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

                                   FORM 10-KSB

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

         For the fiscal year ended December 31, 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.
--------------------------------------------------------------------------------
      (Exact Name of Small Business Registrant as Specified in its Charter)

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

  8230 Hohman Avenue, Munster, Indiana                               46321-1578
--------------------------------------------------------------------------------
(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 March 23, 2005, there were issued and outstanding 974,143 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].

================================================================================
<PAGE>

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:


         o    the strength of the United States economy in general and the
              strength of the local economy and real estate market in which we
              conduct operations;
         o    the effects of, and changes in, trade, monetary and fiscal
              policies and laws, including interest rate policies of the Federal
              Reserve Board;
         o    inflation, interest rate, market and monetary fluctuations;
         o    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;
         o    the willingness of users to substitute our products and services
              for products and services of our competitors;
         o    our success in gaining regulatory approval of our products and
              services, when required;
         o    the impact of changes in financial services' laws and regulations
              (including laws concerning taxes, banking, securities and
              insurance);
         o    the impact of technological changes;
         o    competition from other financial service providers in the
              Company's market area;
         o    changes in local real estate values;
         o    the success, when applicable, of our loan restructuring and work
              out arrangements;
         o    changes in consumer spending and saving habits; and
         o    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
<PAGE>

                                     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 1,686,169 (split
adjusted) 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, multi-family real estate, consumer, commercial
business, land and construction 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, 2004, we
had total assets of $157.1 million, deposits of $115.7 million and stockholders'
equity of $13.4 million or 8.54% of total assets.

         Our executive office is located at 8230 Hohman Avenue, Munster, Indiana
46321-1578 and our 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, multi-family real estate, consumer,
commercial business, land and construction 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
<PAGE>

         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.

<TABLE><CAPTION>
                                                                            December 31,
                                  --------------------------------------------------------------------------------------------------
                                         2004               2003                2002                2001                2000
                                  --------------------------------------------------------------------------------------------------
                                   Amount    Percent   Amount   Percent    Amount   Percent    Amount   Percent    Amount   Percent
                                  --------------------------------------------------------------------------------------------------
                                                                    (Dollars in Thousands)
<S>                               <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>
Real Estate Loans:
------------------
  One-to four-family ............ $  87,607   66.65%  $  78,948   64.43%  $  81,827   69.64%  $  82,584   71.87%  $  84,349   74.09%
  Multi-family ..................     7,320    5.57      11,128    9.08       4,196    3.57       3,433    2.99       2,189    1.92
  Non-residential ...............    18,026   13.71      14,711   12.01      11,002    9.36      10,095    8.78      10,156    8.92
  Construction ..................     3,576    2.72       2,053    1.68       2,771    2.36       3,090    2.69       4,854    4.26
  Land ..........................     5,197    3.96       4,544    3.71       5,015    4.27       1,352    1.18       1,041    0.92
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total real estate loans ....   121,726   92.61     111,384   90.91     104,811   89.20     100,554   87.51     102,589   90.11
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
Other Loans:
------------
  Consumer Loans:
   Deposit account ..............       160    0.12         180    0.15         183    0.15         123    0.11         213    0.19
   Credit Card ..................       365    0.28         408    0.33         443    0.38         448    0.39         437    0.38
   Line of credit ...............     5,330    4.05       5,004    4.08       4,499    3.83       3,711    3.23       4,130    3.63
   Other ........................     1,414    1.08       1,389    1.13       1,026    0.87       1,122    0.97       1,101    0.97
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total consumer loans .......     7,269    5.53       6,981    5.69       6,151    5.23       5,404    4.70       5,881    5.17
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
  Commercial business loans .....     2,444    1.86       4,158    3.40       6,546    5.57       8,951    7.79       5,337    4.72
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total loans receivable .....   131,439  100.00%    122,523  100.00%    117,508  100.00%    114,909  100.00%    113,847  100.00%
                                  ---------  ======   ---------  ======   ---------  ======   ---------  ======   ---------  ======


Less:
-----
  Loans in process ..............     1,413               1,359               2,505               1,698                 677
  Net deferred yield
    adjustments .................       (32)                (78)               (153)                (68)                (13)
  Allowance for losses ..........       716               1,033                 838                 766                 701
                                  ---------           ---------           ---------           ---------           ---------
  Total loans receivable, net ... $ 129,342           $ 120,209           $ 114,318           $ 112,513           $ 112,482
                                  =========           =========           =========           =========           =========
</TABLE>
                                       4
<PAGE>


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

<TABLE><CAPTION>
                                                                            December 31,
                                  --------------------------------------------------------------------------------------------------
                                         2004               2003                2002                2001                2000
                                  --------------------------------------------------------------------------------------------------
                                   Amount    Percent   Amount   Percent    Amount   Percent    Amount   Percent    Amount   Percent
                                  --------------------------------------------------------------------------------------------------
                                                                    (Dollars in Thousands)
<S>                               <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>
Fixed Rate Loans:
-----------------
Real estate:
  One-to four-family ...........  $  73,666   56.05%  $  68,081   55.56%  $  63,647   54.17%  $  60,844   52.95%  $  52,798   46.38%
  Multi-family .................      5,752    4.38       6,454    5.27       2,718    2.31       1,877    1.63         579    0.51
  Non-residential ..............     15,203   11.56      11,520    9.40       8,396    7.14       8,215    7.15       7,552    6.63
  Construction .................      2,016    1.53       1,576    1.29       1,247    1.06       1,048    0.91       4,693    4.12
  Land .........................        974    0.74         545    0.45         339    0.29         416    0.36         339    0.30
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total real estate loans ...     97,611   74.26      88,176   71.97      76,347   64.97      72,400   63.00      65,961   57.94
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
  Consumer .....................      1,939    1.48       1,941    1.58       1,630    1.39       1,693    1.47       1,751    1.54
  Commercial business ..........      1,469    1.12       2,436    1.99       4,313    3.67       5,784    5.03       4,046    3.55
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total fixed-rate loans ....    101,019   76.86      92,553   75.54      82,290   70.03      79,877   69.50      71,758   63.03
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
Adjustable Rate Loans:
----------------------
Real estate:
  One-to four-family ...........     13,941   10.60      10,867    8.87      18,180   15.47      21,740   18.92      31,551   27.71
  Multi-family .................      1,568    1.19       4,674    3.81       1,478    1.26       1,556    1.36       1,610    1.41
  Non-residential ..............      2,823    2.15       3,191    2.61       2,606    2.22       1,880    1.63       2,604    2.29
  Construction .................      1,560    1.19         477    0.39       1,524    1.30       2,042    1.78         161    0.14
  Land .........................      4,223    3.22       3,999    3.26       4,676    3.98         936    0.82         702    0.62
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total real estate loans ...     24,115   18.35      23,208   18.94      28,464   24.23      28,154   24.51      36,628   32.17
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
  Consumer .....................      5,330    4.05       5,040    4.11       4,521    3.84       3,711    3.23       4,130    3.63
  Commercial business ..........        975    0.74       1,722    1.41       2,233    1.90       3,167    2.76       1,331    1.17
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total adjustable-rate
       loans ...................    30,420   23.14      29,970   24.46      35,218   29.97      35,032   30.50      42,089   36.97
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
     Total loans receivable ....    131,439  100.00%    122,523  100.00%    117,508  100.00%    114,909  100.00%    113,847  100.00%
                                  ---------  ======   ---------  ======   ---------  ======   ---------  ======   ---------  ======
Less:
-----
  Loans in process .............      1,413               1,359               2,505               1,698                 677
  Net deferred yield
    adjustments ................       (32)                (78)               (153)                (68)                (13)
  Allowance for losses .........        716               1,033                 838                 766                 701
                                  ---------           ---------           ---------           ---------           ---------
  Total loans receivable, net ..  $ 129,342           $ 120,209           $ 114,318           $ 112,513           $ 112,482
                                  =========           =========           =========           =========           =========
</TABLE>
                                       5
<PAGE>

         The following table illustrates the interest rate sensitivity of the
loan portfolio at December 31, 2004. 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.

<TABLE><CAPTION>
                                                Real Estate
                       -------------------------------------------------------------
                           One-to     Multi-family and                                               Commercial
                         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,
---------------------
<S>                    <C>      <C>    <C>      <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>       <C>
2005 ................  $ 2,303  6.74%  $ 2,812  6.77%  $3,576  5.95%  $2,792  5.56%  $5,761  6.58%  $  475  7.76%  $ 17,719  6.35%
2006 to 2007 ........    5,598  6.58     6,218  5.99     --    --      1,720  5.93      442  5.97      853  6.68     14,831  6.24
2008 to 2009 ........    4,942  6.30     6,436  6.12     --    --        625  5.41      746  6.13      737  6.76     13,486  6.19
2010 to 2014 ........   15,569  5.98     6,584  6.07     --    --         38  5.87      290  6.43      379  8.00     22,860  6.04
2015 and following ..   59,195  5.87     3,296  5.73     --    --         22  6.74       30  9.00     --    --       62,543  5.86
                       -------         -------         ------         ------         ------         ------         --------
     Total ..........  $87,607  5.98%  $25,346  6.10%  $3,576  5.95%  $5,197  5.67%  $7,269  6.50%  $2,444  7.12%  $131,439  6.03%
                       =======         =======         ======         ======         ======         ======         ========
</TABLE>

         As of December 31, 2004, the total amount of loans due after December
31, 2005 which had predetermined interest rates was $100.0 million. The total
amount of loans due after such dates which have floating or adjustable interest
rates is $18.9 million.


                                       6
<PAGE>

         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, 2004, our
regulatory loan-to-one borrower limit was approximately $2.1 million. On the
same date, we had no borrowers with outstanding balances in excess of this
amount. As of December 31, 2004, the largest dollar amount of indebtedness to
one borrower or group of related borrowers was a $1.5 million loan on a
restaurant located in Northern Illinois. On the same date, this loan was
performing in accordance with its terms.

         All of our lending is subject to our 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 generated by the Bank are approved by Bank officers dependent on
their individual level of approval authority and based on the type of collateral
securing the loan under consideration. Officers may join together to approve
individual loans in excess of their individual authority. Loans greater than $1
million must be approved by the Board of Directors after review and preliminary
approval by officers. 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 our 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,
2004, $87.6 million, or 66.65% of our loan portfolio consisted of permanent
loans on one- to four-family residences. At that date, the average outstanding
residential loan balance was $101,000 and the largest outstanding residential
loan had a principal balance of $914,000. Virtually all of the residential loans
we originate 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 out of our market area in the last three years. See "-
Originations, Sales and Purchases of Loans."

         We originate 15-30-year fixed rate loans secured by one- to four-family
residential real estate as a result of continued consumer demand. We monitor the
volume and rate of our fixed rate loans to ensure compliance with our
asset/liability management policy. At December 31, 2004, we had, exclusive of
balloon loans, $13.5 million of fixed-rate residential loans with less than 10
years to contractual maturity, $21.8 million of fixed-rate residential loans
with remaining contractual maturities between 10 and 20 years and $25.2 million
of fixed-rate residential loans with remaining contractual 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, 2004 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 we originate. We make
such 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 we originate 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% above or below the initial interest rate over the life of the
loan. Our adjustable rate mortgages are not convertible

                                       7
<PAGE>

into fixed-rate loans, do not contain prepayment penalties and do not produce
negative amortization. Adjustable rate mortgage loans may be assumed by other
lenders provided home buyers meet our underwriting standards and the applicable
fees are paid. At December 31, 2004, the total balance of one- to four-family
adjustable rate mortgages was $13.9 million.

         Our balloon loans generally carry seven year terms and 30 year
amortization schedules. On December 31, 2004, we had $13.1 million of one
-to-four family balloon loans.

         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, 2004, we had twenty-one one- to four-family
residential mortgage loans having an aggregate balance of $11.6 million with
current balances in excess of $359,650 the 2004 Freddie Mac maximum. Our
delinquency experience on our loans in excess of this maximum has been similar
to our experience on 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.

         MULTI-FAMILY AND NON-RESIDENTIAL REAL ESTATE LENDING. We both originate
and purchase permanent multi-family and non-residential real estate loans. We
have increased these types of loans in recent years in accordance with our
asset/liability management policy and favorable market conditions. Most of our
originated loans are located in our primary market area while our purchased
loans are located throughout the United States. During fiscal 2004, we purchased
two strip mall loans from two different borrowers totaling $1.8 million located
in California. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Asset/Liability Management" in the Annual Report. At
December 31, 2004, we had $25.3 million in multi-family and non-residential real
estate loans, representing 19.28% 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 restaurants, hotel/motels, retail
facilities, and small office buildings.

         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, accompanying analysis references and
income/debt coverage projections for the property. Personal guarantees are
generally obtained for multi-family and non-residential real estate loans.

         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.

                                       8
<PAGE>

         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, 2004.

                                                                     OUTSTANDING
                                  NUMBER OF         ORIGINAL          PRINCIPAL
                                    LOANS         LOAN AMOUNT          BALANCE
                               -------------------------------------------------
                                            (Dollars in Thousands)
Multi-family...............           19               $7,970           $7,320
Office.....................            7                2,476            2,352
Retail.....................            8                5,156            4,721
Commercial building........           16                4,115            3,379
Restaurants................            9                3,545            3,135
Hotel......................            7                3,244            2,595
Other......................           10                2,196            1,844
                                 -------              -------          -------
     Total.................           76              $28,702          $25,346
                                 =======              =======          =======

         At December 31, 2004, our largest multi-family and largest
non-residential real estate loans totaled $1.1 million and $1.5 million, and
consisted of a loan on a sixteen unit apartment building located in California
and a loan on a restaurant located in Northern Illinois, respectively. As of
December 31, 2004, both these loans were 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, 2004, we had $765,000 of non residential 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. Subject to
future market conditions, we intend to continue construction lending activities
to persons intending to be owner occupants.

         We also make loans to builders and developers "on speculation" to
finance the construction of residential property where an independent appraisal
shows that a ready market exists for the property as completed. 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 inspection. 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, 2004, we had construction loans with outstanding aggregate balances
of $1.1 million secured by one- to four-family residential property built on
speculation.

                                       9
<PAGE>

         We also occasionally originate construction financing on multi-family
and commercial real estate. However, there were no loans of this type
outstanding as of December 31, 2004. Additionally, we participate with other
lenders in loans to developers and builders to finance multi-family housing and
commercial property construction. At December 31, 2004, we were involved in one
participation construction loan with an outstanding aggregate balance of
$679,000 (including $2,300 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.

         LAND LENDING. Land loans, which include vacant land and developed lots,
are made to various builders and developers with whom we have pre-existing
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 an independent architect or engineer who inspects the project
in connection with significant disbursement requests. At December 31, 2004, we
had $5.2 million in loans secured by land, representing 3.96% 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, 2004, we had one non-performing land loan. 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. For these reasons, we
have been increasing our originations of consumer loans. We currently originate
substantially all of our consumer loans in our market area. At December 31,
2004, our consumer loans totaled $7.3 million representing 5.53% 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 make unsecured personal loans.

                                       10
<PAGE>

         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, 2004, we had $5.3 million of home equity lines
of credit and $7.9 million of additional funds committed, but undrawn, under
such lines.

         We also offer a Visa credit card program. At December 31, 2004,
approximately 366 credit cards had been issued, with an aggregate outstanding
loan balance of $365,000 and unused credit available of $868,000. We presently
charge a fixed rate on interest on credit card loans and no annual membership
fee.

         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
available to credit worthy borrowers for a variety of personal needs.

         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, 2004, $161,000, or approximately
2.21% of the consumer loan portfolio, was 60 days or more delinquent. There can
be no assurance that delinquencies will not increase in the future.

         COMMERCIAL BUSINESS LENDING. In order to increase the yield and
interest rate sensitivity of our loan portfolio and to satisfy the demand for
financial services in our primary market area, we actively originate and
purchase commercial business loans.

         During the past five years, we have originated commercial business
loans to businesses such as small retail operations, small manufacturing
concerns and professional firms. Also included in commercial business loans as
of December 31, 2004 were $960,000 of purchased loans all of which were made to
borrowers located outside of our market area. Our commercial business loans
almost always include personal guarantees and are usually, but not always, are
at least partially 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/medical equipment. As of December 31, 2004,
the outstanding balance on these leases was $530,000. 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 have purchased

                                       11
<PAGE>

these leases because they carry relatively high yields and have relatively short
terms, consistent with our asset/liability management strategy.

         In 2002 we discovered that an organization from which we purchased
leases for approximately 5 years had been diverting funds and selling the same
leases to more than one purchaser. This company has been in business for
approximately 15 years and sold leases to approximately 60 financial
institutions across the nation. The principals of that organization have been
arrested, charged with fraud and are awaiting trial. As a result, the Company
recorded $308,000 of net charge-offs with respect to these leases during fiscal
2002. However, during 2003, we were able to recover $92,000 of our losses in
settlement of a lawsuit against the escrow agent.

         The following table sets forth the Company's commercial business loans
as of December 31, 2004.

        TYPE                       AMOUNT           PERCENT OF PORTFOLIO
        ----                       ------           --------------------
                                        (Dollars in Thousands)
Equipment leases                    $530                     21.69%

Accounts receivable                  164                      6.71%

Other                             $1,750                     71.60%
                                  ------                    ------
Total                             $2,444                    100.00%
                                  ======                    ======

         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).
For these reasons, commercial real estate loans generally carry a higher degree
of credit risk than the residential loans. At December 31, 2004, the Company had
$146,000 of non performing commercial business loans.

         The Bank also invests in commercial accounts receivables which possess
similar investment characteristics to commercial business loans. See "Accounts
Receivable Investments."

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 do not pay commission to employees.

         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,
2004, approximately $36.8 million of our 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.

                                       12
<PAGE>

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

<TABLE><CAPTION>
                                                                                         Year Ending December 31,
                                                                         -------------------------------------------------------
                                                                           2004                    2003                   2002
                                                                         --------                --------               --------
                                                                                              (In thousands)
<S>                                                                      <C>                     <C>                    <C>
Originations by type:
---------------------
  Adjustable rate:
   Real estate - one-to four-family .........................            $  1,397                $    505               $    158
               -multi family ................................                  --                     395                     --
               -non-residential .............................                 400                     735                     --
               -construction ................................               2,096                     727                    488
               -land ........................................               1,697                   3,172                  2,185
   Non-real estate-consumer .................................               7,229                   6,200                  5,680
               -commercial business .........................               1,121                     245                    611
                                                                         --------                --------               --------
     Total adjustable-rate ..................................              13,940                  11,979                  9,122
                                                                         --------                --------               --------
  Fixed rate:
   Real estate - one-to four-family .........................              12,458                  19,988                 17,264
               -multi family ................................               1,076                   1,527                    690
               -non-residential .............................               4,214                   2,620                  1,280
               -construction ................................               1,337                     872                    382
               -land ........................................                 524                     328                     40
   Non-real estate-consumer .................................               1,921                   2,576                  3,108
               -commercial business .........................                 102                   1,214                  1,356
                                                                         --------                --------               --------
     Total fixed-rate .......................................              21,632                  29,125                 24,120
                                                                         --------                --------               --------
     Total loans originated .................................              35,572                  41,104                 33,242
                                                                         --------                --------               --------
Purchases:
----------
   Real estate - one-to four-family .........................              11,576(1)                1,484                  7,454
               -multi family ................................                  --                   6,232(2)                 517
               -non-residential .............................               1,763                   1,282                  1,012
               -construction ................................                  --                     750                  2,445
   Non-real estate--commercial business .....................                  --                      --                  3,158(3)
                                                                         --------                --------               --------
     Total loans purchased ..................................              13,339                   9,748                 14,586
                                                                         --------                --------               --------
     Total additions ........................................              48,911                  50,852                 47,828
                                                                         --------                --------               --------
     Total loans sold .......................................                                          --                     --
                                                                         --------                --------               --------
   Principal repayments .....................................              39,058                  45,755                 44,796
                                                                         --------                --------               --------
     Net before other items .................................               9,853                   5,097                  3,032
                                                                         --------                --------               --------
Increase (decrease) in other items, net .....................                (720)                    794                 (1,227)
                                                                         --------                --------               --------
     Net increase ...........................................            $  9,133                $  5,891               $  1,805
                                                                         ========                ========               ========
</TABLE>
________________
(1) Includes $6.1 million of adjustable rate, one- to four- family mortgage
    loans.
(2) Includes $6.1 million of out of state loans acquired from same lender.
(3) Consisted of medical equipment leases and time shares/resort contracts.

                                       13

<PAGE>

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 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 of type at December 31, 2004.

<TABLE><CAPTION>
                                                            Loans Delinquent For:
                                        -------------------------------------------------------------
                                                60-89 Days                 90 Days and Over               Total Delinquent Loans
                                        -------------------------------------------------------------------------------------------
                                                            Percent                         Percent                        Percent
                                                            of Loan                         of Loan                        of Loan
                                        Number     Amount   Category    Number     Amount   Category    Number     Amount  Category
                                        -------------------------------------------------------------------------------------------
                                                                            (Dollars in Thousands)
<S>                                          <C>   <C>         <C>          <C>    <C>        <C>           <C>    <C>        <C>
Real Estate:
  One- to four-family ..............         1     $   43      .05%          8     $  474      .54%          9     $  517      .59%
  Non-residential ..................        --         --       --           3        765     4.24           3        765     4.24
  Land .............................        --         --       --           1        140     2.69           1        140     2.69
Consumer ...........................         6         77     1.06           7         84     1.15          13        161     2.21
Commercial business ................         1         31     1.27           2        146     5.97           3        177     7.24
                                        ------     ------               ------     ------               ------     ------
     Total .........................         8     $  151      .12%         21     $1,609     1.22%         29     $1,760     1.34%
                                        ======     ======               ======     ======               ======     ======
</TABLE>
                                       14
<PAGE>


         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 our
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 accrued losses. General allowances
represent loss allowances which have been established to cover probable accrued
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, 2004, we had classified the following
assets:

<TABLE><CAPTION>
                                        One- to          Non                                             Commercial
                                      Four-Family    Residential            Land          Consumer        Business            Total
                                      -----------    -----------            ----          --------        --------            -----
                                                                              (In Thousands)
<S>                                     <C>             <C>                <C>             <C>             <C>               <C>
Sub-Standard .................          $  474          $  732             $  140          $   84          $   71            $1,501
Doubtful .....................              --              --                 --              --              --                --
Loss .........................              --              33(1)              --              --              75(2)            108
                                        ------          ------             ------          ------          ------            ------
                                        $  474          $  765             $  140          $   84          $  146            $1,609
                                        ======          ======             ======          ======          ======            ======
</TABLE>
____________________________
(1)  The Bank has established a specific reserve for this portion of the
     non-residential loan. The balance of the loan is classified as substandard.
     See "-Multi-Family and Non-Residential Lending."
(2)  The Bank has established a specific reserve for this portion of the
     commercial business loan. The balance of the loan is classified as
     substandard. See "-Commercial Business 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.

         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,

                                       15
<PAGE>

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."

<TABLE><CAPTION>
                                                                                            December 31,
                                                                 ------------------------------------------------------------------
                                                                  2004           2003           2002           2001           2000
                                                                 ------------------------------------------------------------------
                                                                                       (Dollars in Thousands)
<S>                                                              <C>            <C>            <C>            <C>            <C>
Non-accruing loans:
  One- to four family ...................................        $  474         $  544         $  534         $  743         $  465
  Multi-family ..........................................            --             --             --             --             --
  Non-residential .......................................           765            546            475            463             --
  Land ..................................................           140            140             --             --            556
  Consumer ..............................................            84            105             62             49             67
  Commercial business ...................................           146            246             --             --             --
                                                                 ------         ------         ------         ------         ------
     Total ..............................................         1,609          1,581          1,071          1,255          1,088
                                                                 ------         ------         ------         ------         ------
Accruing loans delinquent more than 90 days
  Consumer ..............................................            --             --             --             --             --
                                                                 ------         ------         ------         ------         ------
  Total .................................................            --             --             --             --             --
                                                                 ------         ------         ------         ------         ------
Foreclosed assets:
  One- to four family ...................................            --             --            104            191             --
  Multi-family ..........................................            --             --             --             --             --
  Non-residential .......................................            --             --             --             --             --
  Construction ..........................................            --             --             --             --             --
  Consumer ..............................................            --             --             --             --             --
  Commercial business ...................................            --             --             --             --             --
                                                                 ------         ------         ------         ------         ------
     Total ..............................................            --             --            104            191             --
                                                                 ------         ------         ------         ------         ------

Total non-performing assets .............................        $1,609         $1,581         $1,175         $1,446         $1,088
                                                                 ======         ======         ======         ======         ======

Total as a percentage of total assets ...................          1.02%          1.08%          0.79%          1.02%          0.80%
</TABLE>

         For the year ended December 31, 2004, gross interest income which would
have been recorded had the non-accruing loans been current in accordance with
their original terms amounted to $81,000.

         At December 31, 2004, there were no other loans or other assets that
are not disclosed 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.

         ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on our evaluation of 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, 2004, we had an allowance for loan
losses of $716,000.

                                       16
<PAGE>

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

<TABLE><CAPTION>
                                                                                             December 31,
                                                                   ---------------------------------------------------------------
                                                                    2004          2003           2002         2001           2000
                                                                   ---------------------------------------------------------------
                                                                                          (Dollars in Thousands)
<S>                                                                <C>           <C>           <C>           <C>           <C>
Balance at beginning of period: ..............................     $ 1,033       $   838       $   766       $   701       $   591
                                                                   -------       -------       -------       -------       -------
Charge-offs:
  One- to four-family ........................................          35            --            --            38            --
  Multi-family ...............................................          --            --            --            --            --
  Non-residential ............................................         377            --            --            28            --
  Construction ...............................................          --            --            --            --            --
  Consumer ...................................................          38            18            32            29            18
  Commercial business ........................................          91             5           372            --            --
                                                                   -------       -------       -------       -------       -------
     Total charge offs .......................................         541            23           404            95            18
                                                                   -------       -------       -------       -------       -------
Recoveries:
  One- to four family ........................................          --            --            --            --            --
  Multi-family ...............................................          --            --            --            --            --
  Non-residential ............................................          --            --            --            --            --
  Construction ...............................................          --            --            --            --            --
  Consumer ...................................................           1             4             3             8             4
  Commercial business ........................................          34            --            81            --            --
                                                                   -------       -------       -------       -------       -------
     Total recoveries ........................................          35             4            84             8             4
                                                                   -------       -------       -------       -------       -------

Net charge-offs ..............................................        (506)          (19)         (320)          (87)          (14)
Additions charged to operations ..............................         189           214           392           152           124
                                                                   -------       -------       -------       -------       -------
Balance at end of period .....................................     $   716       $ 1,033       $   838       $   766       $   701
                                                                   =======       =======       =======       =======       =======

Ratio of net charge-offs during the period to average loans
outstanding during the period ................................         .41%          .02%          .28%         0.08%         0.01%
                                                                   =======       =======       =======       =======       =======
Ratio of net charge-offs during the period to average
non-performing assets ........................................       25.29%         1.34%        21.65%         7.87%         1.37%
                                                                   =======       =======       =======       =======       =======
</TABLE>
                                       17
<PAGE>

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

<TABLE><CAPTION>
                                                                          December 31,
                              -----------------------------------------------------------------------------------------------------
                                            2004                               2003                               2002
                              -----------------------------------------------------------------------------------------------------
                                                     Percent                            Percent                            Percent
                                                     of Loans                           of Loans                           of Loans
                                            Loan     in Each                   Loan     in Each                   Loan     in Each
                              Amount of    Amounts   Category    Amount of    Amounts   Category    Amount of    Amounts   Category
                              Loan Loss      by      to Total    Loan Loss      by      to Total    Loan Loss      by      to Total
                              Allowance   Category     Loans     Allowance   Category     Loans     Allowance   Category     Loans
                              -----------------------------------------------------------------------------------------------------
                                                                      (Dollars in Thousands)
<S>                           <C>         <C>          <C>       <C>         <C>          <C>       <C>         <C>          <C>
One- to four-family .....     $    158    $ 87,607     66.65%    $    160    $ 78,948     64.43%    $    161    $ 81,827     69.64%
Multi-family ............           22       7,320      5.57           33      11,128      9.08           13       4,196      3.57
Non-residential .........          195      18,026     13.71          429      14,711     12.01          289      11,002      9.36
Construction and land ...           89       8,773      6.68           75       6,597      5.39           64       7,786      6.63
Consumer ................           64       7,269      5.53           68       6,981      5.69           59       6,151      5.23
Commercial business .....          109       2,444      1.86          140       4,158      3.40           66       6,546      5.57
Unallocated .............           79          --        --          128          --        --          186          --        --
    Total ...............     $    716    $131,439    100.00%    $  1.033    $122,523    100.00%    $    838    $117,508    100.00%

                                                            December 31,
                              ----------------------------------------------------------------------
                                             2001                                  2000
                              ----------------------------------------------------------------------
                                                       Percent                               Percent
                                                       of Loans                              of Loans
                                             Loan      in Each                     Loan      in Each
                              Amount of     Amounts    Category     Amount of     Amounts    Category
                              Loan Loss       by       to Total     Loan Loss       by       to Total
                              Allowance    Category      Loans      Allowance    Category      Loans
                              ----------------------------------------------------------------------
                                                       (Dollars in Thousands)
One- to four-family .....     $    195     $ 82,584      71.87%     $    154     $ 84,349      74.09%
Multi-family ............            7        3,433       2.99             7        2,189       1.92
Non-residential .........          160       10,095       8.78            29       10,156       8.92
Construction and land ...           11        4,442       3.87           236        5,895       5.18
Consumer ................           54        5,404       4.70            61        5,881       5.17
Commercial business .....          114        8,951       7.79            47        5,377       4.72
Unallocated .............          225           --         --           167           --         --
    Total ...............     $    766     $114,909     100.00%     $    701     $113,847     100.00%
</TABLE>



                                       18
<PAGE>

ACCOUNTS RECEIVABLE INVESTMENTS

         The Company purchases accounts receivable on both a direct and indirect
basis. These accounts receivable are secured by, among other activities,
trucking, health care, government contracts, commercial, cleaning, architectural
services and manufacturing. The Company purchases both individual receivables
and, to a lesser extent, interests in pools of receivables.

         The purchased accounts receivable are classified as "other assets" by
the Company. Like commercial business loans, these assets are subject to the
risk that the debtor is unable to obtain payment on the receivables. The Bank
underwrites these assets both on the ability of the debtor to pay on the
receivables as well as on the ability of the seller to repurchase the
receivables although, under the terms of the purchase agreements, the sellers
are in many cases not obligated to do so. In some cases, the Bank has acquired
credit insurance on a portion of the receivables. See "Note 9 of the Notes to
Consolidated Financial Statements."

         At December 31, 2004, the Company owned $3.4 million of accounts
receivable and interests in pools of receivables. On the same date, the Company
had $317,000 of loans classified by the Bank as non-residential loans which
resulted from the restructuring of a loan originally secured by accounts
receivable which restructuring included the Bank acquiring additional collateral
in the form of liens on both-non-residential and residential real estate in
addition to those same receivables.

INVESTMENT ACTIVITIES

         Most of our investments have historically consisted of U.S. Government
and agency securities with maturities of five years or less, mortgage backed
securities and short term assets. We also invest, to a limited degree, in
municipal securities, mutual funds and equity securities of other financial
companies. At December 31, 2004, 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, 2004, investment securities
totaled $4.9 million, or 3.11% of total assets. Included in this amount is a
$1.8 million investment in Federal Home Loan Bank ("FHLB") stock which is
required for membership in the FHLB of Indianapolis. It is our general policy to
purchase 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, 2004, the average term to maturity or repricing of
the investment portfolio was 2.7 years.


                                       19
<PAGE>

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

<TABLE><CAPTION>
                                                                                December 31,
                                                   ------------------------------------------------------------------------
                                                           2004                     2003                     2002
                                                   ------------------------------------------------------------------------
                                                   Carry          % of       Carry         % of       Carry          % of
                                                   Value          Total      Value         Total      Value          Total
                                                   ------------------------------------------------------------------------
                                                                                (Dollars in Thousands)
<S>                                                <C>                       <C>                       <C>
Interest-bearing deposits ....................     $4,424                    $3,660                    $8,504
                                                   ======                    ======                    ======

Investment securities available for sale:
  U.S. government securities .................      2,419         77.63%      1,265         47.82%      4,453         70.35%
  Municipal obligations ......................         --            --          --            --         107          1.69
  Corporate debt securities ..................         --            --         703         26.58       1,029         16.26
  Government securities mutual fund ..........        182          5.84         179          6.77         175          2.76
                                                   ------        ------      ------        ------      ------        ------

Total investments available for sale .........      2,601         83.47       2,147         81.17       5,764         91.06
                                                   ------        ------      ------        ------      ------        ------
Trading Securities:
  Common stock of other financial institutions        515         16.53         498         18.83         476          7.52
  Corporate debt securities ..................         --            --          --            --          90          1.42
                                                   ------        ------      ------        ------      ------        ------

     Total trading securities ................        515         16.53         498         18.83         566          8.94
                                                   ------        ------      ------        ------      ------        ------

     Total investment securities .............     $3,116        100.00%     $2,645        100.00%     $6,330        100.00%
                                                   ======        ======      ======        ======      ======        ======


Average remaining life of debt investment
  Securities .................................        2.7 years                 2.2 years                 1.5 years

  Stock in FHLB of Indianapolis ..............     $1,765                    $1,687                    $1,624
                                                   ======                    ======                    ======
</TABLE>

         The composition and maturities of the investment securities portfolio,
excluding FHLB stock, as of December 31, 2004 are indicated in the following
table.

<TABLE><CAPTION>
                                            Less Than        1 to 5          5 to 10          Over
                                             1 Year          Years            Years         10 Years    Total Investment Securities
                                           ----------------------------------------------------------------------------------------
                                           Carry Value     Carry Value     Carry Value     Carry Value     Carry Value   Fair Value
                                           ----------------------------------------------------------------------------------------
                                                                              (Dollars in Thousands)
<S>                                          <C>             <C>             <C>             <C>             <C>             <C>
U.S. government securities ............      $  397          $1,484          $  538          $   --          $2,419          $2,419
Marketable equity securities:
   Government securities mutual fund(1)          --              --              --             182             182             182
   Common stock of other financial
       institutions(1) ................          --              --              --             515             515             515
                                             ------          ------          ------          ------          ------          ------

Total .................................      $  397          $1,484          $  538          $  697          $3,116          $3,116
                                             ======          ======          ======          ======          ======          ======

Weighted average yield ................        1.63%           2.43%           6.07%           2.30%           2.94%
</TABLE>
____________________________
(1)   Marketable equity securities with no stated maturity are included in the
      "over 10 years" category.

                                       20
<PAGE>

         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 our Annual
Report to Shareholders. 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, 2004, 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.

<TABLE><CAPTION>
                                                                                              December 31,
                                                                    ---------------------------------------------------------------
                                                                          2004                   2003                   2002
                                                                    ---------------------------------------------------------------
                                                                    Carry        % of      Carry        % of      Carry       % of
                                                                    Value       Total      Value       Total      Value       Total
                                                                    ---------------------------------------------------------------
                                                                                         (Dollars in Thousands)
<S>                                                                 <C>          <C>       <C>          <C>       <C>         <C>
Mortgage-backed securities available for sale:
   GNMA .......................................................     $   92       4.02%     $  174       5.51%     $  457      17.29%
   FNMA .......................................................        880      38.50       1,234      39.11         532      20.13
   FHLMC ......................................................      1,064      46.54       1,501      47.58       1,654      62.58
Collateralized mortgage obligation available for sale:
   FNMA .......................................................        250      10.94         246       7.80          --         --
                                                                    ------     ------      ------     ------      ------     ------

     Total mortgage-backed securities .........................     $2,286     100.00%     $3,155     100.00%     $2,643     100.00%
                                                                    ======     ======      ======     ======      ======     ======
</TABLE>

         The following table shows mortgage-backed and related securities,
purchase, sale and repayment activities for the periods indicated.

<TABLE><CAPTION>
                                                                                             Year Ended December 31,
                                                                                ---------------------------------------------------
                                                                                 2004                  2003                  2002
                                                                                ---------------------------------------------------
                                                                                              (Dollars in Thousands)
<S>                                                                             <C>                   <C>                   <C>
Purchases:
----------
   Adjustable-rate ...............................................              $    --               $    --               $    --
   Fixed-rate ....................................................                   --                 2,258                   979
                                                                                -------               -------               -------
        Total purchases ..........................................                   --                 2,258                   979
                                                                                -------               -------               -------
Sales and Repayments:
---------------------
         Total sales .............................................                   --                    --                    --
                                                                                -------               -------               -------
Principal repayments .............................................                  802                 1,732                 1,421
                                                                                -------               -------               -------
         Total reductions ........................................                 (802)               (1,732)               (1,421)
                                                                                -------               -------               -------
Increase (decrease) in other items, net ..........................                  (67)                  (14)                   62
                                                                                -------               -------               -------
         Net increase (decrease) .................................              $  (869)              $   512               $  (380)
                                                                                =======               =======               =======
</TABLE>
                                       21
<PAGE>

         The following table sets forth the contractual maturities of our
mortgage-backed securities at December 31, 2004. 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.

<TABLE><CAPTION>
                                                                                                               December 31, 2004
                                                                 Due in                                      Balance Outstanding
                                         ------------------------------------------------------------------------------------------
                                        1 to 5           5 to 10          10 to 20         Over 20
                                         Years            Years            Years            Years            Fixed       Adjustable
                                         ------------------------------------------------------------------------------------------
                                                                             (Dollars in Thousands)
<S>                                     <C>              <C>              <C>              <C>              <C>              <C>
GNMA .........................          $   --           $   --           $   --           $   87           $   87           $   --
FNMA .........................              --              261               18              585              846               18
FHLMC ........................             304              225              423               99            1,051               --
CMO ..........................              --               --               --              250              250               --
                                        ------           ------           ------           ------           ------           ------
     Total ...................          $  304           $  486           $  441           $1,021           $2,234           $   18
                                        ======           ======           ======           ======           ======           ======
</TABLE>

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. Like all depository institutions, 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.

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

<TABLE><CAPTION>
                                                                                        Year Ending December 31,
                                                                     -------------------------------------------------------------
                                                                        2004                      2003                      2002
                                                                     -------------------------------------------------------------
                                                                                          (In thousands)
<S>                                                                  <C>                       <C>                       <C>
Opening balance ......................................               $ 108,334                 $ 109,331                 $ 102,210
Deposits .............................................                 248,684                   233,130                   234,272
Withdrawals ..........................................                (243,378)                 (236,479)                 (230,049)
Interest credited ....................................                   2,018                     2,352                     2,898
                                                                     ---------                 ---------                 ---------

Ending balance .......................................               $ 115,658                 $ 108,334                 $ 109,331
                                                                     =========                 =========                 =========

Net increase (decrease) ..............................               $   7,324                 $    (997)                $   7,121
                                                                     =========                 =========                 =========

Percent increase (decrease) ..........................                    6.76%                    (0.91)%                    6.97%
</TABLE>
                                       22
<PAGE>

         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.

<TABLE><CAPTION>
                                                                                           December 31,
                                                              ---------------------------------------------------------------------
                                                                     2004                      2003                   2002
                                                              ---------------------------------------------------------------------
                                                                          Percent                   Percent                Percent
                                                               Amount     of Total      Amount      of Total     Amount    of Total
                                                              ---------------------------------------------------------------------
                                                                                       (Dollars in Thousands)
<S>                                                            <C>            <C>       <C>            <C>       <C>            <C>
Transactions and Savings Deposits:
----------------------------------
Commercial Demand (0.00%(1)) ............................     $  3,270       2.83%     $  1,853       1.71%     $  1,350       1.23%
Passbook Accounts (1.25%(1)) ............................       21,604      18.68        19,850      18.32        17,624      16.12
NOW Accounts (0.75%(1)) .................................        9,351       8.08         8,581       7.92         8,090       7.40
Money Market Accounts (tiered) ..........................       14,880      12.87        14,107      13.02        10,033       9.18
                                                              --------     ------      --------     ------      --------     ------

Total Non-Certificates ..................................       49,105      42.46        44,391      40.97        37,097      33.93
                                                              --------     ------      --------     ------      --------     ------
Certificates:
-------------
0.76 - 2.00% ............................................       15,023      12.99        21,279      19.64         2,615       2.39
2.01 - 3.00% ............................................       37,430      32.36        23,108      21.33        27,353      25.02
3.01 - 4.00% ............................................        9,871       8.53        11,831      10.92        30,642      28.03
4.01 - 5.00% ............................................        3,934       3.40         6,842       6.32         9,261       8.47
5.01 - 6.00% ............................................          253       0.22           498       0.46         1,333       1.22
6.01 - 7.00% ............................................           42       0.04           385       0.36           997       0.91
7.01 - 8.00% ............................................         --         --            --         --              33       0.03
                                                              --------     ------      --------     ------      --------     ------

Total Certificates ......................................       66,553      57.54        63,943      59.03        72,234      66.07
                                                              --------     ------      --------     ------      --------     ------
Total Deposits ..........................................     $115,658     100.00%     $108,334     100.00%     $109,331     100.00%
                                                              ========     ======      ========     ======      ========     ======
</TABLE>
_______________________
(1) Rates in effect at December 31, 2004.

                                       23
<PAGE>

         The following table shows rate and maturity information for our
certificates of deposit as of December 31, 2004.

<TABLE><CAPTION>
                                             0.76-         2.01-        3.01-        4.01-        5.01-                  Percent
                                             2.00%         3.00%        4.00%        5.00%        7.00%       Total      of Total
                                            -------------------------------------------------------------------------------------
                                                                       (Dollars in Thousands)
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>            <C>
Certificate account maturing in
quarter ending:
---------------
March 31, 2005 ..........................   $ 5,560      $ 3,470      $ 2,506      $ 3,534      $    43      $15,113        22.71%
June 30, 2005 ...........................     3,866       14,056          186          131          249       18,488        27.78
September 30, 2005 ......................     1,645        3,459            6           17            3        5,130         7.71
December 31, 2005 .......................     2,837        2,975          351           --           --        6,163         9.26
March 31, 2006 ..........................       643        5,006          795           94           --        6,538         9.82
June 30, 2006 ...........................       446        4,444          198          158           --        5,246         7.88
September 30, 2006 ......................        24        2,189          328           --           --        2,541         3.82
December 31, 2006 .......................        --          222        3,402           --           --        3,624         5.44
March 31, 2007 ..........................        --          219        1,444           --           --        1,663         2.50
June 30, 2007 ...........................        --          857          207           --           --        1,064         1.60
September 30, 2007 ......................        --          238           72           --           --          310         0.47
December 31, 2007 .......................        --           59          151           --           --          210         0.31
Thereafter ..............................         2          236          225           --           --          463         0.70
                                            -------      -------      -------      -------      -------      -------       ------

    Total ...............................   $15,023      $37,430      $ 9,871      $ 3,934      $   295      $66,553       100.00%
                                            =======      =======      =======      =======      =======      =======       ======


    Percent of total ....................     22.57%       56.24%       14.83%        5.91%        0.45%                   100.00%
                                            =======      =======      =======      =======      =======                    ======
</TABLE>

         The following table indicates the amount of our certificates of deposit
and other deposits by time remaining until maturity as of December 31, 2004.

<TABLE><CAPTION>
                                                                                            Maturity
                                                                -------------------------------------------------------------------
                                                                                 Over          Over
                                                               3 Months         3 to 6        6 to 12        Over
                                                                or Less         Months        Months      12 Months          Total
                                                                -------------------------------------------------------------------
                                                                                (Dollars in Thousands)
<S>                                                             <C>            <C>            <C>            <C>            <C>
Certificates of deposit less than $100,000 ..............       $12,501        $14,188        $ 8,738        $16,898        $52,325

Certificates of deposit of  $100,000 or more ............         2,612          4,300          2,555          4,761         14,228
                                                                -------        -------        -------        -------        -------

Total certificates of deposit ...........................       $15,113        $18,488        $11,293        $21,659        $66,553
                                                                =======        =======        =======        =======        =======
</TABLE>

         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, 2004, we had $19.0 million in Federal Home Loan Bank advances
outstanding. From time to time during recent years we have utilized short-term
borrowings, most of which had original maturities of 12 to 36 months, in order
to fund loan demand. To the extent such borrowings are different than the
average term to repricing of our deposits, they can change our interest rate
risk profile. See "Management Discussion and Analysis - Asset/Liability
Management" in the Annual Report.

                                       24
<PAGE>

         The following table sets forth certain information as to our
borrowings, all of which consisted of FHLB advances, during the period ending on
the dates indicated.

<TABLE><CAPTION>
                                                                                                       December 31,
                                                                                      ---------------------------------------------
                                                                                        2004              2003               2002
                                                                                      ---------------------------------------------
                                                                                                  (Dollars in Thousands)
<S>                                                                                   <C>                <C>                <C>
Average balance outstanding ...............................................           $18,128            $18,154            $22,214
Maximum amount outstanding at any month-end during the period .............            19,130             19,297             23,956
Balance outstanding at end of period ......................................            18,954             16,130             20,297
Weighted average interest rate during the period ..........................              4.96%              5.44%              5.33%
Weighted average interest at end of period ................................              4.70               5.24               5.38
</TABLE>

SUBSIDIARIES

         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. Prior to the current year, NIFCO sold annuities and
securities. As of December 31, 2003, the activities of NIFCO were effectively
transferred to the Bank.

         In the past, Ridge Management engaged in lending and investment
activity, although it is currently essentially inactive. For the year ended
December 31, 2004, Ridge Management had no activity.

         We also own all of the common securities of AMB Financial Statutory
Trust I which was created in connection with the issuance in March 2002 of $5.0
million of trust preferred securities.

REGULATION

         American Savings is a federally chartered savings and loan association,
the deposits of which are federally insured by the FDIC 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
that has 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, respectively. 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 capital and surplus (except for loans
fully secured by certain readily marketable collateral, in which case this limit
is increased to 25% of capital and surplus). At December 31, 2004, our lending
limit under this

                                       25
<PAGE>

restriction was approximately $2.1 million. At December 31, 2004, 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.

         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, 2004, American Savings met the criteria for a well-capitalized
institution.

         The current premium schedule for Bank Insurance Fund and Savings
Association Insurance Fund insured institutions range 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, 2003, this amount was
equal to 1.44% 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 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, 2004, American
Savings had tangible capital of $14.0 million, or 9.02% of adjusted total
assets, which is approximately $11.7 million above the minimum requirement of
1.5% of adjusted total assets in effect on that date. At December 31, 2004,
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, 2004, we
had core capital equal to $14.0 million, or 9.02% of adjusted total assets,
which is $9.4 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

                                       26
<PAGE>

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.

         On December 31, 2004, we had total risk-based capital of approximately
$14.6 million, including $14.0 million in core capital and $600,000 in
qualifying supplementary capital, and risk-weighted assets of $94.7 million, or
total capital of 15.44% of risk-weighted assets. This amount was $7.0 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 the savings association 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 prior
approval of the Office of Thrift Supervision provided we notify the Office of
Thrift Supervision at least 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.

                                       27
<PAGE>

         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 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, 2004, American Savings met the test and has
always met the test since its effectiveness. American Savings' qualified thrift
lender percentage was 78.76% at December 31, 2004.

         Any savings institution that fails to meet the qualified thrift lender
test must convert to a 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 May 2004 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 association's 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 and file reports with the
Office of Thrift Supervision and are subject to regulation and examination by
the Office of Thrift

                                       28
<PAGE>

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.

         USA PATRIOT ACT. The USA Patriot Act was signed into law on October 26,
2001. The USA Patriot Act gives the federal government new powers to address
terrorist threats through enhanced domestic security measures, expanded
surveillance powers, increased information sharing and broadened anti-money
laundering requirements. The USA Patriot Act also requires the federal banking
agencies to take into consideration the effectiveness of controls designed to
combat money laundering activities in determining whether to approve a merger or
other acquisition application of a member institution. Accordingly, if we engage
in a merger or other acquisition, our controls designed to combat money
laundering would be considered as part of the application process. The Company
has established policies, procedures and systems designed to comply with these
regulations.

         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.

         SARBANES OXLEY ACT OF 2002. On July 30, 2002, President Bush signed
into law the Sarbanes-Oxley Act of 2002, which contains important new
requirements for public companies in the area of financial disclosure and
corporate governance. Among the requirements of the Sarbanes-Oxley Act of 2002
are written certifications by our Chief Executive Officer and Chief Financial
Officer of our quarterly and annual reports filed with the SEC, as well as
disclosures regarding our internal controls and procedures. In response to the
Sarbanes-Oxley Act of 2002 and the related regulations, the Company has reviewed
and amended its practices, policies and procedures to ensure our ability to
comply with the requirements of the Act.

         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, 2004, 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

                                       29
<PAGE>

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, 2004, American Savings had $1.8 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, 2004, dividends paid by the Federal Home
Loan Bank of Indianapolis to American Savings totaled $75,000, which constituted
a $10,000 decrease from the amount of dividends received in fiscal 2003. Over
the past five fiscal years these dividends have averaged 6.24% and were 4.31%
for fiscal 2004.

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,
2004, 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% financial
institution tax on the net income of financial (including thrift) institutions.
Taxable income for financial institution tax purposes will constitute federal
taxable income before net operating loss deductions and special deductions,
adjusted for certain items,

                                       30
<PAGE>

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
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, 2004, we estimate our
market share of savings deposits in the Lake County, Indiana market area to be
approximately 1.82%.

         The Company also experiences competition from online financial service
providers.

EMPLOYEES

         At December 31, 2004, we had a total of 35 employees, including 7
part-time employees. Our employees are not represented by any collective
bargaining group. We consider employee relations to be good.








                                       31
<PAGE>

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, 2004.

<TABLE><CAPTION>
                                                     Owned             Total
                                    Year               Or           Approximate            Book Value at
Location                          Acquired           Leased        Square Footage        December 31, 2004
----------------------------------------------------------------------------------------------------------
                                                                                      (Dollars in Thousands)
<S>                                  <C>                                 <C>                       <C>
MAIN OFFICE:

8230 Hohman Avenue
Munster, Indiana                     1963             Owned              8,400                     $74

BRANCH OFFICES:

1001 Main Street
Dyer, Indiana                        2000             Owned(1)          16,000                  $1,775

4521 Hohman Avenue
Hammond, Indiana                     1983             Owned              1,600                     $83
</TABLE>
________________________
(1)   Our branch office occupies 5,300 square feet of this building.  The
      balance of the property is leased.

         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, 2004 was $39,000.

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, 2004.


                                       32
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------

         Page ___ of the Annual Report to Shareholders attached as Exhibit 13 is
herein incorporated by reference.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-------------------------------------------------------------------

         Pages ___ through ___ of the Annual Report to Shareholders attached as
Exhibit 13 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 Auditors............................................... 18

Consolidated Statements of Financial Condition (December 31, 2004 and 2003).. 19

Consolidated Statements of Income (For the Years Ended December 31, 2004,
2003 and 2002)............................................................... 20

Consolidated Statements of Changes in Stockholders' Equity (For the Three
Years Ended December 31, 2004, 2003 and 2002)................................ 21

Consolidated Statements of Cash Flows (For the Years Ended December 31, 2004,
2003 and 2002)............................................................... 22

Notes to Consolidated Financial Statements................................... 23

         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.

ITEM 8A.   CONTROLS AND PROCEDURES.
----------------------------------

         The Company has adopted disclosure controls and procedures designed to
facilitate the Company's financial reporting. The disclosure controls currently
consist of communications among the Chief Executive Officer, the Chief Financial
Officer and each department head to identify any transactions, events, trends,
risks or contingencies which may be material to the Company's operations. The
Company's disclosure controls also contain certain elements of its internal
controls adopted in connection with applicable accounting and regulatory
guidelines. Finally, the Chief Executive Officer, Chief Financial Officer, the
Audit Committee and the

                                       33
<PAGE>

Company's independent auditors also meet on a quarterly basis and discuss the
Company's material accounting policies. The Company's Chief Executive Officer
and Chief Financial Officer have evaluated the effectiveness of these interim
disclosure controls as of the end of the period covered by this report and found
them to be adequate.

         The Company maintains internal control over financial reporting. There
have not been any significant changes in such internal control over the
financial reporting in the last quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

ITEM 8B.   OTHER INFORMATION.
----------------------------

       None.

































                                       34
<PAGE>

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
-----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

         Information concerning the directors, executive officers and Section
16(a) compliance is incorporated herein by reference from the definitive proxy
statement for the annual meeting of stockholders to be held in 2005, a copy of
which will be filed not later than 120 days after the close of fiscal year.

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 2005, 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 2005, a copy of
which will be filed not later than 120 days after the close of the fiscal year.

         The following table sets forth information with respect to securities
to be issued under AMB Financial's compensation plans as of December 31, 2004.

<TABLE><CAPTION>
====================================================================================================================================
                                                 (a)                              (b)                        (c)
====================================================================================================================================
<S>                                              <C>                              <C>                        <C>
Plan Category                                    Number of securities to be       Weighted-average           Number of securities
                                                 issued upon exercise of          exercise price of          remaining available
                                                 outstanding options, warrants    outstanding options,       for future issuance
                                                 and rights                       warrants and rights        under equity
                                                                                                             compensation plans
                                                                                                             [excluding securities
                                                                                                             reflected in column
                                                                                                             (a)]
====================================================================================================================================
Equity compensation plans approved by
security holders:

1.  Recognition and Retention Plan               1.          N/A                  1.       N/A               1.       2,528
2.  1996 Stock Option and Incentive Plan         2.       116,862                 2.      $6.80              2.      23,194
====================================================================================================================================
Equity compensation plans not approved by
security holders                                             N/A                            N/A                         N/A
====================================================================================================================================
Total                                                     116,862                         $6.80                      25,722
====================================================================================================================================
</TABLE>

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 2005, a copy of which will be filed
not later than 120 days after the close of the fiscal year.


                                       35
<PAGE>

ITEM 13.   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 Options 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
     14       Code of Ethics..................................         *****
     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
    31.1      Certification of Chief Executive Officer
              pursuant to Section 302 of the Sarbanes-Oxley
              Act of 2002.....................................          31.1
    31.2      Certification of Chief Financial Officer
              pursuant to Section 30 of the Sarbanes-Oxley
              Act of 2002.....................................          31.2
    32.1      Certification of Chief Executive Officer
              pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002.....................................          32.1
    32.2      Certification of Chief Financial Officer
              pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002.....................................          32.2
     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.
*****    Filed on March 30, 2004 as an exhibit to Registrant's Annual Report on
         Form 10-KSB for the year ended December 31, 2003 and incorporated here
         by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

         Information concerning principal accountant fees and services is
incorporated herein by reference from the definitive Proxy Statement for the
Annual Meeting of Stockholders to be held in April 2005, a copy of which will be
filed not later than 120 days after the close of the fiscal year.

                                       36
<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:    March 23, 2005                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: March 23, 2005

By:  /s/ Daniel T. Poludniak
   ----------------------------------------------
     Daniel T. Poludniak, Vice-President,
     Treasurer and Chief Financial Officer
     (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

Date: March 23, 2005



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



Date: March 23, 2005                           Date: March 23, 2005



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



Date: March 23, 2005                           Date: March 23, 2005



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



Date: March 23, 2005

                                       37
<PAGE>

                                INDEX TO EXHIBITS

  Exhibit No.                       Document
----------------- --------------------------------------------------------------
       13         Annual Report

       21         Subsidiaries of the Registrant

       23         Consent of Cobitz, VandenBerg & Fennessy

      31.1        Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

      31.2        Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

      32.1        Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

      32.2        Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002





















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