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

                                AMENDMENT NO. 1
                                       to
                                  FORM 10-KSB

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

         For the fiscal year ended December 31, 2004

                                       OR

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

         For the transition period from ____________ to ____________

                         COMMISSION FILE NUMBER 0-23182

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

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

  8230 Hohman Avenue, Munster, Indiana                               46321-1578
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(Address of principal executive offices)                             (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 $9.1 million in gross income for the year ended
December 31, 2004.

         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, 2004 was $8.7 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 December 31, 2005, there were issued and outstanding 984,648
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, 2004.

    Part III of Form 10-KSB - Proxy Statement for the 2004 Annual Meeting of
                                 Stockholders.

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

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<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 10-KSB amends our Annual
Report for the fiscal year ended December 31, 2004 that was originally filed on
March 31, 2005 and is being filed solely to include revisions to the report of
our independent auditing firm contained in Exhibit 13 hereto. The report of our
independent auditing firm has been revised to state that the audit was conducted
in accordance with the standards of the Public Company Accounting Oversight
Board (United States) and to include the signature of our independent auditing
firm.
<PAGE>

                                   SIGNATURES

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

                                       AMB FINANCIAL CORPORATION



Date:    January 27, 2006            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.
   ----------------------------------------------
     Clement B. Knapp, Jr., Chairman of the
     Board, President and Chief Executive Officer
     (PRINCIPAL EXECUTIVE AND OPERATING OFFICER)

Date: January 27, 2006

By:  /s/ Scott Gyure
   ----------------------------------------------
     Scott Gyure, Vice-President
     and Chief Financial Officer
     (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

Date: January 27, 2006



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



Date: January 27, 2006                         Date: January 27, 2006



By:   /s/ John G. Pastrick                     By:   /s/ Michael Mellon
      -----------------------------                  ---------------------------
      John G. Pastrick, Director                     Michael Mellon, Director



Date: January 27, 2006                         Date: January 27, 2006



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



Date: January 27, 2006

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