UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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FORM 10-KSB

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

For the fiscal
year ended December 31, 2000
                                       OR

[  ] 
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES
         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
Registrant as Specified in its Charter)

|Delaware
(State or other jurisdiction 
    of incorporation or      
        organization) | 35-1905382
                             I.R.S. Employer
                            Identification
                             Number
|------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------
|                                                                                           |                                                                                                                                       
|8230 Hohman Avenue, Munster,
Indiana (Address of Principle executive offices)              | 46321-1578
(Zip Code)                                                                                                                 

Registrant'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 $0.01 per share
                                                     (Title of class)

Check  whether the Registrant  (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  Registrant  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 Registrant'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]

The  Registrant  had $9.9  million  in gross  income for the year ended
December 31, 2000.

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, 2000 was $4.7 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.)

As of March 14, 2001,  there were issued and  outstanding  869,163
shares of the Registrant's Common Stock.

DOCUMENTS
INCORPORATED BY REFERENCE

Parts II and IV of Form 10-KSB - Annual  Report to  Stockholders  for the fiscal
year ended December 31, 2000.  Part III of Form 10-KSB - Proxy Statement for the
2001 Annual Meeting of Stockholders.

Transitional Small Business Disclosure Format:  
 Yes  [   ];   No  [X].

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FORWARD-LOOKING
STATEMENTS

AMB Financial Corp.
("AMB Financial"), and its wholly-owned subsidiary, American Savings, FSB
("American Savings"), may from time to time make written or oral
"forward-looking statements," including statements contained in its filings with
the Securities and Exchange Commission (the "SEC"). These forward-looking
statements may be included in this Annual Report on Form 10-KSB and the exhibits
attached to it, in AMB Financial's reports to shareholders and in other
communications, which are made in good faith by us pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking
statements include statements about our beliefs, plans, objectives, goals,
expectations, anticipations, estimates and intentions, that are subject to
significant risks and uncertainties, and are subject to change based on various
factors, some of which are beyond our control. The words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar expressions are intended to identify forward-looking
statements. The following factors, among others, could cause our financial
performance to differ materially from the plans, objectives, expectations,
estimates and intentions expressed in the forward-looking statements:

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

The list of important factors stated above is not
exclusive. We do not undertake to update any forward-looking statement,  whether
written  or oral,  that may be made  from  time to time by or on  behalf  of AMB
Financial or American Savings.

2

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PART I

Item  1.  Description of Business

AMB  Financial  was  formed  in 1993  by  American
Savings  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.  In March 1996, American
Savings  converted  to the  stock  form of  organization  through  the  sale and
issuance of 1,124,125 shares of its common stock to AMB Financial. The principal
asset of AMB  Financial  is the  outstanding  stock  of  American  Savings.  AMB
Financial presently has no separate operations and its business consists only of
the  business of American  Savings.  All  references  to AMB  Financial,  unless
otherwise  indicated,  at or before  March 29, 1996 refer to  American  Savings.
References  in this Form 10-KSB to "we",  "us" and "our" refer to AMB  Financial
and/or American Savings as the context requires.

We  are a community-based  financial institution that offers a
variety of selected  financial  services to meet the needs of the  community  we
serve.  We attract  deposits  from the general  public and use such  deposits to
originate  and purchase  one- to  four-family  residential  mortgages  and, to a
lesser extent,  non- residential  real estate,  commercial  business,  consumer,
construction,  multi-family  real  estate,  and land  loans.  We also  invest 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."

We  serve the financial needs of families and local businesses
in our primary  market area,  northwest Lake County,  Indiana,  through our main
office  located  in  Munster,  Indiana  and two  branch  offices  located in the
communities  of Dyer and  Hammond,  Indiana.  Our  deposits  are  insured  up to
applicable limits by the Federal Deposit Insurance  Corporation (the "FDIC"). At
December 31,  2000,  we had total  assets of $135.7  million,  deposits of $89.7
million  and   stockholders'   equity  of  $11.5   million  or  8.47%  of  total
assets.

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

Lending Activities

Our  principal  lending  activity is  originating  and, to a
lesser extent, purchasing first mortgage loans secured by owner-occupied one- to
four-family  residential properties located in our primary market areas. We also
originate  and  purchase  non-residential  real  estate,   commercial  business,
construction, consumer, multi-family real estate, and land loans. In addition to
increasing  the yield and/or the interest  rate  sensitivity  of our  portfolio,
these  non-one- to four  family  loans  allow us to provide  more  comprehensive
financial  services to families and community  businesses in our primary  market
area.

3

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Loan  Portfolio  Composition.  The following  table sets
forth  information  concerning  the  composition of our loan portfolio in dollar
amounts and in percentages (before deductions for loans in process, net deferred
yield    adjustments    and   allowances   for   losses)   as   of   the   dates
indicated.

`December 31,
                                     -----------------------------------------------------------------------------------------------

                                                2000                    1999                  1998                   1997
                                     -----------------------------------------------------------------------------------------------

                                         Amount      Percent     Amount     Percent     Amount    Percent      Amount     Percent
                                     -----------------------------------------------------------------------------------------------

                                                                          (Dollars in Thousands)
Real Estate Loans:
-----------------
 One- to four-family................     $84,349     74.09%     $82,210     76.11%    $63,369     69.69%      $51,567        64.71%
 Multi-family.......................       2,189      1.92        2,144      1.98       2,446      2.69         4,010         5.03
 Non-residential....................      10,156      8.92        8,775      8.12      10,370     11.40         8,376        10.51
 Construction.......................       4,854      4.26        4,279      3.96       2,522      2.77         4,450         5.59
 Land...............................       1,041      0.92          632      0.59       1,227      1.35         1,264         1.59
                                        --------    -------    --------    ------     -------    ------       -------      -------
     Total real estate loans........     102,589     90.11       98,040     90.76      79,934     87.90        69,667        87.43
                                         -------     -----     --------    ------      ------    ------        ------      -------

Other Loans:
-----------
 Consumer Loans:
  Deposit account...................         213      0.19          147      0.13         172      0.19           165         0.21
  Credit Card.......................         437      0.38          439      0.41         414      0.46           405         0.51
  Home improvement..................         ---    ---             ---       ---          10      0.01            11         0.01
  Line of credit....................       4,130      3.63        3,336      3.09       3,552      3.91         3,259         4.09
  Other ............................       1,101      0.97        1,059      0.98       1,244      1.37         1,264         1.58
                                        --------    ------     --------    ------     -------    ------       -------      -------
     Total consumer loans...........       5,881      5.17        4,981      4.61       5,392      5.93         5,104         6.40
                                        --------    ------     --------    ------     -------    ------       -------      -------
 Commercial business loans..........       5,377      4.72        4,999      4.63       5,607      6.17         4,916         6.17
                                        --------    ------     --------    ------     -------    ------       -------      -------
     Total loans receivable.........     113,847    100.00%     108,020    100.00%     90,933    100.00%       79,687       100.00%
                                         -------    ======      -------    ======      ------    ======        ------       ======

Less:
----
 Loans in process...................         677                  1,523                   569                   1,975
 Net deferred yield adjustments.....         (13)                    (4)                   95                     209
 Allowance for losses...............         701                    591                   507                     410
                                       ---------               --------              --------                 -------
 Total loans receivable, net........    $112,482               $105,910               $89,762                 $77,093
                                        ========               ========               =======                 =======



                                              December 31,
                                     --------------------------

                                                1996
                                     --------------------------

                                          Amount       Percent
                                     --------------------------

                                         (Dollars in Thousands)
Real Estate Loans:
-----------------
 One- to four-family................      $43,669         63.41%
 Multi-family.......................        3,259          4.73
 Non-residential....................        8,806         12.79
 Construction.......................        4,406          6.40
 Land...............................          217          0.32
                                          -------       -------
     Total real estate loans........       60,357         87.65
                                          -------       -------

Other Loans:
-----------
 Consumer Loans:
  Deposit account...................          185          0.27
  Credit Card.......................          430          0.63
  Home improvement..................           15          0.01
  Line of credit....................        2,968          4.31
  Other ............................        1,391          2.02
                                          -------       -------
     Total consumer loans...........        4,989          7.24
                                          -------       -------
 Commercial business loans..........        3,519          5.11
                                          -------       -------
     Total loans receivable.........       68,865        100.00%
                                          -------       =======

Less:
----
 Loans in process...................          910
 Net deferred yield adjustments.....          234
 Allowance for losses...............          355
                                          -------
 Total loans receivable, net........      $67,366
                                          =======`

4

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The  following  table shows the composition of our
loan portfolios by fixed- and adjustable-rate at the dates indicated.

`December 31,
                                        ------------------------------------------------------------------------------------------------------------------------------

                                                2000                      1999                       1998                      1997                     1996
                                        ------------------------------------------------------------------------------------------------------------------------------

                                         Amount    Percent        Amount      Percent         Amount      Percent         Amount   Percent         Amount     Percent
                                        ------------------------------------------------------------------------------------------------------------------------------

                                                                                                 (Dollars in Thousands)
Fixed-Rate Loans:
----------------
 Real estate:
  One- to four-family...............    $52,798     46.38%        $50,067     46.35%          $39,243     43.16%         $38,967    48.90%         $33,248      48.28%
  Multi-family......................        579      0.51             618      0.57               688      0.76            1,847     2.32            1,999       2.90
  Non-residential...................      7,552      6.63           5,160      4.78             2,685      2.95            3,364     4.22            2,917       4.24
  Construction......................      4,693      4.12           3,799      3.52             1,242      1.37            2,893     3.63              ---        ---
  Land..............................        339      0.30             286      0.27               338      0.37              211     0.27              ---        ---
                                       --------    ------        --------    ------          --------   -------         --------   ------         --------     ------
     Total real estate loans........     65,961     57.94          59,930     55.49            44,196     48.60           47,282    59.34           38,164      55.42
                                       --------     -----        --------     -----            ------     -----           ------    -----          -------     ------
 Consumer...........................      1,751      1.54           1,645      1.52             1,840      2.02            1,845     2.31            1,588       2.31
 Commercial business................      4,046      3.55           3,227      2.99             5,026      5.53            3,828     4.80            3,252       4.72
                                       --------    ------        --------    ------           -------    ------         --------   ------          -------     ------
     Total fixed-rate loans.........     71,758     63.03          64,802     60.00            51,062     56.15           52,955    66.45           43,004      62.45
                                       --------     -----        --------     -----            ------     -----          -------   ------          -------     ------

Adjustable-Rate Loans:
---------------------
 Real estate:
  One- to four-family...............     31,551     27.71          32,143     29.76            24,126     26.53           12,600    15.81           10,421      15.13
  Multi-family......................      1,610      1.41           1,526      1.41             1,758      1.93            2,163     2.71            1,260       1.83
  Non-residential...................      2,604      2.29           3,615      3.34             7,685      8.45            5,012     6.29            5,889       8.55
  Construction......................        161      0.14             480      0.44             1,280      1.41            1,557     1.96            4,406       6.40
  Land .............................        702      0.62             346      0.32               889      0.98            1,053     1.32              217       0.32
                                       --------  --------        --------    ------           -------    ------          -------   ------         --------     ------
     Total real estate loans........     36,628     32.17          38,110     35.27            35,738     39.30           22,385    28.09           22,193      32.23
                                       --------   -------        --------     -----            ------     -----           ------   ------          -------     ------
 Consumer...........................      4,130      3.63           3,336      3.09             3,552      3.91            3,259     4.09            3,401       4.93
 Commercial business................      1,331      1.17           1,772      1.64               581      0.64            1,088     1.37              267       0.39
                                       --------  --------        --------    ------          --------    ------          -------   ------         --------     ------
     Total adjustable-rate loans....     42,089     36.97          43,218     40.00            39,871     43.85           26,732    33.55           25,861      37.55
                                       --------   -------        --------     -----            ------     -----           ------   ------          -------     ------

     Total loans receivable.........    113,847    100.00%        108,020    100.00%           90,933    100.00%          79,687   100.00%          68,865     100.00 %
                                       --------    ======         -------    ======            ------    ======           ------   ======           ------     =======

Less:
----
 Loans in process...................        677                     1,523                         569                      1,975                       910
 Net deferred yield adjustment......        (13)                       (4)                         95                        209                       234
 Allowance for loan losses..........        701                       591                         507                        410                       355
                                      ---------                  --------                    --------                   --------                  --------
    Total loans receivable, net.....   $112,482                  $105,910                     $89,762                    $77,093                   $67,366
                                       ========                  ========                     =======                    =======                   =======`

5

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The following table  illustrates  the interest rate  sensitivity of the
loan  portfolio  at  December  31,  2000.  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. This is shown without regard to
interest  rate  adjustments.  The table does not reflect the effects of possible
prepayments or enforcement of due-on-sale clauses.

`Real Estate
                           ----------------------------------------------------------------------------------------------------------------------------------------------

                                                    Multi-family and                                                                           Commercial
                            One- to Four-Family     Non-residential         Construction              Land                Consumer              Business         Total
                           ----------------------------------------------------------------------------------------------------------------------------------------------

                                   Weighted           Weighted             Weighted            Weighted               Weighted              Weighted             Weighted
                                    Average            Average             Average              Average                Average               Average              Average
                           Amount    Rate      Amount    Rate     Amount     Rate      Amount    Rate         Amount    Rate       Amount     Rate       Amount    Rate
                        -------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                           (Dollars in Thousands)
Due During the Period
Ending December 31,
---------------------
2001 .............      $  1,762    7.$4%          --     --%     $  2,806   8.09%     $    410    9.77%      $  4,841   10.75%   $  1,050   10.09%     $ 10,869  9.43%
2002 to 2003 .....         2,559    7.66%       1,301   8.88%          870  10.25%          561   10.02%           433    7.93       2,412    9.92%        8,136  8.97%
2004 and  2005 ...         5,059    7.54%       3,708   8.37%          920   8.90%           --   --               406    8.42         339   10.43%       10,432  8.07%
2006 to 2010 .....        13,605    7.30%       1,839   8.27%          258   8.37%           37    8.50%            33    7.86       1,576    7.34%       17,348  7.42%
2011 to 2020 .....        24,718    7.50%       2,905   8.25%           --     --            33    8.50%           168    9.00          --      --        27,824  7.59%
2021 and following        36,646    7.35%       2,592   8.02%           --     --            --      --             --      --          --      --        39,238  7.39%
                        --------   -----     --------   ----      --------  -----      --------   -----       --------   -----    --------   -----      --------   ----
   Total .........      $ 84,349    7.41%    $ 12,345   8.30%     $  4,854   8.55%     $  1,041    9.82%      $  5,881   10.32%   $  5,377    9.22      $113,847  7.82%
                        ========             ========             ========             ========               ========            ========              ========`

6

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Under federal law, the aggregate  amount of loans that we are 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  marketable" value
or 30% for certain  residential  development  loans).  At December 31, 2000, our
regulatory  loan-to-one  borrower limit was approximately  $1.3 million.  On the
same date,  we had no  borrowers  with  outstanding  balances  in excess of this
amount.  As of December 31, 2000, the largest dollar amount of  indebtedness  to
one borrower or group of related borrowers was a $1.1 million motel loan located
in Lansing, Illinois. Such loans are performing in accordance with their terms.

All of our lending is subject to its written underwriting standards and
to loan origination  procedures.  Decisions on loan applications are made on the
basis of detailed  applications and property valuations by qualified independent
appraisers.  Loans  greater  than  $500,000  must be  approved  by the  Board of
Directors after review and preliminary approval by the Loan Committee.  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,  we require title insurance on our 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.  We also require  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 our lending program is the origination of
long-term permanent loans secured by mortgages on owner-occupied one- to
four-family residences. At December 31, 2000, $84.3 million, or 74.09% of our
loan portfolio consisted of permanent loans on one- to four-family residences.
At that date, the average outstanding residential loan balance was $77,400 and
the largest outstanding residential loan had a principal balance of $792,000.
Virtually all of the residential loans originated by us are secured by
properties located in our market area. However, we have purchased a number of
one-to-four family residential loans secured by properties located elsewhere in
the United States. See "- Originations, Sales and Purchases of
Loans."

We originate 30-year fixed rate loans secured by one- to
four-family residential real estate as a result of continued consumer demand. We
monitored the fixed rate loans to ensure compliance with our asset/liability
management policy. At December 31, 2000, we had $22.3 million of fixed-rate
residential loans with less than 10 years to maturity, $16.5 million of
fixed-rate residential loans with maturities between 10 and 20 years and $14.0
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 our Annual Report to
Stockholders for the year ended December 31, 2000 attached hereto as Exhibit 13
(the "Annual Report").

In addition,  we originate  and acquire  adjustable  rate  mortgage and
balloon loans to reduce our exposure to changes in interest rates. We retain and
service all  adjustable  rate  mortgages and balloon loans  originated by us. We
make  adjustable  rate mortgage loans at rates,  terms and points  determined in
accordance with market and competitive  factors. Our current one- to four-family
residential   adjustable  rate  mortgages  are  fully   amortizing   loans  with
contractual  maturities of up to 30 years.  The interest rates on the adjustable
rate  mortgages  originated  by  us  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 our
adjustable rate mortgages are generally limited to 5%

7

---

above  or below the initial  interest rate over the life
of the loan. We also  originate  balloon  payment loans normally due seven years
from date of  origination  and  amortized  over 30 years.  Our  adjustable  rate
mortgages are not convertible into fixed-rate  loans, do not contain  prepayment
penalties and do not produce  negative  amortization.  Adjustable  rate mortgage
loans may be assumed  provided home buyers meet our  underwriting  standards and
the applicable fees are paid. At December 31, 2000, the total balance of one- to
four-family adjustable rate mortgages was $31.6 million.

We   evaluate  both  the  borrower's   ability  to  make
principal,  interest and escrow payments and the value of the property that will
secure the loan.  We originate  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,  we will generally require private mortgage insurance in an
amount  intended to reduce our exposure to 80% or less of the appraised value of
the underlying property.

As  of December 31, 2000, we had 12 one- to  four-family
residential  mortgage  loans  having an  aggregate  balance of $5.0 million with
current  balances  in excess of the 2000  Freddie  Mac  maximum,  $275,000.  Our
delinquency  experience  on our loans in excess of this maximum has been similar
to our experience on our other residential loans.

Our  residential  mortgage loans  customarily  include
due-on-sale  clauses giving us 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.
During 2000 and 1999, we purchased $2.0 million and $11.8 million  respectively,
of adjustable rate one- to four-family first mortgage loans.

Multi-Family and Non-Residential  Real Estate Lending.
We both originate and, to a lesser extent purchase,  permanent  multi-family and
non-residential  real estate loans in our primary market area. We have increased
these  portfolios  in  recent  years  in  accordance  with  our  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,  2000,  we had $12.3  million  in multi-  family  and
non-residential  real  estate  loans,  representing  10.84%  of the  gross  loan
portfolio.

The multi-family loan portfolio includes loans secured
by five or more unit  residential  buildings  located  primarily  in our primary
market area. Our 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.

We  originate   and  purchase   both   adjustable-and
fixed-rate  multi-family  and  non-residential  real estate loans.  Rates on our
adjustable-rate  multi-family  and  non-residential  real estate loans generally
adjust  in  a  manner  consistent  with  our  one-  to  four-family  residential
adjustable rate mortgages.  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 and normally have terms up to 25 years.

Appraisals on  properties  securing  multi-family  and
non-residential  real estate loans originated by us are performed by a qualified
independent  appraiser  at  the  time  the  loan  is  made.  In  addition,   our
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 multi-family and non-residential real estate loans.

8

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Substantially all of the multi-family  residential and
non-residential  real estate loans  originated  by us are secured by  properties
located within 50 miles of one or more of our offices.

The table below sets forth by type of security property
the estimated  number,  loan amount and outstanding  balance of our multi-family
and non-residential real estate loans at December 31, 2000.

`Outstanding
                                        Number of            Original               Principal
                                          Loans             Loan Amount              Balance
                                     ----------------------------------------------------------
                                                         (Dollars in Thousands)

Multi-family......................          8                $  3,089                $  2,189
Office............................          5                   1,175                   1,121
Retail............................          6                   1,101                   1,011
Commercial building...............         10                   2,508                   2,370
Auto service/repair...............          1                     244                     215
Restaurants.......................          4                     873                     468
Hotel.............................          6                   3,399                   3,257
Nursing home......................          2                     650                     609
Other.............................          9                   1,241                   1,104
                                          ---               ---------               ---------

   Total..........................         51                 $14,280                 $12,344
                                          ===                 =======                 =======`

At December 31,  2000,  the largest  multi-family  and
largest  non-residential  real estate loans  totaled  $492,000 and $1.1 million,
respectively.  As of December 31, 2000, 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,  2000,  we did not have any
multi-family loans which were 90 days or more delinquent.

Construction  Lending.  We make  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, 2000, we had three  construction  loans with
outstanding  aggregate balances of $1.4 million (including an additional $74,000
in  undisbursed  loan  proceeds)  secured  by one- to four-  family  residential
property to borrowers  intending to live on the  properties  upon  completion of
construction.  Subject  to future  market  conditions,  we  intend  to  continue
construction   lending   activities   to   persons   intending   to   be   owner
occupants.

9

---

We also make 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 pre-sold,  which may carry a higher risk, the loan-to
value  ratio is  generally  limited to 75%.  Whether  we are  willing to provide
permanent  takeout  financing  to  the  purchaser  of  the  home  is  determined
independently of the construction loan by a separate  underwriting  process.  At
December 31, 2000, we had four  construction  loans with  outstanding  aggregate
balances of $1.3 million  (including an additional  $143,000 in undisbursed loan
proceeds)  secured  by  one-  to  four-family   residential  property  built  on
speculation.

We  also occasionally provide construction  financing on
multi-family  and commercial real estate.  However,  there were no loans of this
type  outstanding  as  of  December  31,  2000.  Additionally,  we  occasionally
participate  with other lenders in loans to  developers  and builders to finance
multi-family housing and commercial property construction. At December 31, 2000,
we were involved in three  participation  construction loans with an outstanding
aggregate  balance  of  $2.2  million  (including  an  additional   $455,000  in
undisbursed loan proceeds).

Construction lending generally affords us 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.  Our  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,  we 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,  we may be required to modify the terms of the
loan.

We  had one non-performing construction loan outstanding
as of December 31,  2000,  amounting  to  $556,000.  This loan was  originally a
$500,000  non-residential  construction  loan  participation in a strip shopping
center in Goshen, Indiana. We have a 35% participation interest in the loan. The
increased balance at December 31, 2000 is primarily  attributable to capitalized
legal  fees.  The  construction  on the  property is  completed  and tenants are
currently  being sought.  The loan balance became  delinquent  during the second
quarter of 1999 and is in foreclosure with a receiver appointed. On February 23,
2001 the Bank entered into an agreement where,  for  consideration in the amount
of $530,000, the Bank will assign,  transfer and set over to the lead lender all
of its right, title and interest in the loan participation.

Land  Lending. Land loans, which include vacant land and
developed  lots, are made to various  builders and developers  with whom we have
had long-standing relationships. All of such loans are secured by land zoned for
residential  developments  and  located  within our market  area.  Disbursements
related to acquisition  and  development  land loans are typically  based on the
construction cost estimate of

10

---

an independent architect or
engineer who inspects the project in connection  with  significant  disbursement
requests. At December 31, 2000, we had $1.0 million in loans secured by land, or
0.91% of our entire gross loan portfolio.

Land  lending  generally  affords us 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,  2000,  we  have  not  experienced
significant  losses in connection with our land lending.  See "Delinquencies and
Non-Performing Assets."

Consumer Lending. We believe that offering consumer loan
products  helps to expand the customer  base and to create  stronger ties to the
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.  We
currently originate  substantially all of our consumer loans in our market area.
At December 31, 2000,  the consumer  loans  totaled $5.9 million or 5.17% of the
gross loan portfolio.

We offer a variety of secured  consumer  loans,  including  home equity
lines of credit,  home improvement  loans, loans secured by savings deposits and
automobile loans. Although we primarily originate consumer loans secured by real
estate,  deposits or other  collateral,  we also,  on occasion,  make  unsecured
personal loans.

Our home equity lines of credit are generally  limited to $100,000.  We
use the same  underwriting  standards  for home equity lines of credit as we use
for one- to four-family  residential mortgage loans. 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, 2000,  we had $4.1 million of home equity lines
of credit and an additional  $2.4 million of  additional  funds  committed,  but
undrawn, under such lines.

We also  offer a Visa  credit  card  program.  At  December  31,  2000,
approximately  445 credit cards had been issued,  with an aggregate  outstanding
loan balance of $437,000 and unused credit  available of $920,000.  We presently
charge no annual  membership  fee and a fixed  annual  rate of interest on these
credit cards.

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 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.

11

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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, 2000,  $116,000,  or  approximately
1.97% 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.  We maintain a portfolio  of  commercial
business  loans to increase the yield and interest rate  sensitivity of our loan
portfolio and to satisfy the demand for financial services in our primary market
area. Unlike  residential  mortgage loans, which generally are made on the basis
of the  borrower's  ability  to make  repayment,  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, we have originated and purchased commercial business
loans  to  businesses  such as  small  retail  operations,  small  manufacturing
concerns and professional  firms.  Purchased loans have been located  throughout
the United States. Our 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 our  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.

Since 1995,  we have  purchased  seasoned  commercial  leases  covering
various types of office/commercial  equipment from another financial institution
with  expertise in  originating  and acquiring  such leases.  As of December 31,
2000,  the  outstanding  balance on these leases was $984,000.  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  selling  institution  continues  to  service  the leases for us and
provides limited recourse in the event of a default by the lessor.  We 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 our  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 our 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, 2000, all of such
leases were performing in accordance with their terms.

12

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Originations, Purchases
and Sales of Loans

We originate real estate and other loans through marketing efforts, our
customer  base,  walk-in  customers and referrals  from real estate  brokers and
builders. In addition, we occasionally utilize the services of mortgage brokers.

We purchase loans from third parties to supplement loan production.  In
particular, we may purchase loans of a type which are not available or available
with as  favorable  terms in our own  market  area.  We  generally  use the same
underwriting  standards in  evaluating  loan  purchases as we do in  originating
loans.  We will continue to evaluate loan purchase  opportunities  as they arise
and make purchases in the future depending on market conditions. At December 31,
2000,  approximately  $38.9 million of the loan portfolio was serviced by others
and we did not service any loans for others.

Our ability to originate  large dollar volumes of real estate loans may
be substantially reduced or restricted in periods of rising interest rates, with
a resultant decrease in related fee income and operating earnings.  In addition,
our ability to sell loans may substantially  decrease if potential buyers reduce
their purchasing activities.

13

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The following table shows our loan origination,
purchase, sale and repayment activities for the periods indicated.

`Year Ended December 31,
                                                      -----------------------------------------

                                                            2000         1999          1998
                                                      -----------------------------------------


Originations by type:
--------------------
 Adjustable rate:
  Real estate - one- to four-family..................       $ 2,486     $  2,463      $  1,979
                - multi-family.......................           128          ---           ---
                - non-residential....................           ---          410         1,884
                - construction.......................           ---          ---           ---
                - land...............................           928          ---           370
  Non-real estate - consumer.........................         4,615        4,013         4,261
                     - commercial business...........           842        2,814         1,608
                                                          ---------     --------       -------
         Total adjustable-rate.......................         8,999        9,700        10,102
                                                           --------     --------        ------
 Fixed rate:
  Real estate - one- to four-family..................         7,439        9,866        10,243
                - multi-family.......................           ---          344           ---
                - non-residential....................         1,885        2,748         1,050
                - construction.......................           351        1,110           664
                - land...............................           132          ---           176
  Non-real estate - consumer.........................         2,450        1,540         1,568
                     - commercial business...........           654          ---         2,118
                                                           --------  -----------       -------
         Total fixed-rate............................        12,911       15,608        15,819
                                                             ------      -------        ------
         Total loans originated......................        21,910       25,308        25,921
                                                             ------      -------        ------

Purchases:
---------
  Real estate - one- to four-family..................        3,078       20,408(1)    11,539(1)
                - multi-family.......................           ---          ---           459
                - non-residential....................           150          510           ---
                - construction.......................         1,557        2,910         1,306
  Non-real estate - consumer.........................           ---          ---           483
                     - commercial business...........         1,981          284           700
                                                            -------    ---------      --------
         Total loans purchased.......................         6,766       24,112        14,487
                                                            -------      -------        ------
         Total additions.............................        28,676       49,420        40,408
                                                             ------      -------        ------

         Total loans sold............................           ---          ---           ---
  Principal repayments...............................        22,831       32,297        27,756
                                                             ------      -------        ------
         Net before other items......................         5,845       17,123        12,652
                                                            -------
Increase (decrease) in other items, net..............           727         (975)           17
                                                           --------    ----------   ----------
         Net increase................................       $ 6,572      $16,148       $12,669
                                                            =======      =======       =======

-----------
(1)  Consisted  primarily of conforming  adjustable rate  mortgage's  secured by
     one-to-four family properties located out of our market area.`

Delinquencies  and
Non-Performing Assets

Delinquency  Procedures.  When a  borrower  fails  to  make a  required
payment on a loan, we attempt 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 along with any required demand

14

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letters as set forth in the
loan contract are 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
normally  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.  We may agree to accept a
deed in lieu of foreclosure.  If it becomes necessary to foreclose, the property
is sold at public sale and we 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. Our procedure for repossession and
sale of consumer  collateral are subject to various  requirements  under Indiana
consumer protection laws.

When we acquire  real estate as a result of  foreclosure  or by deed in
lieu of  foreclosure  it is classified  real estate owned until it is sold.  The
real  estate 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.

Loan  Delinquencies.  The following table sets forth loan delinquencies
by type, by amount and by percentage nantin@kelleydrye.com of type at December 31, 2000.

`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)
Real Estate:
  One- to four-family......          9      $545         0.65%        6       $465        0.55%        15     $1,010         1.20%
  Multi-family.............      - - -     - - -        - - -     - - -      - - -       - - -      - - -      - - -        - - -
  Non-residential..........      - - -     - - -        - - -     - - -      - - -       - - -      - - -      - - -        - - -
  Construction.............      - - -     - - -        - - -         1        556       11.45%         1        556        11.45%
  Land.....................      - - -     - - -        - - -     - - -      - - -       - - -      - - -      - - -        - - -
Consumer...................          4        49         0.83%        7         67        1.14%        11        116         1.97%
Commercial business........          2       113         2.10%    - - -      - - -       - - -          2        113         2.10%
                                   ---       ---         ----     -----      -----       -----      -----     ------       ------

     Total.................         15      $707         0.62%       14     $1,088        0.96%        29     $1,795         1.58%
                                    ==      ====         ====        ==     ======       =====      =====     ======       ======`

15

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Classified Assets.  Federal  regulations provide for the classification
of loans and other assets, such as debt and equity securities  considered by the
Office  of  Thrift  Supervision  (the  "OTS")  to  be  of  lesser  quality,   as
"substandard,"  "doubtful" or "loss." An asset is considered "substandard" if it
is  inadequately  protected by the current net worth and paying  capacity of the
obligor or of the collateral pledged, if any. "Substandard" assets include those
characterized by the "distinct  possibility"  that the insured  institution will
sustain "some loss" if the deficiencies are not corrected.  Assets classified as
"doubtful"   have  all  of  the   weaknesses   inherent   in  those   classified
"substandard,"  with the added  characteristic  that the weaknesses present make
"collection or liquidation in full," on the basis of currently  existing  facts,
conditions,  and values, "highly questionable and improbable." Assets classified
as "loss" are those  considered  "uncollectible"  and of such little  value that
their continuance as assets without the establishment of a specific loss reserve
is not warranted.  Assets which do not currently expose the insured  institution
to  sufficient  risk  to  warrant  classification  in one of the  aforementioned
categories but possess weaknesses are placed on a "watch list" by management.

When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful, it may establish general allowances in an amount deemed
prudent by management to cover probable  losses.  General  allowances  represent
loss allowances which have been established to cover probable losses  associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem  assets as  "loss,"  it is  required  either  to  establish  a  specific
allowance for losses equal to 100% of that portion of the asset so classified or
to  charge-off  such  amount.   An   institution's   determination   as  to  the
classification  of its  assets  and the amount of its  valuation  allowances  is
subject to review by the regulatory authorities, who may order the establishment
of additional general or specific loss allowances.

In connection with the filing of our periodic  reports with the OTS and
in accordance with our  classification of assets policy, we regularly review the
problem  loans  in  our  portfolio  to  determine   whether  any  loans  require
classification in accordance with applicable  regulations.  On the basis of this
review of our assets,  at December 31, 2000,  we had  classified a total of $1.1
million of our loans and other assets of concern, as follows:

`One- to Four-
                              Family         Construction       Consumer         Total
                          ------------------------------------------------------------
                                                    (In Thousands)

Substandard...............      $465            $406                $67           $938
Doubtful..................     - - -           - - -              - - -          - - -
Loss......................                       150(1)           - - -            150
                               -----           -----              -----          -----
                                $465            $556                $67         $1,088
                                ====            ====              ====          ======


(1)  The Bank has  established  a  specific  reserve  for  this  portion  of the
     construction  loan.  The balance of the loan is classified as  substandard.
     See "-- Construction Lending."`

Our 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 the FDIC.

16

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Non-Performing  Assets.  The following table sets forth the amounts and
categories of non- performing  assets in our 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, we have 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."

`December 31,
                                                  ----------------------------------------------------------------

                                                     2000         1999          1998          1997         1996
                                                  ----------------------------------------------------------------
                                                                      (Dollars in Thousands)

Non-accruing loans:
  One- to four-family...........................     $465         $282          $314          $263         $269
  Multi-family..................................      ---          ---           ---           ---          ---
  Non-residential...............................      ---          ---           ---           ---          ---
  Construction..................................      406          479           ---           ---          ---
  Consumer......................................       67           11           161            45           36
  Commercial business...........................      ---          157           ---           ---          ---
                                                   ------          ---        ------       -------       ------
     Total......................................      938          929           475           308          305
                                                     ----          ---          ----         -----        -----

Accruing loans delinquent more than 90 days:
  Consumer......................................      ---          ---             8           ---          ---
                                                   ------       ------        ------       -------       ------
   Total........................................      ---          ---             8           ---          ---
                                                   ------       ------        ------        ------       ------

Foreclosed assets:
  One- to four-family...........................      ---          ---            23            27          ---
  Multi-family..................................      ---          ---           ---           ---          ---
  Non-residential...............................      ---          ---           ---           ---          ---
  Construction..................................      ---          ---           ---           ---          ---
  Consumer......................................      ---          ---           ---           ---          ---
  Commercial business...........................      ---          ---           ---           ---          ---
                                                   ------       ------        ------       -------       ------
     Total......................................      ---          ---            23            27           --
                                                   ------       ------         -----        ------       ------

Total non-performing assets.....................     $938         $929          $506          $335         $305
                                                     ====         ====          ====          ====         ====
Total as a percentage of total assets...........     0.69%        0.73%         0.43%         0.34%        0.35%
                                                     ====        =====          =====        =====         ====`

For the year ended December 31, 2000, gross interest income which would
have been recorded had the non- accruing  loans been current in accordance  with
their original terms amounted to $68,000.

At December  31, 2000,  there were no other loans,  not on the table or
discussed above,  where known  information about the possible credit problems of
borrowers caused us to have serious doubts as to the ability of the borrowers to
comply with present loan  repayment  terms and which may result in disclosure of
such loans in the future.

17

---

Allowance for Loan Losses. The allowance for loan losses is established
through a provision  for loan losses  based on our  evaluation  of the  probable
losses in our loan  portfolio  and  changes in the nature and volume of our loan
activity.  Such evaluation,  which includes a review of all loans for which full
collectibility may not be reasonably assured, considers among other matters, the
estimated  fair  value  of  the  underlying  collateral,   economic  conditions,
historical  loan loss  experience and other factors that warrant  recognition in
providing  for an adequate loan  allowance.  Although we believe we use the best
information  available to make such  determinations,  future  adjustments to the
allowance may be necessary,  and net income could be  significantly  affected if
circumstances  differ  substantially  from the  assumptions  used in making  the
initial  determinations.  At December  31, 2000,  we had an  allowance  for loan
losses of $701,000.

The  following  table sets forth an analysis of the  allowance for loan
losses.

`Year Ended December 31
                                             -----------------------------------------------------------------
                                                  2000         1999          1998          1997         1996
                                             -----------------------------------------------------------------
                                                                   (Dollars in Thousands)

Balance at beginning of period...........         $591          $507         $410          $355         $360

Charge-offs:
  One- to four-family....................          ---           ---          ---           ---          ---
  Multi-family...........................          ---           ---          ---           ---          ---
  Non-residential........................          ---           ---          ---           ---          ---
  Construction...........................          ---           ---          ---           ---          ---
  Consumer...............................           18            40            5            33            5
  Commercial business....................          ---           ---          ---           ---          ---
                                                ------        ------      -------       -------        -----
         Total charge-offs...............           18            40            5            33            5
                                                 -----         -----      -------        ------        -----

Recoveries:
  One- to four-family....................          ---           ---          ---           ---          ---
  Multi-family...........................          ---           ---          ---           ---          ---
  Non-residential........................          ---           ---          ---           ---          ---
  Construction...........................          ---           ---          ---           ---          ---
  Consumer...............................            4             5          ---            14          ---
  Commercial business....................          ---           ---          ---           ---          ---
                                                ------        ------      -------        ------        -----
        Total recoveries.................            4             5          ---            14          ---
                                                ------        ------      -------         -----        -----

Net charge-offs..........................          (14)          (35)          (5)          (19)          (5)
Additions charged to operations..........          124           119          102            74          ---
                                                 -----         -----       ------       -------     --------
Balance at end of period.................         $701          $591         $507          $410         $355
                                                  ====          ====         ====          ====         ====

Ratio of net charge-offs during the
 period to average loans outstanding
during the period........................         0.01%        0.04%         0.01%         0.03%         0.01%
                                                  ----         ====          ====         ====          ====

Ratio of net charge-offs during the               1.37%        4.62%        1.70%          4.15%         1.48%
                                                  ----         ====         ====           ====          ====
period to average non-performing

assets...................................`

18

---

The  distribution  of the  allowance  for  losses on loans at the dates
indicated is summarized as follows:

`December 31,
                        -----------------------------------------------------------------------------------------------------------------------------
                                     2000                           1999                            1998                           1997
                        ------------------------------ ------------------------------- ------------------------------- ------------------------------

                                              Percent                         Percent                        Percent                         Percent
                                              of Loans                       of Loans                       of Loans                        of Loans
                                      Loan    in Each                 Loan    in Each                Loan    in Each                Loan     in Each
                         Amount of  Amounts   Category  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   Loan Loss     by     to Total
                         Allowance  Category   Loans    Allowance   Category   Loans    Allowance  Category   Loans    Allowance  Category    Loans
                        -----------------------------------------------------------------------------------------------------------------------------

                                                                                           (Dollars In Thousands)

One- to four-family      $  154    $ 84,349    74.09%   $  125    $ 82,210    76.11%    $  110    $ 63,369    69.69%  $   97    $ 51,567      64.71%
Multi-family                  7       2,189     1.92         7       2,144     1.98         12       2,446     2.69       12       4,010       5.03
Non-residential              29      10,156     8.92        26       8,775     8.12         26      10,370    11.40       25       8,376      10.51
Construction and land       236       5,895     5.18       136       4,911     4.55         19       3,749     4.12       28       5,714       7.18
Consumer                     61       5,881     5.17        46       4,981     4.61         71       5,392     5.93       45       5,104       6.40
Commercial business          47       5,377     4.72        74       4,999     4.63         56       5,607     6.17       49       4,916       6.17
Unallocated                 167          --       --       177          --       --        212          --       --      154          --         --
                                                                                                              -----    -----    --------     ------
     Total               $  701    $113,847   100.00%   $  591    $108,020   100.00%    $  506    $ 90,933   100.00%  $  410    $ 79,687     100.00%
                         ======    ========   ======    ======    ========   ======    =======    ========   ======   ======    ========     ======`

`December 31,
                       ------------------------------
                                   1996
                       ------------------------------

                                             Percent
                                            of Loans
                                     Loan    in Each
                        Amount of   Amounts Category
                        Loan Loss     by    to Total
                        Allowance  Category   Loans
                       ------------------------------

                            (Dollars In Thousands)

One- to four-family       $  89    $ 43,669    63.41%
Multi-family                 10       3,259     4.73
Non-residential              26       8,806    12.79
Construction and land        23       4,623     6.72
Consumer                     45       4,989     7.24
Commercial business          35       3,519     5.11
Unallocated                 127          --      --
                          -----    --------   ------
     Total                $ 355    $ 68,865   100.00%
                          =====    ========   ======`

19

---

Investment
Activities

Liquidity  may increase or decrease  depending  upon the
availability of funds and  comparative  yields on investments in relation to the
return on loans. Historically,  we have maintained liquid assets at levels above
5%  and  at  levels  believed  adequate  to  meet  the  requirements  of  normal
operations,   including  repayments  of  maturing  debt  and  potential  deposit
outflows.  Cash flow  projections  are regularly  reviewed and updated to assure
that adequate liquidity is maintained. At December 31, 2000, our liquidity ratio
(liquid assets as a percentage of net withdrawable  savings deposits and current
borrowings) was 10.89%.  See "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations - Liquidity  and Capital  Resources" in the
Annual Report.

Federally   chartered  savings   institutions  have  the
authority to invest in various types of liquid assets,  including  United States
Treasury   obligations,   securities  of  various  federal   agencies,   certain
certificates  of deposit  of insured  banks and  savings  institutions,  certain
bankers'  acceptances,  repurchase  agreements  and  federal  funds.  Subject to
various  restrictions,  federally chartered savings institutions may also invest
their assets in commercial paper, investment grade corporate debt securities and
mutual funds whose assets conform to the investments that a federally  chartered
savings institution is otherwise authorized to make directly.

Our  general investment policy authorizes us to purchase
investment grade municipal  securities and, depending on market  conditions,  we
may purchase such  securities  from time to time.  We also invest,  to a limited
degree, in equity securities of other financial companies. At December 31, 2000,
we did not own any  securities  of a single  issuer  which  exceeded  10% of our
retained earnings, other than U.S. government or federal agency obligations. See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources" in the Annual Report.

Investment  Securities.  At  December  31,  2000,
investment  securities totaled $6.5 million, or 4.78% of total assets.  Included
in  this  amount  is  $1.6  million   investment   in  Federal  Home  Loan  Bank
("FHLB")stock,  which  satisfies our  requirement  for membership in the FHLB of
Indianapolis.  It is our general policy to purchase investment  securities which
are U.S.  Government  securities or federal  agency  obligations or other issues
that are rated  investment  grade or have credit  enhancements.  At December 31,
2000, the average term to maturity or repricing of the investment  portfolio was
2.9 years.

20

---

The following table sets forth the composition of our
investment securities at the dates indicated.

`December 31,
                                                    --------------------------------------------------------------------
                                                             2000                   1999                   1998
                                                    --------------------------------------------------------------------
                                                       Book        % of       Book       % of        Book       % of
                                                       Value       Total      Value      Total       Value      Total
                                                    --------------------------------------------------------------------
                                                                           (Dollars in Thousands)

Investment securities held to maturity:
  FHLB stock                                      $1,624        25.03%      $1,383        16.00%     $1,334     13.52%
                                                  ------       ------       ------       ------      ------     ------

Investment securities available for sale:
  U.S. government securities                       3,680        56.72        5,124        59.28       5,901     59.82
  Municipal obligations                              101         1.56           94         1.09         102      1.03
  Government securities mutual fund                  147         2.26          134         1.55         134      1.36
                                                  ------       ------       ------       ------      ------    ------
                                                   3,928        60.54        5,352        61.92       6,137     62.21
                                                  ------       ------       ------       ------      ------    ------

Trading Securities:
  Thrift common stock mutual fund                     --           --          965        11.16         964      9.77
  General equity mutual fund                          --           --           --           --          57      0.58
  Common stock of other financial institutions       855        13.18          857         9.91       1,277     12.94
  Corporate debt securities                           81         1.25           87         1.01          96      0.98
                                                               ------       ------       ------      ------    ------
                                                     936        14.43        1,909        22.08       2,394     24.27
                                                  ------       ------       ------       ------      ------    ------
     Total investment securities                  $6,488       100.00%      $8,644       100.00%     $9,865    100.00%
                                                  ======       ======       ======       ======      ======    ======

Average remaining life of debt investment
 securities                                            2.9 years                 3.2 years               3.9 years

Other interest-earning assets:
  Interest-bearing deposits with banks             1,085       100.00%       1,278       100.00%     $5,887    100.00%
  Money market mutual fund                            --           --           --           --          --        --
                                                                            ------       ------      ------    ------
     Total                                        $1,085       100.00%      $1,278       100.00%     $5,887    100.00%
                                                  ======       ======       ======       ======      ======    ======`

The composition and maturities of the investment securities portfolio,
excluding FHLB stock and equity securities as of December 31, 2000, are
indicated in the following table.

`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)

U.S. government securities                      $  502        $3,178      $   --        $   --          $3,680        $3,680
Municipal obligation                                --            --         101            --             101           101
Corporate debt securities                           --            --          --            81              81            81
                                                ------        ------      ------        ------          ------        ------

Total investment securities (excluding FHLB
stock and equity securities)                    $  502        $3,178      $  101        $   81          $3,862        $3,862
                                                ======        ======      ======        ======          ======        ======

Weighted average yield                            5.87%         6.08%       4.75%         8.95%           6.09%           --`

21

---

Mortgage-Backed     Securities.    We    purchase
mortgage-backed  securities  from time to time to  supplement  residential  loan
production.  The type of securities  purchased is based upon our 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. Our mortgage-backed securities are held in the
available  for sale  portfolio  in order to retain  investment  flexibility  and
accordingly are included in our financial statements at fair value.

All  of our  mortgage-backed  securities at December 31,
2000, are backed by federal agencies or government corporations. Accordingly, we
believe that the  mortgage-backed  securities are generally  resistant to credit
problems.

The  following  table sets forth the  composition of our
mortgage-backed securities at the dates indicated.

`December 31,
                                                  -------------------------------------------------------------------
                                                           2000                   1999                  1998
                                                  -------------------------------------------------------------------

                                                     Book       % of        Book       % of       Book        % of
                                                     Value      Total       Value      Total      Value      Total
                                                  -------------------------------------------------------------------
                                                                        (Dollars in Thousands)
Mortgage-backed securities available for sale:
  GNMA                                              $  984      28.74      $  374      20.02     $  489       18.46%
  FNMA                                                  35       1.02          41       2.20         53        2.00
  FHLMC                                              2,405      70.24       1,453      77.78      2,107       79.54
                                                    ------     ------      ------     ------     ------      ------

     Total mortgage-backed                          $3,424     100.00%     $1,868     100.00%    $2,649      100.00%
                                                    ======     ======      ======     ======     ======      ======
       securities`

The following table shows mortgage-backed and related securities,  sale
and   repayment   activities   for  the   periods   indicated.   There  were  no
mortgage-backed securities purchases during such periods.

`Year Ended December 31,
                                                 -------------------------------------------

                                                        2000          1999         1998
                                                 -------------------------------------------
                                                            (Dollars in Thousands)

Purchases:
---------
  Adjustable-rate................................    $     ---       $   ---      $   ---
  Fixed-rate.....................................        2,264           ---          ---
                                                        ------       -------      -------
         Total purchases.........................        2,264           ---          ---
                                                        ------       -------      -------

Sales and Repayments:
--------------------
         Total sales.............................          364           ---          ---
                                                       -------       -------      -------
  Principal repayments...........................          360           720          847
                                                       -------         -----        -----
         Total reductions........................         (724)         (720)        (847)
  Increase (decrease) in other items, net........           16           (61)           2
                                                      --------        ------      -------
         Net increase (decrease).................       $1,556         $(781)       $(845)
                                                        ======         =====        =====`

22

---

The  following  table  sets  forth the  contractual  maturities  of our
mortgage-backed   securities  at  December  31,  2000.   These   securities  are
anticipated  to be repaid well 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.

`December 31, 2000
                                                    Due in                                    Balance Outstanding
                                    -------------------------------------------------------------------------------
                                       1 to        5 to 10      10 to 20       Over 20
                                      5 Years       Years         Years         Years        Fixed      Adjustable
                                    -------------------------------------------------------------------------------

                                                                 (Dollars in Thousands)

GNMA................................   $  91        $  56       $1,061          $1,200       $2,408         $ --
FNMA................................      --           --           35              --           --           35
FHLMC...............................      --           --           --             981          981           --
                                      ------      -------        -----        --------     --------     --------

     Total..........................   $  91        $  56       $1,096          $2,181       $3,389        $  35
                                       =====        =====       ======          ======       ======        =====`

Sources of Funds

Our 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.

Deposits.  American Savings offers a variety of deposit accounts having
a wide range of  interest  rates and terms.  The  deposits  consist of  passbook
accounts, demand and NOW accounts, and money market and certificate accounts. We
rely 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  deposits  we  offer  by  have  allowed  us to be
competitive  in obtaining  funds and to respond with  flexibility  to changes in
consumer demand.  We have become more susceptible to short-term  fluctuations in
deposit flows, as customers have become more interest rate conscious.  We manage
the pricing of our  deposits  in keeping  with our  asset/liability  management,
profitability and growth  objectives.  Based on our experience,  we believe that
passbook,  demand and NOW accounts are relatively  stable sources of deposits as
compared to certificate  deposits.  However, our ability 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.

23

---

The  following  table sets forth the savings  flows  during the periods
indicated.

`Year Ended December 31,
                                             -----------------------------------------
                                                   2000         1999           1998
                                             -----------------------------------------
                                                         (Dollars in Thousands)

Opening balance.............................       $88,945      $78,997       $71,700
Deposits....................................       190,652      171,722       151,006
Withdrawals.................................      (193,386)    (164,716)     (143,774)
Sale of deposit accounts                               ---          ---        (2,703)
Interest credited...........................         3,501        2,942         2,768
                                                 ---------    ---------     ---------

Ending balance..............................       $89,712      $88,945       $78,997
                                                   =======      =======       =======

Net increase................................     $     767      $ 9,948       $ 7,297
                                                 =========      =======       =======

Percent increase............................          0.86%      12.59%        10.18%
                                                      ====       =====         =====`

The following table sets forth the dollar amount of savings deposits in
the various types of deposit programs we offer as of the dates indicated.

`December 31,
                                                     -------------------------------------------------------------------------------
                                                                2000                       1999                       1998
                                                     -------------------------------------------------------------------------------
                                                                     Percent                    Percent                    Percent
                                                        Amount      of Total       Amount      of Total       Amount      of Total
                                                     -------------------------------------------------------------------------------
                                                                                  (Dollars in Thousands)

Transactions and Savings Deposits:
---------------------------------
Commercial Demand (0.00%(1))................            $1,198         1.34%        $1,229         1.38%     $     794        1.01%
Passbook Accounts (2.75%(1))................            14,097        15.71         14,960        16.82         15,143       19.17
NOW Accounts (1.90%(1)).....................             6,820         7.60          7,375         8.29          6,610        8.37
Money Market Accounts (3.25%(1))............             2,852         3.18          3,372         3.79          3,773        4.78
                                                       -------       ------        -------       ------        -------     -------

Total Non-Certificates......................            24,967        27.83         26,936        30.28         26,320       33.32
                                                        ------       ------         ------       ------         ------      ------

Certificates:
------------
 4.01 - 5.00%...............................             3,917         4.37         17,354        19.51          9,036       11.44
 5.01 - 6.00%...............................            20,819        23.21         42,042        47.27         39,206       49.63
 6.01 - 7.00%...............................            38,784        43.23          2,507         2.82          3,822        4.84
 7.01 - 9.00%...............................             1,225         1.36            106         0.12            613        0.78
                                                       -------      -------    -----------      -------    -----------     -------

Total Certificates..........................            64,745        72.17         62,009        69.72         52,677       66.68
                                                       -------       ------        -------      -------       --------      ------
Total Deposits..............................           $89,712       100.00%       $88,945       100.00%       $78,997      100.00%
                                                       =======       ======        =======       ======        =======      ======

-------------------
(1) Rates in effect at December 31, 2000.`

24

---

The  following  table  shows  rate  and  maturity  information  for our
certificates of deposit as of December 31, 2000.

`4.01-         5.01-       6.01-                      Percent
                                       5.00%         6.00%       9.00%        Total        of Total
                                  -------------------------------------------------------------------

                                                      (Dollars in Thousands)
Certificate account maturing
in quarter ending:
------------------
March 31, 2001.................       $ 2,419    $   5,037    $      248  $     7,704         11.90%
June 30, 2001..................           548        5,109         4,246        9,903         15.29
September 30, 2001.............           169        1,701        13,617       15,487         23.92
December 31, 2001..............           279        1,706         3,917        5,902          9.12
March 31, 2002.................           137        5,388         7,138       12,663         19.56
June 30, 2002..................            47          580         6,712        7,339         11.34
September 30, 2002.............            53          330         2,849        3,232          4.99
December 31, 2002..............           ---          281           289          570          0.88
March 31, 2003.................            35          218           138          391          0.60
June 30, 2003..................             2          300            85          387          0.60
September 30, 2003.............            24           14           191          229          0.35
December 31, 2003..............            40          ---           201          241          0.37
Thereafter.....................           164          155           378          697          1.08
                                   ---------- ------------   ----------- ------------       -------

   Total.......................     $   3,917   $   20,819      $ 40,009   $   64,745        100.00%
                                    =========   ==========      ========   ==========        ======

   Percent of total............          6.05%       32.16%        61.79%      100.00%
                                    ========== ============   ===========  ===========`

The following table indicates the amount of our certificates of deposit
and other deposits by time remaining until maturity as of December 31, 2000.

`Maturity
                                                 -----------------------------------------------------------------
                                                                   Over         Over
                                                   3 Months       3 to 6       6 to 12        Over
                                                    or Less       Months       Months       12 months     Total
                                                 -----------------------------------------------------------------
                                                                       (Dollars in Thousands)

Certificates of deposit less than $100,000.......    $5,587       $8,595      $18,303       $21,363      $53,848

Certificates of deposit of $100,000 or more......     2,117        1,308        3,086         4,386       10,897
                                                    -------       ------       ------        ------      -------

Total certificates of deposit....................    $7,704       $9,903      $21,389       $25,749      $64,745
                                                     ======       ======      =======       =======      =======`

Borrowings.  We may obtain  advances from the Federal Home Loan Bank of
Indianapolis  upon the  security of our capital  stock in the Federal  Home Loan
Bank of  Indianapolis  and  certain of our  mortgage  loans and  mortgage-backed
securities.  Such  advances  may be made  pursuant to several  different  credit
programs,  each of which has its own interest rate and range of  maturities.  At
December  31,  2000,  we had $31.1  million in Federal  Home Loan Bank  advances
outstanding.  During recent years, we have 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" in the Annual
Report.

25

---

The  following  table  sets forth the  maximum  month-end  balance  and
average  balance  of  Federal  Home Loan Bank  advances,  securities  sold under
agreements to repurchase and other borrowings for the periods indicated.

`Year Ended December 31,
                                                          -------------------------------------------------
                                                               2000          1999           1998
                                                          --------------------------------------------------
                                                                    (Dollars in Thousands)
Maximum Balance:
----------------
  FHLB advances ................................              $31,108        $25,676        $25,683
  Securities sold under agreements to repurchase                   --             --             --
  Other borrowings .............................                   --             --             --

Average Balance:
----------------
  FHLB advances ................................              $24,398        $23,051        $18,663
  Securities sold under agreements to repurchase                   --             --             --
  Other borrowings .............................                   --             --             --`

The following table sets forth certain information as to our borrowings
at the dates indicated.

`December 31,
                                                             ---------------------------------------------
                                                                2000            1999            1998
                                                             ---------------------------------------------

                                                                       (Dollars in Thousands)

Federal Home Loan Bank advances...........................      $31,108         $24,676        $21,683
Securities sold under agreements to repurchase............           --              --             --
Other borrowings..........................................           --              --             --
                                                              ---------         -------        -------

     Total borrowings.....................................      $31,108         $24,676        $21,683
                                                                =======         =======        =======

Weighted average interest rate of Federal Home
Loan Bank advances........................................        6.08%           5.67%          5.65%

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

Weighted average interest
 rate of other borrowings.                                          --%             --%            --%`

26

---

Service Corporations

We have one wholly owned subsidiary service corporation,
NIFCO,  Inc.,  and  one  second  tier  subsidiary  service  corporation,   Ridge
Management,  Inc. which is owned by NIFCO. NIFCO sells annuities and securities.
At December 31, 2000, we had an equity  investment in NIFCO of $33,000.  For the
year ended December 31, 2000, NIFCO recorded net income of $3,000.  In the past,
Ridge  Management  engaged in lending and  investment  activity,  although it is
currently  essentially  inactive.  For the year ended  December 31, 2000,  Ridge
Management had no activity.

Regulation

American  Savings is a federally  chartered  savings and
loan 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 of
our  operations.  American  Savings is a member of the Federal Home Loan Bank of
Indianapolis  and is  subject  to  certain  limited  regulation  by the Board of
Governors of the Federal Reserve System. As the savings and loan holding company
of American  Savings,  AMB Financial  also is subject to federal  regulation and
oversight.  However,  since AMB Financial  existed as a unitary savings and loan
holding  company prior to May 4, 1999,  there is virtually no restriction on its
activities.

Federal  Regulation  of  Savings  Associations.  The  Office  of Thrift
Supervision has extensive authority over the operations of savings associations.
As part of this  authority,  we are required to file  periodic  reports with the
Office of Thrift  Supervision  and are subject to periodic  examinations  by the
Office of Thrift Supervision and the FDIC. When these examinations are conducted
by the Office of Thrift  Supervision  and the FDIC,  the  examiners  may require
American Savings to provide for higher general or specific loan loss reserves.

The  Office  of  Thrift  Supervision  also  has  extensive  enforcement
authority over all savings  institutions  and their holding  companies,  such as
American Savings and AMB Financial.  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.

Our 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, 2000, our lending limit under this  restriction  was  approximately
$1.3  million.  At  December  31,  2000,  we  had  no  loans  in  excess  of our
loans-to-one-borrower limit.

Insurance of Accounts and Regulation by the FDIC. 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 Federal Home Loan Bank System
or the Savings  Association  Insurance  Fund. The FDIC also has the authority to
initiate  enforcement  actions  against savings  associations,  after giving the
Office  of Thrift  Supervision  an  opportunity  to take  such  action,  and may
terminate deposit insurance if it determines that the institution has engaged in
unsafe or unsound practices, or is in an unsafe or unsound condition.

27

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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 core
capital to risk-weighted assets 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 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 semi-annually. At
December  31,  2000,  American  Savings  was  classified  as a  well-capitalized
institution.

The  current  premium  schedule  for Bank  Insurance  Fund and  Savings
Association  Insurance  Fund  insured  institutions  ranged  from 0 to 27  basis
points.  However,  Savings Association  Insurance Fund insured  institutions and
Bank  Insurance  Fund  insured  institutions  are  required  to pay a  Financing
Corporation  assessment in order to fund the interest on bonds issued to resolve
thrift  failures in the 1980s.  For the quarter  ended  December 31, 2000,  this
amount was equal to 2.02 basis  points for each $100 in  domestic  deposits  for
Savings  Association  Insurance  Fund  members and Bank  Insurance  Fund insured
institutions.  These  assessments,  which may be revised based upon the level of
Bank  Insurance  Fund and Savings  Association  Insurance  Fund  deposits,  will
continue until the bonds mature in 2017 through 2019.

Regulatory Capital Requirements. Federally
insured savings associations, such as American Savings, are required to maintain
a minimum level of regulatory capital. The Office of Thrift Supervision 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.

The capital  regulations  require  tangible capital of at least 1.5% of
adjusted total assets (as defined by regulation). At December 31, 2000, American
Savings had tangible capital of $8.9 million, or 6.66% of adjusted total assets,
which is  approximately  $6.9 million above the minimum  requirement  of 1.5% of
adjusted  total assets in effect on that date.  At December  31, 2000,  American
Savings did not have any intangible assets.

The capital standards also require core capital equal to at least 3% to
4% of adjusted total assets,  depending on an institution's  supervisory rating.
Core capital generally  consists of tangible  capital.  At December 31, 2000, we
had core capital equal to $8.9 million, or 6.66% of adjusted total assets, which
is $4.9 million above the minimum leverage ratio  requirement of 3% as in effect
on that date.

The  Office  of  Thrift  Supervision   risk-based  capital  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.

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 Office of Thrift Supervision 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
Fannie Mae or Freddie Mac.

28

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On December 31, 2000, we had total risk-based  capital of approximately
$9.4 million,  including $8.9 million in core capital and $551,000 in qualifying
supplementary  capital,  and  risk-weighted  assets of $78.3  million,  or total
capital of 12.01% of  risk-weighted  assets.  This amount was $3.1 million above
the 8% requirement in effect on that date.

The  Office of  Thrift  Supervision  is  authorized  to impose  capital
requirements  in excess  of these  standards  on  individual  associations  on a
case-by-case basis. The Office of Thrift Supervision 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 Office of
Thrift  Supervision  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% core  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 Office of Thrift
Supervision 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 Office of Thrift  Supervision  is  authorized  to impose the
additional  restrictions  that are applicable to significantly  undercapitalized
associations.

The  Office of  Thrift  Supervision  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.

The  imposition by the Office of Thrift  Supervision or the FDIC of any
of these  measures on AMB  Financial or American  Savings may have a substantial
adverse effect on our operations and profitability.

Limitations on Dividends and Other Capital
Distributions. The Office of Thrift Supervision imposes 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. The Office of
Thrift Supervision also prohibits a savings association from declaring or paying
any dividends or from repurchasing any of its stock if, as a result of such
action, the regulatory capital of American Savings would be reduced below the
amount required to be maintained for the liquidation account established in
connection with American Savings mutual to stock conversion.

American Savings may make a capital distribution without
the approval of the Office of Thrift Supervision provided we notify the Office
of Thrift Supervision, 30 days before we declare the capital distribution and we
meet the following requirements: (i) we have a regulatory rating in one of the
two top examination categories, (ii) we are not of supervisory concern, and will
remain adequately- or well- capitalized, as defined in the Office of Thrift
Supervision prompt corrective action regulations, following the proposed
distribution, and (iii) the distribution does not exceed our net income for the
calendar year-to- date plus retained net income for the previous two calendar
years (less any dividends previously paid). If we do not meet the above stated
requirements, we must obtain the prior approval of the Office of Thrift
Supervision before declaring any proposed distributions.

Qualified Thrift Lender Test. All savings
institutions are required to meet a qualified thrift lender test to avoid
certain restrictions on their operations. This test requires a savings
institution 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 institutions
may

29

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maintain 60% of its assets
in those assets specified in Section 7701(a)(19) of the Internal Revenue Code.
Under either test, these assets primarily consist of residential housing related
loans and investments. At December 31, 2000, American Savings met the test and
has always met the test since its effectiveness. American Savings
qualified thrift lender percentage was 93.64% at December 31, 2000.

Any savings  institution that fails to meet the qualified thrift lender
test must  convert  to a  national  bank  charter,  unless it  requalifies  as a
qualified thrift lender and remains a qualified thrift lender. If an institution
does not  requalify  and  converts to a national  bank  charter,  it must remain
Savings Association Insurance Fund-insured until the FDIC permits it to transfer
to the Banking  Insurance  Fund. If an  institution  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
institution is immediately  ineligible to receive any new Federal Home Loan Bank
borrowings  and is subject to national bank limits for payment of dividends.  If
the institution has not requalified or converted to a national bank within three
years after the failure,  it must sell all  investments  and stop all activities
not  permissible  for a national  bank. In addition,  it must repay promptly any
outstanding  Federal Home Loan Bank  borrowings,  which may result in prepayment
penalties.  If any  institution  that fails the qualified  thrift lender 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, 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
Community  Reinvestment  Act  requires  the  Office  of Thrift  Supervision,  in
connection with its examination of American Savings, to assess the institution's
record of meeting the credit needs of our community and to take this record into
account  in our  evaluation  of  certain  applications,  such as a merger or the
establishment of a branch, by American Savings. An unsatisfactory  rating may be
used as the  basis  for the  denial of an  application  by the  Office of Thrift
Supervision.  American  Savings was  examined  for  Community  Reinvestment  Act
compliance in July 1999 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   or   subsidiary  as   transactions   with
non-affiliates.  In addition, certain of these transactions, such as loans to an
affiliate,  are  restricted  to  a  percentage  of  the  associations'  capital.
Affiliates  of American  Savings  include AMB Financial and any company which is
under common control with American Savings.  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 Office of
Thrift   Supervision  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 Office of
Thrift  Supervision.  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. AMB Financial is a unitary savings and loan
holding  company  subject  to  regulatory  oversight  by the  Office  of  Thrift
Supervision. AMB Financial is required to register

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and file reports with the
Office of Thrift Supervision and are subject to regulation and examination by
the Office of Thrift Supervision. In addition, the Office of Thrift Supervision
has enforcement authority over AMB Financial and its non-savings association
subsidiaries which also permits the Office of Thrift Supervision 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,  that  has been in
existence  since before May 4, 1999,  AMB Financial  generally is not subject to
activity  restrictions.  If AMB Financial  acquires  control of another  savings
association  as a separate  subsidiary,  it would become a multiple  savings and
loan  holding  company  and  the  activities  of AMB  Financial  and  any of our
subsidiaries  (other  than  American  Savings or any other  Savings  Association
Insurance Fund insured savings  association)  would generally  become subject to
certain restrictions. Additionally, if we fail the qualified thrift lender test,
within one year AMB Financial  must register as, and will become subject to, the
significant activity restrictions applicable to bank holding companies.

Federal Securities Law. The stock of AMB
Financial is registered with the SEC under the Securities Exchange Act of 1934,
as amended. AMB Financial is subject to the information, proxy solicitation,
insider trading restrictions and other requirements of the SEC under the
Securities Exchange Act of 1934.

AMB  Financial  stock held by  persons  who are  affiliates  (generally
executive officers,  directors and 10% shareholders) of AMB Financial may not be
resold  without  registration  or unless sold in accordance  with certain resale
restrictions.  If AMB  Financial  meets  specified  current  public  information
requirements,  each  affiliate  of AMB  Financial  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  noninterest  bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking  accounts).  At December 31, 2000,  American  Savings was in compliance
with these reserve requirements.

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
Federal Home Loan Bank  borrowings,  before  borrowing from the Federal  Reserve
Bank.

Federal Home Loan Bank System. American Savings
is a member of the Federal Home Loan Bank of Indianapolis, which is one of 12
regional Federal Home Loan Banks that administer the home financing credit
function of savings associations. Each Federal Home Loan Bank serves as a
reserve or central bank for its members within its assigned region. It makes
loans to members (i.e., advances) in accordance with policies and procedures,
established by the board of directors of the Federal Home Loan Bank, which are
subject to the oversight of the Federal Housing Finance Board. All advances from
the Federal Home Loan Bank are required to be fully secured by sufficient
collateral as determined by the Federal Home Loan Bank. In addition, all
long-term advances must be used for residential home financing.

As a member, American Savings is required to purchase
and maintain a minimum amount of stock in the Federal Home Loan Bank of
Indianapolis. At December 31, 2000, American Savings had $1.6 million in Federal
Home Loan Bank stock, which was in compliance with this requirement. In past
years, American Savings has received substantial dividends on our Federal Home
Loan Bank stock. For the fiscal year ended December 31, 2000, dividends paid by
the Federal Home Loan Bank of Indianapolis to American Savings totaled $115,000,
which constitutes a $7,300 increase from the amount of dividends received in
fiscal 1999. Over the past five fiscal years these dividends have averaged 8.02%
and were 8.25% for fiscal 2000.

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Federal and State
Taxation

Federal Taxation.  Savings  institutions that met certain  definitional
tests relating to the composition of assets and other  conditions  prescribed by
the Internal  Revenue Code of 1986, as amended,  had been permitted to establish
reserves  for bad  debts  and to  make  annual  additions  which  could,  within
specified  formula limits,  be taken as a deduction in computing  taxable income
for federal income tax purposes. The amount of the bad debt reserve deduction is
now computed under the experience method.

In addition to the regular income tax, corporations,  including savings
institutions, generally are subject to a minimum tax. An alternative minimum tax
is imposed at a minimum tax rate of 20% on alternative  minimum  taxable income,
which  is the  sum of a  corporation's  regular  taxable  income  (with  certain
adjustments)  and tax  preference  items,  less  any  available  exemption.  The
alternative  minimum tax is imposed to the extent it exceeds  the  corporation's
regular  income  tax and net  operating  losses  can  offset no more than 90% of
alternative minimum taxable income.

To the extent earnings appropriated to a savings institution's bad debt
reserves for  "qualifying  real property  loans" and deducted for federal income
tax purposes  exceed the allowable  amount of such reserves  computed  under the
experience method and to the extent of the institution's  supplemental  reserves
for losses on loans, such excess may not, without adverse tax  consequences,  be
utilized  for  the  payment  of  cash  dividends  or  other  distributions  to a
shareholder (including distributions on redemption,  dissolution or liquidation)
or for any other purpose (except to absorb bad debt losses).  As of December 31,
2000,  American  Savings'  excess for tax purposes  totaled  approximately  $1.9
million.

We file consolidated  federal income tax returns on a fiscal year basis
using the accrual method of accounting.  Savings  institutions that file federal
income tax returns as part of a  consolidated  group are required by  applicable
Treasury  regulations  to reduce their taxable  income for purposes of computing
the percentage bad debt deduction for losses  attributable  to activities of the
non-savings  association members of the consolidated group that are functionally
related to the activities of the savings association member.

Our  federal  income tax  returns  for the last three years are open to
possible  audit by the IRS.  No  returns  are  being  audited  by the IRS at the
current time. In our opinion,  any  examination  of still open returns would not
result  in a  deficiency  which  could  have a  material  adverse  effect on our
financial condition.

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 company incorporated under Delaware state law,
AMB  Financial 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

We face strong competition both in originating real estate loans and in
attracting deposits. Competition in originating loans comes primarily from other

32

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savings institutions,
credit unions, commercial banks and mortgage bankers who also make loans secured
by real estate located in our primary market area. We compete for loans
principally on the basis of the interest rates and loan fees we charge, the
types of loans we originate and the quality of services we provide to borrowers.

We attract all of its deposits  through our 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.  Our  ability  to  attract  and retain
deposits  depends  on our  ability to provide  an  investment  opportunity  that
satisfies  the  requirements  of  investors.  We compete  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, 2000,  our  estimated
market share of savings  deposits in the Gary- Hammond,  Indiana MSA market area
to be approximately 1.39%.

Employees

At  December  31,  2000,  we had a total of 31  employees,  including 5
part-time  employees.  Our  employees  are  not  represented  by any  collective
bargaining group. We consider employee relations to be good.

Item  2.  Description of Property

We conduct business at its main office located in Munster, Indiana. The
following table sets forth information  relating to each of our properties as of
December 31, 2000.

`Total
                                   Owned     Approximate
                       Year         or         Square        Book Value at
Location             Acquired     Leased       Footage     December 31, 2000
--------------------------------------------------------------------------------
                                                         (Dollars in Thousands)
Main Office:

8230 Hohman Avenue     1963        Owned        8,400                 $58,000
Munster, Indiana

Branch Offices:

1001 Main Street       2000        Owned        2,800              $1,799,000
Dyer, Indiana(1)

4521 Hohman Avenue     1983        Owned        1,600                  42,000
Hammond, Indiana`

We believe that current facilities are adequate to meet our present and
foreseeable needs, subject to possible future expansion.

We  maintain  an  on-line  data base with a  service  bureau  servicing
financial  institutions.  The net book value of the data processing and computer
equipment utilized at December 31, 2000 was $174,000.

____________________

1.     On October 31, 2000
we purchased the entire property. Our branch office occupies
   2,800 square feet of the building. The balance of the property is leased.

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Item 3.  Legal Proceedings

We are 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 our
opinion,  after  consultation  with counsel  representing us in the proceedings,
that the resolution of these  proceedings  should not have a material  effect on
the results of operations.

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

No matters were  submitted to a vote of security  holders,  through the
solicitation of proxies, during the quarter ended December 31, 2000.

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PART II

Item
5.  Market for Common Equity and Related Stockholder
Matters

Page 45 of the Annual Report is herein incorporated by
reference.

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

Pages 5 through 15 of the Annual Report are herein
incorporated by reference.

Item 7.   Financial Statements

The following information appearing in the Annual Report
is incorporated herein by reference.

`Pages in
                                                                                                         Annual
                                       Annual Report Section                                             Report
------------------------------------------------------------------------------------------------     --------------


Report of Independent Certified Public Accountants.................................................        16

Consolidated Balance Sheets (December 31, 2000 and 1999)...........................................        17
Consolidated Statements of Earnings (For the Years Ended December 31, 2000
  and 1999)........................................................................................        18

Consolidated Statements of Stockholders' Equity (For the Years Ended December 31,
2000 and 1999).....................................................................................        19

Consolidated Statements of Cash Flows (For the Years Ended December 31, 2000
  and 1999)........................................................................................        20

Notes to Consolidated Financial Statements.........................................................        21`

With the exception of the aforementioned  information in Part II of the
Form 10-KSB, the Annual Report is not deemed filed as part of this annual report
on Form 10-KSB.

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.

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PART III

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

Directors

Information  concerning the directors of AMB Financial is  incorporated
herein by reference from the definitive  proxy  statement for the annual meeting
of stockholders to be held in 2001, a copy of which will be filed not later than
120 days after the close of fiscal year.

Executive Officers

Information  concerning the executive officers of AMB Financial who are
not directors is  incorporated  herein by reference  from the  definitive  proxy
statement for the annual meeting of  stockholders  to be held in 2001, a copy of
which will be filed not later than 120 days after the close of fiscal year.

Compliance with
Section 16(a)

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered  class  of AMB  Financial  equity  securities,  to file  with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity  securities of AMB Financial.  Officers,  directors and greater
than 10%  stockholders  are required by SEC regulation to furnish us with copies
of all Section 16(a) forms they file.

To the best of our knowledge, based solely upon information provided to
us by our  directors,  officers  and greater  than 10%  beneficial  owners,  all
Section 16(a) filing requirements  applicable to such persons were complied with
during  the  fiscal  year  ended  December  31,  2000.  However,  John  Pastrick
inadvertently failed to file a Form 4 transaction on or about October, 2000. Mr.
Pastrick intends to correct this delinquent filing by filing a Form 4 as soon as
practicable.

Item 10.
  Executive Compensation

Information concerning executive compensation is incorporated herein by
reference  from  the  definitive  proxy  statement  for the  annual  meeting  of
stockholders  to be held in 2001,  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 our definitive  proxy
statement for the annual meeting of  stockholders  to be held in 2001, 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 our definitive  proxy  statement for the
annual meeting of stockholders to be held in 2001, a copy of which will be filed
not later than 120 days after the close of the fiscal year.

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PART IV

Item 13.  Exhibits and Reports on 8-K

`(a)      Exhibits:


                                                                                                  Reference to
                                                                                                  Prior Filing
                                                                                                   or Exhibit
      Regulation                                                                                     Number
     S-B Exhibit                                                                                    Attached
        Number                                         Document                                      Hereto
--------------------------------------------------------------------------------------------------------------


          2           Plan of acquisition, reorganization, arrangement, liquidation or succession     None
         3(i)         Certificate of Incorporation...............................................       *
        3(ii)         Bylaws.....................................................................       *
          4           Instruments defining the rights of security holders, including indentures..       *
          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......................................................       *
                      Second Executive Deferred Compensation Plan................................      ***
                      Trust Agreement for the Compensation Agreement.............................      ***
          11          Statement re: computation of per share earnings............................     ****
          13          Annual report to security holders..........................................      13
          16          Letter on change in certifying accountant..................................     None
          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
          99          Additional Exhibits........................................................     None


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

*        Filed  on  December  29,  1995  as  an  exhibit  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 September 12, 1996,  under Schedule 14A, as an appendix to the
         Registrant's  definitive  proxy  materials and  incorporated  herein by
         reference.
***      Filed on March 31, 1999 as an exhibit to the Registrant's Annual Report
         on Form 10-KSB and incorporated herein by reference.
****     See Note A of the Notes to the Consolidated Financial Statements in the
         Annual Report attached hereto as Exhibit 13.

         (b)      Reports on Form 8-K:

         During the quarter ended December 31, 2000, we did not file any Current
Reports on Form 8-K.`

37

---

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.

AMB FINANCIAL CORPORATION

`Date:    March 14, 2001        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.



By: /s/ Clement B. Knapp, Jr.                              By:   /s/ Daniel T. Poludniak,
   --------------------------------------------                  --------------------------------------
   Clement B. Knapp, Jr., Chairman of the Board,                 Daniel T. Poludniak, Vice-President,
   President and Chief Executive Officer                         Treasurer and Chief Financial Officer
     (Principal Executive and Operating                          (Principal Financial and Accounting
     Officer)                                                      Officer)

Date:    March 14, 2001                                    Date:    March 14, 2001


By:      /s/ Donald L. Harle                               By:   /s/  Ronald W. Borto
         --------------------------------------                  ------------------------------
         Donald L. Harle, Director                               Ronald W. Borto, Director

Date:    March 14, 2001                                    Date:    March 14, 2001


By:      /s/ John G. Pastrick, Director                    By:   /s/ John C. McLaughlin
         --------------------------------------                  -------------------------------
         John G. Pastrick, Director                              John C. McLaughlin, Director

Date:    March 14, 2001                                    Date:    March 14, 2001


By:      /s/ Robert E. Tolley
        ---------------------------------------
         Robert E. Tolley, Director

Date:    March 14, 2001`

---

`Index to Exhibits



  Exhibit No.                              Document
--------------    -----------------------------------------------
     13            Annual Report
     21            Subsidiaries of the Registrant
     23            Consent of Cobitz, VandenBerg & Fennessy`