividends  received  in  calendar  year 1996.  The
$14,600  dividend  received for the quarter ended  December 31, 1997 reflects an
annualized rate of 8.00%, or .01% above the average rate for calendar 1997.

Federal and State Taxation

         General. The Company and the Bank report their income on a consolidated
basis and the accrual  method of  accounting,  and are subject to federal income
taxation  in the  same  manner  as  other  corporations  with  some  exceptions,
including  particularly  the Bank's reserve for bad debts discussed  below.  The
following  discussion  of tax matters is intended only as a summary and does not
purport to be a  comprehensive  description  of the tax rules  applicable to the
Bank or the Company.  The Bank has not been audited by the IRS since 1996, which
covered the tax years  through  1995.  For its 1997  taxable  year,  the Bank is
subject to a maximum federal income tax rate of 34%.

         Bad Debt  Reserves.  For fiscal years  beginning  prior to December 31,
1995, thrift  institutions which qualified under certain  definitional tests and
other  conditions  of the  Internal  Revenue  Code of  1986  (the  "Code")  were
permitted to use certain favorable provisions to calculate their deductions from
taxable income for annual  additions to their bad debt reserve.  A reserve could
be  established  for bad debts on  qualifying  real  property  loans  (generally
secured by interests in real property  improved or to be improved) under (i) the
Percentage of Taxable  Income  Method (the "PTI Method") or (ii) the  Experience
Method.  The reserve for  nonqualifying  loans was computed using the Experience
Method.

         The Small Business Job  Protection Act of 1996 (the "1996 Act"),  which
was enacted on August 20,  1996,  requires  savings  institutions  to  recapture
(i.e.,  take  into  income)  certain  portions  of  their  accumulated  bad debt
reserves.  The 1996 Act repeals the reserve  method of accounting  for bad debts
effective for tax years beginning after 1995. Thrift  institutions that would be
treated as small banks are allowed to utilize the Experience  Method  applicable
to such institutions,  while thrift institutions that are treated as large banks
(those generally  exceeding $500 million in assets) are required to use only the
specific charge-off method.  Thus, the PTI Method of accounting for bad debts is
no longer available for any financial institution.
<PAGE>
         A thrift  institution  required  to  change  its  method  of  computing
reserves  for bad  debts  will  treat  such  change  as a change  in  method  of
accounting,  initiated by the taxpayer, and having been made with the consent of
the IRS.  Any Section  481(a)  adjustment  required to be taken into income with
respect to such  change  generally  will be taken  into  income  ratably  over a
six-taxable  year period,  beginning with the first taxable year beginning after
1995, subject to the residential loan requirement.

         Under  the  residential  loan  requirement  provision,   the  recapture
required by the 1996 Act will be suspended  for each of two  successive  taxable
years, beginning with the Bank's 1996 taxable year, in which the Bank originates
a minimum of certain  residential  loans based upon the average of the principal
amounts of such loans made by the Bank  during its six taxable  years  preceding
its current taxable year.

         Under the 1996 Act, for its current and future taxable years,  the Bank
is not permitted to make  additions to its tax bad debt  reserves.  In addition,
the Bank is required  to  recapture  (i.e.,  take into  income)  over a six year
period the excess of the balance of its tax bad debt reserves as of December 31,
1995 other than its  supplemental  reserve for losses on loans, if any, over the
balance of such reserves as of December 31, 1987. As a result of such recapture,
the Bank will incur an additional tax liability of approximately  $114,000 which
is generally  expected to be taken into income beginning in 1998 over a six-year
period.

         Distributions.  Under the 1996  Act,  if the Bank  makes  "non-dividend
distributions"  to the Company,  such  distributions  will be considered to have
been made from the Bank's  unrecaptured  tax bad debt  reserves  (including  the
balance of its reserves as of December 31, 1987) to the extent thereof, and then
from the Bank's supplemental reserve for losses on loans, to the extent thereof,
and an amount based on the amount  distributed  (but not in excess of the amount
of  such  reserves)  will  be  included  in  the  Bank's  income.   Non-dividend
distributions  include  distributions  in  excess  of  the  Bank's  current  and
accumulated earnings and profits, as calculated for federal income tax purposes,
distributions in redemption of stock,  and  distributions in partial or complete
liquidation.  Dividends paid out of the Bank's  current or accumulated  earnings
and profits will not be so included in the Bank's income.

         The amount of additional  taxable income triggered by a non-dividend is
an amount that, when reduced by the tax attributable to the income,  is equal to
the  amount  of  the  distribution.  Thus,  if the  Bank  makes  a  non-dividend
distribution to the Company,  approximately one and one-half times the amount of
such  distribution  (but not in excess of the amount of such reserves)  would be
includable  in income for federal  income tax  purposes,  assuming a 35% federal
corporate  income tax rate. The Bank does not intend to pay dividends that would
result in a recapture of any portion of its bad debt reserves.

         Under the residential loan requirement provision,  the recapture Bank's
1996  required  by the  1996 Act will be  suspended  for each of two  successive
taxable  years,  beginning  with the Bank's 1996 taxable year, in which the Bank
originates a minimum of certain  residential loans based upon the average of the
principal  amounts of such loans made by the Bank during its six  taxable  years
preceding its current taxable year.
<PAGE>
         Indiana Taxation. The State of Indiana imposes an 8.5% franchise tax on
the net income of financial (including thrift) institutions.  Taxable income for
franchise  tax  purposes  will  constitute  federal  taxable  income  before net
operating loss  deductions and special  deductions,  adjusted for certain items,
including  the addition of Indiana  income  taxes,  property  taxes,  tax exempt
interest and bad debts.  Other  applicable  Indiana taxes include sales, use and
property taxes.

         Delaware Taxation. As a Delaware holding company, the Company is exempt
from Delaware corporate income tax but is required to file an annual report with
and pay an annual  fee to the State of  Delaware.  The  Holding  Company is also
subject to an annual franchise tax imposed by the State of Delaware.

Competition

         American  Savings faces strong  competition  both in  originating  real
estate loans and in attracting deposits.  Competition in originating loans comes
primarily  from  commercial  banks,  credit unions,  mortgage  bankers and other
savings  institutions,  which also make loans secured by real estate  located in
the Bank's market area.  American Savings competes for loans  principally on the
basis of the  interest  rates  and loan fees it  charges,  the types of loans it
originates and the quality of services it provides to borrowers.

         Competition for those deposits is principally  from  commercial  banks,
credit unions,  mutual funds,  securities  firms and other savings  institutions
located in the same  communities.  The ability of the Bank to attract and retain
deposits  depends  on its  ability to provide  an  investment  opportunity  that
satisfies the requirements of investors as to rate of return,  liquidity,  risk,
convenient  locations and other factors. The Bank competes for these deposits by
offering  competitive rates,  convenient  business hours and a customer oriented
staff.

Executive Officers

         The following information as to the business experience during the past
five years is supplied with respect to executive officers of the Company. Except
as otherwise indicated, the persons named have served as officers of the Company
since it became  the  holding  company of the Bank and all  positions  described
below are with the Bank. There are no arrangements or understandings between the
persons  named  and any  other  person  pursuant  to which  such  officers  were
selected.

         Clement B. Knapp,  Jr. Mr. Knapp, age 55, has served as Chairman of the
Board,  President  and Chief  Executive  Officer  of the Bank since 1977 and has
acted in all of such  capacities  with the Company  since its  incorporation  in
1993.  Since  joining the Bank in 1968 he has served in various  capacities  and
attended  many  banking  schools and  seminars.  He is a graduate of  Georgetown
University and Indiana  University  Indianapolis  Law School.  Mr. Knapp is also
active in several community organizations. Mr. Knapp is the husband of Denise L.
Knapp, Secretary of the Bank.

         Louis A. Green.  Mr. Green, age 54, joined the Bank in 1967. He has had
various  positions  including  Controller  and Vice  President.  Mr.  Green  was
appointed  as Senior  Vice  President  of the Bank in 1985 and of the Company in
1993 and is responsible for coordinating  the Bank's loan  activities.  Prior to
joining the Bank, Mr. Green was an accountant in the Chicago Office of Ernst and
Ernst. He is also an active member in several trade and community organizations.
<PAGE>
         Daniel T. Poludniak.  Mr.  Poludniak,  age 56, has been Vice President,
Treasurer  and Chief  Financial  Officer of the Bank since 1983 and the  Company
since 1993. As Chief Financial Officer of the Bank, Mr. Poludniak is responsible
for the  establishment  and  supervision of the  accounting and data  processing
activities of the Bank. Prior to joining American Savings in 1983, Mr. Poludniak
had twenty years experience in both local and Chicago banks.

         Denise L. Knapp.  Mrs. Knapp, age 50, was appointed as the Secretary of
the  Bank in 1987 and of the  Company  in 1993.  She has also  served  as a loan
officer since 1985 and as the Dyer branch manager since 1989.  Since joining the
Bank in 1975,  Mrs.  Knapp has served in various  capacities  and is a member of
several  executive  committees of the Bank. Mrs. Knapp is also active in several
charitable organizations in the area. Mrs. Knapp is the wife of President Knapp.

Employees

         At  December  31,  1997,  the  Company  had a  total  of 32  employees,
including 5 part-time employees.  The Company's employees are not represented by
any collective bargaining group.
Management considers its employee relations to be good.

Year 2000 Compliance

         The Company utilizes and is dependent upon data processing  systems and
software to conduct  its  business.  The data  processing  systems and  software
include  those  developed  and  maintained  by the  Company's  third-party  data
processing  vendor and  purchased  software  which is run on  in-house  computer
networks. In 1997, the Company initiated a review and assessment of all hardware
and  software to confirm  that it will  function  properly in the year 2000.  To
date, those vendors which have been contacted have indicated that their hardware
or  software  is or  will be Year  2000  compliant  in  time  frames  that  meet
regulatory  requirements.  The costs associated with the compliance  efforts are
not expected to have a significant  impact on the Company's  ongoing  results of
operations.
<PAGE>
Item 2. Description of Property

         The  Company  conducts  its  business  at its main  office  located  in
Munster, Indiana. The following table sets forth information relating to each of
the Company's properties as of December 31, 1997.
<TABLE>
<CAPTION>
                                                                 Total
                                             Owned             Approximate          December 31,
                              Year            or                  Square             1997 Book
Location                    Acquired        Leased               Footage               Value
--------                    --------        ------               -------               -----
                                                    (In Thousands)
<S>                           <C>           <C>                    <C>                 <C>
Main Office:

8230 Hohman Avenue            1963           Owned                 8,400               $75,000
Munster, Indiana

Branch Offices:

1001 Main Street              1990          Leased                 2,800                94,000
Dyer, Indiana

3801 Main Street              1994           Owned                 2,900                33,000
East Chicago, Indiana

4521 Hohman Avenue            1983           Owned                 1,600                54,000
Hammond, Indiana
</TABLE>

         The Company  believes that its current  facilities are adequate to meet
the  present  and  foreseeable  needs of the Bank and the  Company,  subject  to
possible future expansion.

         The  Company  maintains  an  on-line  data base  with a service  bureau
servicing financial institutions.  The net book value of the data processing and
computer equipment utilized by the Company at December 31, 1997 was $106,000.

Item 3.  Legal Proceedings

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

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

         During the quarter ended  December 31, 1997,  the Company  submitted no
matters to a vote of security holders, through the solicitation of proxies.
<PAGE>

                                     PART II


Item  5.  Market for Common Equity and Related Stockholder Matters

         Page 43 of the Company's 1997 Annual Report to  Stockholders  is herein
incorporated by reference.


Item  6.  Management's Discussion and Analysis or Plan of Operation

         Pages 5 through 16 of the Company's 1997 Annual Report to  Stockholders
is herein incorporated by reference.


Item  7.  Financial Statements

         Pages 18 through 49 of the Company's 1997 Annual Report to Stockholders
are herein incorporated by reference.


Item  8.  Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure

         There has been no  Current  Report  on Form 8-K filed  within 24 months
prior to the date of the most recent financial  statements reporting a change in
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.

                                    PART III

Item 9.  Directors and Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act

         Information  concerning  directors of the  Registrant  is  incorporated
herein by reference from the Company's  definitive  Proxy Statement for the 1998
Annual Meeting of Stockholders, a copy of which will be filed not later than 120
days after the close of the fiscal year.

Item 10.  Executive Compensation

         Information concerning executive compensation is incorporated herein by
reference  from the  Company's  definitive  Proxy  Statement for the 1998 Annual
Meeting of  Stockholders,  a copy of which will be filed not later than 120 days
after the close of the fiscal year.

Item 11.  Security Ownership of Certain Beneficial Owners and Management


         Information  concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the Company's definitive
Proxy  Statement for the 1998 Annual  Meeting of  Stockholders,  a copy of which
will be filed not later than 120 days after the close of the fiscal year.

Item 12.  Certain Relationships and Related Transactions

         Information   concerning  certain  relationships  and  transactions  is
incorporated  herein by reference from the Company's  definitive Proxy Statement
for the 1998 Annual Meeting of  Stockholders,  a copy of which will be filed not
later than 120 days after the close of the fiscal year.
<PAGE>


                                     PART IV


Item 13.  Exhibits and Reports on 8-K

         (a) Exhibits:

<TABLE>
<CAPTION>
                                                                                              Reference to
                                                                                              Prior Filing
      Regulation                                                                               or Exhibit
      S-K Exhibit                                                                            Number Attached
        Number                                     Document                                      Hereto
        ------                                     --------                                      ------
<S>                   <C>                                                                   <C>
             2        Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation            None
                      or Succession.....................................................
             3        Articles of Incorporation and Bylaws..............................            *
             4        Instruments defining the rights of security holders,
                      including indentures:
                       Common Stock Certificate.........................................            *
             9        Voting Trust Agreement............................................          None
            10        Material contracts:
                      1996 Stock Option and Incentive Plan..............................           ***
                      Recognition and Retention Plan....................................           ***
                      Employee Stock Ownership Plan.....................................            *
                      Employee Severance Compensation Plan..............................            *
                      Employment Agreements.............................................           **
            11        Statement re computation of per share earnings....................          None
            13        Annual Report to Security Holders for the last fiscal year, Form
                      10-Q or 10QSB or quarterly report to security holders.............           13
            16        Letter on change in certifying accountant.........................           *
            18        Letter on Change in Accounting Principles.........................          None
            21        Subsidiaries of Registrant........................................           21
            22        Published Report Regarding Matters Submitted to Vote..............          None
            23        Consent of Experts and Counsel....................................           23
            24        Power of Attorney.................................................      Not required
            27        Financial Data Schedule...........................................           27
            99        Additional Exhibits...............................................          None
</TABLE>

--------------------

*        Filed on December 29, 1995 as exhibits to the Registrant's Registration
         Statement  No.  33-80991  on Form  S-1.  All of such  previously  filed
         documents  are hereby  incorporated  herein by reference in  accordance
         with Item 601 of Regulation S-B.
**       Filed  on  December  29,  1995  as  Exhibits   10.2  and  10.3  to  the
         Registrant's  Registration  Statement No. 33- 80991 on Form S-1. All of
         such previously filed documents are hereby incorporated by reference in
         accordance with Item 601 of Regulation S-B.
***      Filed on September  12, 1996,  under  Schedule  14A, as  appendices  to
         definitive proxy materials.  All of such previously filed documents are
         hereby  incorporated herein by reference in accordance with Item 601 of
         Regulation S-B.
<PAGE>

         (b) Reports on Form 8-K:

         No reports on Form 8-K have been filed  during the  three-month  period
ended December 31, 1997.
<PAGE>



                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  Report to be signed on its behalf by the  undersigned,
thereunto duly authorized.




<PAGE>
                                         AMB FINANCIAL CORPORATION


Date:  March 30, 1998
                                         By: /s/Clement B. Knapp, Jr.,
                                             -------------------------
                                              Clement B. Knapp, Jr.,
                                              Chairman of the Board
                                              President and Chief Executive
                                              Officer
                                              (Duly Authorized Representative)

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.



/s/Clement B. Knapp                              /s/Ronald W. Borto
-------------------                              ----------------------------
Clement B. Knapp                                 Ronald W. Borto
President and Chief Executive Officer            Director
(Principal Executive and Operating Officer)

Date: March 30, 1998                             Date:  March 30, 1998


/s/Donald L. Harle                              /s/John C. McLaughlin
------------------                              ---------------------
Donald L. Harle                                 John C. McLaughlin
Director                                        Director

Date: March 30, 1998                            Date: March 30, 1998



/s/John G. Pastrick                             /s/Robert E. Tolley
-------------------                             --------------------
John G. Pastrick                                John G. Pastrick
Director                                        Director

Date:  March 30, 1998                           Date: March 30, 1998


/s/Daniel T. Poludniak
----------------------
Daniel T. Poludniak
Vice President, Treasurer
and Chief Financial Officer
(Principal Financial and Accounting Officer)

Date:  March 30, 1998
<PAGE>

                                  Exhibit Index




   Exhibit No.                                Document
   -----------                                --------

      13                Annual Report
      21                Subsidiaries of the Registrant
      23                Consent of Cobitz, VandenBerg & Fennessy
      27                Financial Data Schedule