================================================================================

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


                                   FORM 10-KSB
                                 AMENDMENT NO. 1


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
                                                                 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 $10.2 million in gross income for the year ended
December 31, 2002.

     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, 2002 was $5.2 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 11, 2003, there were issued and outstanding 770,663 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, 2002. Part III of Form 10-KSB - Proxy
             Statement for the 2003 Annual Meeting of Stockholders.

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

                                Explanatory Note

This Amendment No. 1 to our Annual Report on Form 10-KSB/A amends our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2002 that was
originally filed on March 31, 2003, in order to include the Certifications of
the Chief Executive Officer and the Chief Financial Officer required under
Exchange Act Rules 13a-14 and 15d-14 and the Certification of the Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

<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    acquisitions or other investments in expansion;
     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 1,124,125 shares
of its common stock to AMB Financial. The principal asset of AMB Financial is
the outstanding stock of American Savings. AMB Financial presently has no
separate operations and its business consists only of the business of American
Savings. All references to AMB Financial, unless otherwise indicated, at or
before March 29, 1996 refer to American Savings. References in this Form 10-KSB
to "we", "us" and "our" refer to AMB Financial and/or American Savings as the
context requires.

     We are a community-based financial institution that offers a variety of
selected financial services to meet the needs of the community we serve. We
attract deposits from the general public and use such deposits to originate and
purchase one- to four-family residential mortgages and, to a lesser extent, non-
residential real estate, commercial business, consumer, construction,
multi-family real estate, and land loans. We also invest in mortgage-backed
securities, investment securities consisting primarily of U.S. government
obligations and various types of short-term liquid assets. See "- Lending
Activities" and "- Investment Activities."

     We serve the financial needs of families and local businesses in our
primary market area, northwest Lake County, Indiana, through our main office
located in Munster, Indiana and two branch offices located in the communities of
Dyer and Hammond, Indiana. Our deposits are insured up to applicable limits by
the Federal Deposit Insurance Corporation (the "FDIC"). At December 31, 2002, we
had total assets of $149.7 million, deposits of $109.3 million and stockholders'
equity of $11.8 million or 7.91% of total assets.

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

LENDING ACTIVITIES

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

                                        3
<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,
                                 --------------------------------------------------------------------------------------------------
                                        2002                2001                2000                1999                1998
                                 --------------------------------------------------------------------------------------------------
                                  Amount    Percent   Amount    Percent   Amount    Percent   Amount    Percent   Amount    Percent
                                 --------------------------------------------------------------------------------------------------
                                                                       (Dollars in Thousands)
Real Estate Loans:
-----------------
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 One- to four-family.............$ 81,927     69.72% $ 82,584     71.87% $ 84,349     74.09% $ 82,210     76.11% $ 63,369     69.69%
 Multi-family....................   3,992      3.40     3,433      2.99     2,189      1.92     2,144      1.98     2,446      2.69
 Non-residential.................  10,727      9.13    10,095      8.78    10,156      8.92     8,775      8.12    10,370     11.40
 Construction....................   5,454      4.64     3,090      2.69     4,854      4.26     4,279      3.96     2,522      2.77
 Land............................   1,658      1.41     1,352      1.18     1,041      0.92       632      0.59     1,227      1.35
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total real estate loans..... 103,758     88.30   100,554     87.51   102,589     90.11    98,040     90.76    79,934     87.90
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------

Other Loans:
-----------
 Consumer Loans:
  Deposit account................     137      0.11       123      0.11       213      0.19       147      0.13       172      0.19
  Credit Card....................     443      0.38       448      0.39       437      0.38       439      0.41       414      0.46
  Home improvement...............     --        --        --        --        --        --        --        --         10      0.01
  Line of credit.................   4,499      3.83     3,711      3.23     4,130      3.63     3,336      3.09     3,552      3.91
  Other .........................   1,163      0.99     1,122      0.97     1,101      0.97     1,059      0.98     1,244      1.37
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total consumer loans........   6,242      5.31     5,404      4.70     5,881      5.17     4,981      4.61     5,392      5.93
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
 Commercial business loans.......   7,508      6.39     8,951      7.79     5,377      4.72     4,999      4.63     5,607      6.17
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total loans receivable...... 117,508    100.00%  114,909    100.00%  113,847   100.00%   108,020    100.00%   90,933    100.00%
                                 --------  ========  --------  ========  --------  ========  --------  ========  --------  ========

Less:
----
 Loans in process................   2,505               1,698                 677               1,523                 569
 Net deferred yield adjustments..    (153)                (68)                (13)                 (4)                 95
 Allowance for losses............     838                 766                 701                 591                 507
                                 --------            --------            --------            --------            --------
 Total loans receivable, net.....$114,318            $112,513            $112,482            $105,910            $ 89,762
                                 ========            ========            ========            ========            ========
</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,
                                 --------------------------------------------------------------------------------------------------
                                        2002                2001                2000                1999                1998
                                 --------------------------------------------------------------------------------------------------
                                  Amount    Percent   Amount    Percent   Amount    Percent   Amount    Percent   Amount    Percent
                                 --------------------------------------------------------------------------------------------------
                                                                       (Dollars in Thousands)
Fixed-Rate Loans:
 Real estate:
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
  One- to four-family............$ 63,647     54.17% $ 60,844     52.95% $ 52,798     46.38% $ 50,067     46.35% $ 39,243     43.16%
  Multi-family...................   2,718      2.31     1,877      1.63       579      0.51       618      0.57       688      0.76
  Non-residential................   8,121      6.91     8,215      7.15     7,552      6.63     5,160      4.78     2,685      2.95
  Construction...................   1,247      1.06     1,048      0.91     4,693      4.12     3,799      3.52     1,242      1.37
  Land...........................     285      0.25       416      0.36       339      0.30       286      0.27       338      0.37
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total real estate loans.....  76,018     64.70    72,400     63.00    65,961     57.94    59,930     55.49    44,196     48.60
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
 Consumer........................   1,721      1.46     1,693      1.47     1,751      1.54     1,645      1.52     1,840      2.02
 Commercial business.............   4,551      3.87     5,784      5.03     4,046      3.55     3,227      2.99     5,026      5.53
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total fixed-rate loans......  82,290     70.03    79,877     69.50    71,758     63.03    64,802     60.00    51,062     56.15
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------

Adjustable-Rate Loans:
 Real estate:
  One- to four-family............  18,280     15.55    21,740     18.92    31,551     27.71    32,143     29.76    24,126     26.53
  Multi-family...................   1,274      1.09     1,556      1.36     1,610      1.41     1,526      1.41     1,758      1.93
  Non-residential................   2,606      2.22     1,880      1.63     2,604      2.29     3,615      3.34     7,685      8.45
  Construction...................   4,207      3.58     2,042      1.78       161      0.14       480      0.44     1,280      1.41
  Land ..........................   1,373      1.16       936      0.82       702      0.62       346      0.32       889      0.98
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total real estate loans.....  27,740     23.60    28,154     24.51    36,628     32.17    38,110     35.27    35,738     39.30
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
 Consumer........................   4,521      3.85     3,711      3.23     4,130      3.63     3,336      3.09     3,552      3.91
 Commercial business.............   2,957      2.52     3,167      2.76     1,331      1.17     1,772      1.64       581      0.64
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
     Total adjustable-rate loans.  35,218     29.97    35,032     30.50    42,089     36.97    43,218     40.00    39,871     43.85
                                 --------  --------  --------  --------  --------  --------  --------  --------  --------  --------

     Total loans receivable...... 117,508    100.00%  114,909    100.00%  113,847    100.00%  108,020    100.00%   90,933    100.00%
                                 --------  ========  --------  ========  --------  ========  --------  ========  --------  ========

Less:
 Loans in process................   2,505               1,698                 677               1,523                         569
 Net deferred yield adjustment...    (153)                (68)                (13)                 (4)                         95
 Allowance for loan losses.......     838                 766                 701                 591                         507
                                 --------            --------            --------            --------                    --------
    Total loans receivable, net..$114,318            $112,513            $112,482            $105,910                     $89,762
                                 ========            ========            ========            ========                     =======
</TABLE>

                                        5
<PAGE>

     The following table illustrates the interest rate sensitivity of the loan
portfolio at December 31, 2002. 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
                                 ----------------------------------------------------------
                                                       Multi-family and
                                 One- to Four-Family   Non-residential      Construction            Land              Consumer
                                 --------------------------------------------------------------------------------------------------
                                           Weighted            Weighted            Weighted            Weighted            Weighted
                                            Average             Average             Average             Average             Average
                                  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>
2003.............................$    590      7.01% $  1,160      6.43% $  1,043      8.51% $  1,450      5.76% $  5,134      6.06%
2004 to 2005.....................   4,870      7.37     4,209      8.05     3,724      4.38       --        --        309      8.18
2006 and  2007...................   4,316      7.39     2,794      7.46       --        --        208      8.50       418      7.29
2008 to 2012.....................  12,399      6.54     4,319      7.23       --        --        --        --        349      6.88
2013 to 2022.....................  31,545      6.86       819      8.58       687      6.75       --        --         32      9.00
2023 and following...............  28,207      7.02     1,418      7.94       --        --        --        --        --        --
                                 --------            --------            --------            --------            --------
   Total.........................$ 81,927      6.9%  $ 14,719      7.59% $  5,454      5.47% $  1,658      6.10% $  6,242      6.31%
                                 ========            ========            --------            ========            --------

                                     Commercial
                                      Business              Total
                                 --------------------------------------
                                           Weighted            Weighted
                                            Average             Average
                                  Amount     Rate     Amount     Rate
                                 --------------------------------------
                                         (Dollars in Thousands)
Due During the Period
Ending December 31,
---------------------------
2003.............................$  2,997      6.32% $ 12,374      6.37%
2004 to 2005.....................   1,235      7.31    14,347      6.81
2006 and  2007...................   1,656      6.81     9,392      7.33
2008 to 2012.....................   1,500      7.02    18,567      6.75
2013 to 2022.....................     120      8.62    33,203      6.91
2023 and following...............     --        --     29,625      7.06
                                 --------            --------
   Total.........................$  7,508      6.67% $117,508      6.90%
                                 ========            ========
</TABLE>

     The total amount of loans due after December 31, 2003 which have
predetermined interest rates is $78.8 million. The total amount of loans due
after such dates which have floating or adjustable interest rates is $26.3
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, 2002, our
regulatory loan-to-one borrower limit was approximately $1.7 million. On the
same date, we had no borrowers with outstanding balances in excess of this
amount. As of December 31, 2002, the largest dollar amount of indebtedness to
one borrower or group of related borrowers was a $1.0 million motel loan located
in Lansing, 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,
2002, $81.9 million, or 69.72% of our loan portfolio consisted of permanent
loans on one- to four-family residences. At that date, the average outstanding
residential loan balance was $87,000 and the largest outstanding residential
loan had a principal balance of $1.0 million. 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. 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, 2002, we had $21.3 million of
fixed-rate residential loans with less than 10 years to contractual maturity,
$26.7 million of fixed-rate residential loans with remaining contractual
maturities between 10 and 20 years and $15.6 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, 2002 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

                                        7
<PAGE>

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 into fixed-rate loans, do not contain prepayment penalties and do
not produce negative amortization. Adjustable rate mortgage loans may be assumed
provided home buyers meet our underwriting standards and the applicable fees are
paid. At December 31, 2002, the total balance of one- to four-family adjustable
rate mortgages was $18.3 million. During 2002, we purchased $2.7 million of
adjustable rate one- to four-family first mortgage loans.

     Our balloon loans generally carry seven year terms and 30 year amortization
schedules. On December 31, 2002, we had $17.1 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, 2002, we had ten one- to four-family residential
mortgage loans having an aggregate balance of $5.1 million with current balances
in excess of $300,700, the 2002 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, to a lesser extent purchase, permanent multi-family and non-residential
real estate loans in our primary market area. We have increased these portfolios
in recent years in accordance with our asset/liability management policy. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Asset/Liability Management" in the Annual Report. At December 31,
2002, we had $14.7 million in multi-family and non-residential real estate
loans, representing 12.53% of the gross loan portfolio.

     The multi-family loan portfolio includes loans secured by five or more unit
residential buildings located primarily in our primary market area. Our
non-residential real estate loan portfolio consists of loans on a variety of
non-residential properties including retail facilities, small office buildings
and motel/hotels.

     We originate and purchase both adjustable-and fixed-rate multi-family and
non-residential real estate loans. Rates on our adjustable-rate multi-family and
non-residential real estate loans generally adjust in a manner consistent with
our one- to four-family residential adjustable rate mortgages. Multi- family and
non-residential real estate loans are generally underwritten in amounts of up to
80% of the appraised value of the underlying property and normally have terms up
to 25 years.

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

                                        8
<PAGE>

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

     The table below sets forth by type of security property the estimated
number, loan amount and outstanding balance of our multi-family and
non-residential real estate loans at December 31, 2002.


                                                                    OUTSTANDING
                                 NUMBER OF         ORIGINAL          PRINCIPAL
                                   LOANS         LOAN AMOUNT          BALANCE
                                 ----------------------------------------------
                                            (Dollars in Thousands)

MULTI-FAMILY.....................   14             $ 3,089            $ 3,992
OFFICE...........................    5               1,565              1,529
RETAIL...........................    6               2,810              2,625
COMMERCIAL BUILDING..............   11               1,747              1,453
RESTAURANTS......................    6               1,880              1,353
HOTEL............................    6               3,143              2,836
NURSING HOME.....................    1                 500                475
OTHER............................    1                 467                456
                                   ---             -------            -------
   TOTAL.........................   50             $15,201            $14,719
                                   ===             =======            =======

     At December 31, 2002, our largest multi-family and largest non-residential
real estate loans totaled $513,000 and $1.0 million, and consisted of a fifteen
unit apartment building and a motel located in Northern Indiana, respectively.
As of December 31, 2002, 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, 2002, we did not have any multi-family loans which
were 90 days or more delinquent.

     CONSTRUCTION LENDING. We make construction loans to individuals for the
construction of their primary or secondary residences and loans to builders or
developers for the construction of single-family and multi-family properties.

     Loans to individuals for the construction of their residences typically run
for six months. The borrower pays interest only during the construction period.
Residential construction loans are generally underwritten pursuant to the same
guidelines used for originating permanent residential loans. 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 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

                                        9
<PAGE>

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, 2002, we did not have any construction loans with
outstanding aggregate balances secured by one- to four-family residential
property built on speculation.

     We also occasionally provide construction financing on multi-family and
commercial real estate. However, there were no loans of this type outstanding as
of December 31, 2002. Additionally, we participate with other lenders in loans
to developers and builders to finance multi-family housing and commercial
property construction. At December 31, 2002, we were involved in six
participation construction loans with an outstanding aggregate balance of $4.6
million (including $2.1 million 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, 2002, we
had $1.7 million in loans secured by land, representing 1.41% 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, 2002, we have not experienced significant losses in
connection with our land lending. See "Delinquencies and Non-Performing Assets."

                                       10

<PAGE>

     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,
2002, the consumer loans totaled $6.2 million representing 5.31% 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.

     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, 2002, we had $4.5 million of home equity lines
of credit and $3.7 million of additional funds committed, but undrawn, under
such lines.

     We also offer a Visa credit card program. At December 31, 2002,
approximately 430 credit cards had been issued, with an aggregate outstanding
loan balance of $443,000 and unused credit available of $493,000. 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, 2002, $168,000, or approximately
2.69% 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 are increasing our portfolios of
commercial business loans. However, 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

                                       11
<PAGE>

from the cash flow of the borrower's business. As a result, the availability of
funds for the repayment of commercial business loans may be substantially
dependent on the success of the business itself (which, in turn, may be
dependent upon the general economic environment).

     During the past five years, we have originated commercial business loans to
businesses such as small retail operations, small manufacturing concerns and
professional firms. Included in commercial business loans as of December 31,
2002 were $3.6 million 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, 2002, the
outstanding balance on these leases was $2.0 million. In general, the leases are
full-payout finance leases in which the lease payments effectively repay the
lessor for the purchase price of the equipment, plus an acceptable yield. The
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 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 made $308,000 of net
charge-offs with respect to these leases during fiscal 2002. A major financial
institution had entered into agreements to act as escrow agent collecting
payments for the investors in these leases. However, these escrow accounts were
never established and it appears that certain officers of that institution
conspired with the leasing company and entered into those agreements without the
proper approval. A lawsuit has been filed by approximately 40 of the investor
financial institutions charging that the escrow agent was negligent in its
responsibilities to monitor payments and otherwise acted to the detriment of the
investors. American Savings is a party to that suit. As of December 31, 2002,
none of such leases were classified as non-performing.

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

                                       12
<PAGE>

     The following table sets forth the Company's commercial business loans as
of December 31, 2002.

                                                       PERCENT OF
             TYPE                         AMOUNT       PORTFOLIO
             ----                         ------       ---------
                                          (Dollars in Thousands)
     Equipment leases                     $1,967         26.20%
     Accounts receivable                  $  219          2.92%
     Other                                $5,322         70.88%
                                          ------        -------
     Total                                $7,508        100.00%
                                          ======        =======


ORIGINATIONS, PURCHASES AND SALES OF LOANS

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

     We purchase loans from third parties to supplement loan production. In
particular, we may purchase loans of a type which are not available or available
with as favorable terms in our own market area. We generally use the same
underwriting standards in evaluating loan purchases as we do in originating
loans. We will continue to evaluate loan purchase opportunities as they arise
and make purchases in the future depending on market conditions. At December 31,
2002, approximately $38.9 million of the loan portfolio was serviced by others
and we did not service any loans for others.

     Our ability to originate large dollar volumes of real estate loans may be
substantially reduced or restricted in periods of rising interest rates, with a
resultant decrease in related fee income and operating earnings.









                                       13
<PAGE>

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

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

                                              2002        2001        2000
                                            --------------------------------
                                                     (In thousands)
Originations by type:
 Adjustable rate:
  Real estate - one- to four-family........ $    158    $    928    $  2,486
                - multi-family.............      --          --          128
                - non-residential..........      --          186         --
                - construction.............      488         --          --
                - land.....................    2,185         615         928
  Non-real estate - consumer...............    5,680       4,171       4,615
                - commercial business......      611       2,817         842
                                            --------    --------    --------
         Total adjustable-rate.............    9,122       8,717       8,999
                                            --------    --------    --------
 Fixed rate:
  Real estate - one- to four-family........   17,264      16,590       7,439
                - multi-family.............      690         240         --
                - non-residential..........    1,280         290       1,885
                - construction.............      382         180         351
                - land.....................       40         150         132
  Non-real estate - consumer...............    3,108       1,693       2,450
                - commercial business......    1,356       1,966         654
                                            --------    --------    --------
         Total fixed-rate..................   24,120      21,109      12,911
                                            --------    --------    --------
         Total loans originated............   33,242      29,826      21,910
                                            --------    --------    --------

Purchases:
  Real estate - one- to four-family........    7,454(1)    3,468       3,078
                - multi-family.............      517         --          --
                - non-residential..........    1,012       2,167         150
                - construction.............    2,445       1,430       1,557
  Non-real estate - commercial business....    3,158(3)    4,455(2)    1,981
                                            --------    --------    --------
         Total loans purchased.............   14,586      11,520       6,766
                                            --------    --------    --------
         Total additions...................   47,828      41,346      28,676
                                            --------    --------    --------
         Total loans sold..................      --          --          --
  Principal repayments.....................   44,796      40,159      22,831
                                            --------    --------    --------
         Net before other items............    3,032       1,187       5,845
                                            --------    --------    --------
Increase (decrease) in other items, net....   (1,227)     (1,156)        727
                                            --------    --------    --------
         Net increase...................... $  1,805    $     31    $  6,572
                                            ========    ========    ========

-----------
(1) Included $2.7 million of adjustable rate one-to-four family mortgage loans.
(2) Consisted of equipment leases.
(3) Consisted of medical equipment leases and time shares/resort contracts.

                                       14
<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, 2002.

<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)
Real Estate:
<S>                           <C>        <C>         <C>         <C>       <C>          <C>          <C>        <C>           <C>
  One- to four-family......      7       $471         .58%         7       $  534        .65%         14        $1,005        1.23%
  Non-residential..........   ----       ----                      1          475       4.43           1           475        4.43
Consumer...................      6        106        1.70          4           62        .99          10           168        2.69
Commercial business........      2        198        2.64         --           --        n/a           2           198        2.64
                              ----       ----                    ---       ------                    ---        ------

     Total.................     15       $775        .66%         12       $1,071        .91%         27        $1,846        1.57%
                                         ====                              ======                               ======
</TABLE>






                                       15
<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, 2002, we had classified the following
assets:


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

Substandard...............   $   638        $   256        $    62     $   956
Doubtful..................       --             --             --          --
Loss......................       --             219(1)         --          219
                             -------        -------        -------     -------
                             $  638         $   475        $    62     $ 1,175
                             =======        =======        =======     =======


     (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".

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

                                       16
<PAGE>

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

<TABLE><CAPTION>
                                                                 December 31,
                                               -----------------------------------------------
                                                 2002     2001      2000      1999      1998
                                               -----------------------------------------------
                                                           (Dollars in Thousands)
Non-accruing loans:
<S>                                            <C>       <C>       <C>       <C>       <C>
  One- to four-family ......................   $  534    $  743    $  465    $  282    $  314
  Multi-family .............................     --        --        --        --        --
  Non-residential ..........................      475       463      --        --        --
  Construction .............................     --        --         556       479      --
  Consumer .................................       62        49        67        11       161
  Commercial business ......................     --        --        --         157      --
                                               ------    ------    ------    ------    ------
     Total .................................    1,071     1,255     1,088       929       475
                                               ------    ------    ------    ------    ------

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

Foreclosed assets:
  One- to four-family ......................      104       191      --        --          23
  Multi-family .............................     --        --        --        --        --
  Non-residential ..........................     --        --        --        --        --
  Construction .............................     --        --        --        --        --
  Consumer .................................     --        --        --        --        --
  Commercial business ......................     --        --        --        --        --
                                               ------    ------    ------    ------    ------
     Total .................................      104       191      --        --          23
                                               ------    ------    ------    ------    ------
Total non-performing assets ................   $1,175    $1,446    $1,088    $  929    $  506
                                               ======    ======    ======    ======    ======
Total as a percentage of total assets ......      .79%     1.02%     0.80%     0.73%     0.43%
</TABLE>

     For the year ended December 31, 2002, gross interest income which would
have been recorded had the non-accruing loans been current in accordance with
their original terms amounted to $61,000.

     At December 31, 2002, there were no other loans 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 the probable
losses in our loan portfolio and changes in the nature

                                       17
<PAGE>

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, 2002, we
had an allowance for loan losses of $838,000.

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


                                            Year Ended December 31,
                                  -----------------------------------------
                                   2002     2001     2000     1999     1998
                                  -----------------------------------------
                                            (Dollars in Thousands)

Balance at beginning of period    $ 766    $ 701    $ 591    $ 507    $ 410
                                  -----    -----    -----    -----    -----
Charge-offs:
  One- to four-family .........    --         38     --       --       --
  Multi-family ................    --       --       --       --       --
  Non-residential .............    --         28     --       --       --
  Construction ................    --       --       --       --       --
  Consumer ....................      32       29       18       40        5
  Commercial business .........     372     --       --       --       --
                                  -----    -----    -----    -----    -----
         Total charge-offs ....     404       95       18       40        5
                                  -----    -----    -----    -----    -----

Recoveries:
  One- to four-family .........    --       --       --       --       --
  Multi-family ................    --       --       --       --       --
  Non-residential .............    --       --       --       --       --
  Construction ................    --       --       --       --       --
  Consumer ....................       3        8        4        5     --
  Commercial business .........      81     --       --       --       --
                                  -----    -----    -----    -----    -----
        Total recoveries ......      84        8        4        5     --
                                  -----    -----    -----    -----    -----

Net charge-offs ...............    (320)     (87)     (14)     (35)      (5)
Additions charged to operations     392      152      124      119      102
                                  -----    -----    -----    -----    -----
Balance at end of period ......   $ 838    $ 766    $ 701    $ 591    $ 507
                                  =====    =====    =====    =====    =====

Ratio of net charge-offs
  during the period to average
  loans outstanding
  during the period............    .28%    0.08%    0.01%    0.04%    0.01%
                                  =====    =====    =====    =====    =====

Ratio of net charge-offs
  during the period to average
  non-performing assets........  21.65%    7.87%    1.37%    4.62%    1.70%
                                 ======    =====    =====    =====    =====


                                       18
<PAGE>

     The distribution of the allowance for losses on loans at the dates
indicated is summarized as follows:
<TABLE><CAPTION>
                                                                       December 31,
                          ---------------------------------------------------------------------------------------------------
                                        2002                              2001                              2000
                          ---------------------------------------------------------------------------------------------------
                                                 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.....    $ 170     $ 81,927     69.72%     $ 195     $ 82,584     71.87%     $ 154      $84,349     74.09%
Multi-family............       12        3,992      3.40          7        3,433      2.99          7        2,189      1.92
Non-residential.........      287       10,727      9.13        160       10,095      8.78         29       10,156      8.92
Construction and land...       37        7,112      6.05         11        4,442      3.87        236        5,895      5.18
Consumer................       52        6,242      5.31         54        5,404      4.70         61        5,881      5.17
Commercial business.....       95        7,508      6.39        114        8,951      7.79         47        5,377      4.72
Unallocated.............      185          --        --         225          --        --         167          --        --
                            -----    ---------    ------      -----     --------    ------      -----     --------    ------
     Total..............    $ 838    $ 117,508    100.00%     $ 766     $114,909    100.00%     $ 701     $113,847    100.00%
                            =====    =========    ======      =====     ========    =======     =====     ========    ======

                                                      December 31,
                          -----------------------------------------------------------------
                                        1999                              1998
                          -----------------------------------------------------------------
                                                 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.....    $ 125      $82,210     76.11%     $ 110      $63,369     69.69%
Multi-family............        7        2,144      1.98         12        2,446      2.69
Non-residential.........       26        8,775      8.12         26       10,370     11.40
Construction and land...      136        4,911      4.55         19        3,749      4.12
Consumer................       46        4,981      4.61         71        5,392      5.93
Commercial business.....       74        4,999      4.63         56        5,607      6.17
Unallocated.............      177          --        --         212          --        --
                            -----     --------    ------      -----      -------    ------
     Total..............    $ 591     $108,020    100.00%     $ 506      $90,933    100.00%
                            =====     ========    ======      =====      =======    ======
</TABLE>

                                       19
<PAGE>

ACCOUNTS RECEIVABLE INVESTMENTS

     The Company purchases accounts receivable from commercial firms including
trucking, nursing, government contract, commercial cleaning and manufacturing
firms. The Company has purchased both interests in pools of receivables as well
as individual receivables. These assets are classified as "other assets." Like
commercial business loans, these unsecured assets are subject to the risk that
the debtor is unable to pay the receivable. The Bank underwrites these assets
both on the ability of the debtor to pay the receivable as well as on the
ability of the seller to repurchase the receivable 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, 2002, the Company owned $3.9 of accounts receivables and
interests in pools of such receivables.

INVESTMENT ACTIVITIES

     Most of our investments consist 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, 2002,
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, 2002, investment securities totaled
$8.0 million, or 5.31% of total assets. Included in this amount is $1.6 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
investment securities which are U.S. Government securities or federal agency
obligations or other issues that are rated investment grade or have credit
enhancements. At December 31, 2002, the average term to maturity or repricing of
the investment portfolio was 1.5 years.













                                       20
<PAGE>

     The following table sets forth the composition of our investment securities
at the dates indicated.
<TABLE><CAPTION>
                                                                                 December 31,
                                                        --------------------------------------------------------------
                                                               2002                  2001                  2000
                                                        --------------------------------------------------------------
                                                         Book       % of       Book       % of       Book       % of
                                                         Value      Total      Value      Total      Value      Total
                                                        --------------------------------------------------------------
                                                                             (Dollars in Thousands)
<S>                                                     <C>        <C>        <C>        <C>        <C>        <C>
Investment securities held to maturity:
  FHLB stock.......................................     $ 1,624      20.42%   $ 1,624      28.54%   $ 1,624      25.03%
                                                        -------    -------    -------    -------    -------    -------
Investment securities available for sale:
  U.S. government securities........................      4,453      55.98      3,221      56.61      3,680      56.72
  Municipal obligations.............................        107       1.35        102       1.79        101       1.56
  Corporate debt securities.........................      1,029      12.94
  Government securities mutual fund.................        175       2.20        160       2.81        147       2.26
                                                        -------    -------    -------    -------    -------    -------
                                                          5,764      72.47      3,483      61.21      3,928      60.54
                                                        -------    -------    -------    -------    -------    -------
Trading Securities:
  Common stock of other financial institutions......        476       5.98        483       8.49        855      13.18
  Corporate debt securities.........................         90       1.13        100       1.76         81       1.25
                                                        -------    -------    -------    -------    -------    -------
                                                            566       7.11        583      10.25        936      14.43
                                                        -------    -------    -------    -------    -------    -------
     Total investment securities....................    $ 7,954     100.00%   $ 5,690     100.00%   $ 6,488     100.00%
                                                        =======    =======    =======    =======    =======    =======
Average remaining life of debt investment
 securities.........................................         1.5 years             2.2 years             2.9 years

Other interest-earning assets:
  Interest-bearing deposits with banks..............      8,504     100.00%     6,410     100.00%     1,085     100.00%
                                                        -------    -------    -------    -------    -------    -------
     Total..........................................    $ 8,504     100.00%   $ 6,410     100.00%   $ 1,085     100.00%
                                                        =======    =======    =======    =======    =======    =======
</TABLE>

     The composition and maturities of the investment securities portfolio,
excluding FHLB stock and equity securities, as of December 31, 2002 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
                                             --------------------------------------------------------------------------
                                             Book Value  Book Value  Book Value  Book Value   Book Value   Fair Value
                                             ------------------------------------------------------------------------
                                                                           (Dollars in Thousands)
<S>                                           <C>         <C>         <C>         <C>          <C>          <C>
U.S. government securities ................   $  2,022    $  2,431    $     --    $     --     $  4,453     $  4,453
Municipal obligations .....................        107         107         107
Corporate debt securities .................        512         517          --          90        1,119        1,119
                                              --------    --------    --------    --------     --------     --------

Total investment securities (excluding FHLB
stock and equity securities) ..............   $  2,534    $  2,948    $    107    $     90     $  5,679     $  5,679
                                              ========    ========    ========    ========     ========     ========

Weighted average yield ....................      4.87%       5.27%       4.81%       8.95%        5.15%
</TABLE>

                                       21
<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 the Annual
Report. Our mortgage-backed securities are held in the available for sale
portfolio in order to retain investment flexibility and accordingly are included
in our financial statements at fair value.

     All of our mortgage-backed securities at December 31, 2002, 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,
                                              -------------------------------------------------------------
                                                     2002                  2001                  2000
                                              -------------------------------------------------------------
                                               Book       % of       Book       % of       Book       % of
                                               Value      Total      Value      Total      Value      Total
                                              -------------------------------------------------------------
                                                                 (Dollars in Thousands)
Mortgage-backed securities available for sale:
<S>                                           <C>         <C>       <C>         <C>       <C>         <C>
  GNMA...................................     $  457      17.29     $  726      24.02     $  984      28.74
  FNMA...................................        532      20.13         32       1.06         35       1.02
  FHLMC..................................      1,654      62.58      2,265      74.92      2,405      70.24
                                              ------     ------     ------     ------     ------     ------
  Total mortgage-backed
    securities...........................     $2,643     100.00%    $3,023     100.00%    $3,424     100.00%
                                              ======     ======     ======     ======     ======     ======
</TABLE>

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

                                                 Year Ended December 31,
                                             -----------------------------
                                               2002       2001       2000
                                             -----------------------------
                                                 (Dollars in Thousands)
Purchases:
  Adjustable-rate........................     $  --     $   --     $   --
  Fixed-rate.............................        979        493      2,264
                                             -------    -------    -------
         Total purchases.................        979        493      2,264
                                             -------    -------    -------
Sales and Repayments:
         Total sales.....................        --         --         364
                                             -------    -------    -------
  Principal repayments...................      1,421        948        360
                                             -------    -------    -------
         Total reductions................     (1,421)      (948)      (724)
  Increase in other items, net...........         62         54         16
                                             -------    -------    -------
         Net increase (decrease).........    $  (380)   $  (401)   $ 1,556
                                             =======    =======    =======


                                       22
<PAGE>

     The following table sets forth the contractual maturities of our
mortgage-backed securities at December 31, 2002. These securities are
anticipated to be repaid well in advance of their contractual maturities as a
result of mortgage loan payments. The amounts set forth below represent
principal balances only and do not include premiums, discounts and fair value
adjustments.

                                                           December 31, 2002
                               Due in                     Balance Outstanding
             ------------------------------------------- --------------------
                1 to     5 to 10   10 to 20    Over 20
              5 Years     Years      Years      Years     Fixed    Adjustable
             ------------------------------------------- --------------------
                                  (Dollars in Thousands)

GNMA .....   $     --   $     --   $     --   $    431   $    431   $     --
FNMA .....         --         --         30        482        482         30
FHLMC ....        451        554         --        580      1,585         --
             --------   --------   --------   --------   --------   --------
     Total   $    451   $    554   $     30   $  1,493   $  2,498   $     30
             ========   ========   ========   ========   ========   ========

SOURCES OF FUNDS

     Our primary sources of funds are deposits, borrowings, amortization and
prepayment of loan principal, maturities of investment securities, short-term
investments and funds provided from operations.

     DEPOSITS. American Savings offers a variety of deposit accounts having a
wide range of interest rates and terms. The deposits consist of passbook
accounts, demand and NOW accounts, and money market and certificate accounts. We
rely primarily on advertising, competitive pricing policies and customer service
to attract and retain these deposits.

     The flow of deposits is influenced significantly by general economic
conditions, changes in money market and prevailing interest rates and
competition. The variety of deposits we offer by have allowed us to be
competitive in obtaining funds and to respond with flexibility to changes in
consumer demand. We have become more susceptible to short-term fluctuations in
deposit flows, as customers have become more interest rate conscious. We manage
the pricing of our deposits in keeping with our asset/liability management,
profitability and growth objectives. Based on our experience, we believe that
passbook, demand and NOW accounts are relatively stable sources of deposits as
compared to certificate deposits. However, our ability to attract and maintain
all deposits, and the rates paid on these deposits, has been and will continue
to be significantly affected by market conditions.






                                       23
<PAGE>



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

                                      Year Ended December 31,
                              -------------------------------------
                                 2002          2001          2000
                              -------------------------------------
                                      (Dollars in Thousands)

          Opening balance .   $ 102,210     $  89,712     $  88,945
          Deposits ........     234,272       196,760       190,652
          Withdrawals .....    (230,049)     (188,387)     (193,386)
          Interest credited       2,898         4,125         3,501
                              ---------     ---------     ---------

          Ending balance ..   $ 109,331     $ 102,210     $  89,712
                              =========     =========     =========

          Net increase ....   $   7,121     $  12,498     $     767
                              =========     =========     =========

          Percent increase         6.97%        13.93%         0.86%
                              =========     =========     =========

     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,
                                                  ----------------------------------------------------------------
                                                          2002                 2001                   2000
                                                  ----------------------------------------------------------------
                                                              Percent              Percent                Percent
                                                   Amount     of Total   Amount    of Total    Amount     of Total
                                                  ----------------------------------------------------------------
                                                                          (Dollars in Thousands)
Transactions and Savings Deposits:
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>
Commercial Demand (0.00%(1))................      $  1,350       1.23%  $  1,486       1.45%  $  1,198       1.34%
Passbook Accounts (2.00%(1))................        17,624      16.12     15,351      15.02     14,097      15.71
NOW Accounts (1.00%(1)).....................         8,090       7.40      7,845       7.68      6,820       7.60
Money Market Accounts (tiered)..............        10,033       9.18      5,345       5.23      2,852       3.18
                                                  --------   --------   --------   --------   --------   --------
Total Non-Certificates......................        37,097      33.93     30,027      29.38     24,967      27.83
                                                  --------   --------   --------   --------   --------   --------
Certificates:
 1.01 - 3.00%...............................        29,968      27.41      7,790       7.62
 3.01 - 4.00%...............................        30,642      28.03     12,471      12.20
 4.01 - 5.00%...............................         9,261       8.47     21,948      21.47      3,917       4.37
 5.01 - 6.00%...............................         1,333       1.22     10,664      10.43     20,819      23.21
 6.01 - 7.00%...............................           997       0.91     18,712      18.31     38,784      43.23
 7.01 - 9.00%...............................            33       0.03        598       0.59      1,225       1.36
                                                  --------   --------   --------   --------   --------   --------
Total Certificates..........................        72,234      66.07     72,183      70.62     64,745      72.17
                                                  --------   --------   --------   --------   --------   --------
Total Deposits..............................      $109,331     100.00%  $102,210     100.00%  $ 89,712     100.00%
                                                  ========   ========   ========   ========   ========   ========
</TABLE>
-----------------------
(1) Rates in effect at December 31, 2002.


                                       24
<PAGE>

     The following table shows rate and maturity information for our
certificates of deposit as of December 31, 2002.

<TABLE><CAPTION>
                                    1.01-       3.01-       4.01-       5.01-       6.01-               Percent
                                    3.00%       4.00%       5.00%       6.00%       9.00%       Total   of Total
                                 -------------------------------------------------------------------------------
                                                               (Dollars in Thousands)
Certificate account maturing in quarter ending:
<S>                              <C>         <C>         <C>         <C>         <C>         <C>         <C>
March 31, 2003.................   $ 9,116     $    89     $ 2,162     $   284     $   175     $12,634     17.49%
June 30, 2003..................     6,055       7,587          60         318          65      14,085     19.50
September 30, 2003.............     3,634       9,783          79         159         204      13,859     19.19
December 31, 2003..............     4,359         889         244          56         212       5,760      7.97
March 31, 2004.................     5,149       1,931          97         166          --       7,343     10.17
June 30, 2004..................       962       5,319         249          51          41       6,622      9.17
September 30, 2004.............       525         327         255          49           7       1,163      1.61
December 31, 2004..............       137         110       2,317          --         285       2,849      3.94
March 31, 2005.................        --       2,142       3,443          33          11       5,629      7.79
June 30, 2005..................        11         193         122         214          30         570      0.79
September 30, 2005.............        --           6          17           3          --          26      0.04
December 31, 2005..............        20         410          --          --          --         430      0.59
Thereafter.....................        --       1,048         216          --          --       1,264      1.75
                                  -------     -------     -------     -------     -------     -------    ------
   Total.......................   $29,968     $30,642     $ 9,261     $ 1,333     $ 1,030     $72,234    100.00%
                                  =======     =======     =======     =======     =======     =======    ======

   Percent of total............     41.49       42.42       12.82        1.84        1.43      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, 2002.
<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.......   $ 9,202   $10,550   $15,748   $21,648   $57,148

Certificates of deposit of $100,000 or more......     3,432     3,535     3,871     4,248    15,086
                                                    -------   -------   -------   -------   -------
Total certificates of deposit....................   $12,634   $14,085   $19,619   $25,896   $72,234
                                                    =======   =======   =======   =======   =======
</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, 2002, we had $20.3 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. See "Management Discussion and Analysis - Asset/Liability
Management" in the Annual Report.


                                       25
<PAGE>

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

                                                      Year Ended December 31,
                                                   ---------------------------
                                                     2002      2001      2000
                                                   ---------------------------
                                                      (Dollars in Thousands)
Maximum Balance:
  FHLB advances.................................   $23,956   $31,108   $31,108
  Securities sold under agreements to
    repurchase..................................       --        --        --
  Other borrowings..............................       --        --        --

Average Balance:
  FHLB advances.................................   $22,214   $27,309   $24,398
  Securities sold under agreements to
    repurchase..................................       --        --        --
  Other borrowings..............................       --        --        --

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

                                                            December 31,
                                                   ---------------------------
                                                     2002      2001      2000
                                                   ---------------------------
                                                       (Dollars in Thousands)

Federal Home Loan Bank advances.................   $20,297   $23,956   $31,108
Securities sold under agreements to
  repurchase....................................       --        --        --
Other borrowings................................       --        --        --
                                                   -------   -------   -------
     Total borrowings...........................   $20,297   $23,956   $31,108
                                                   =======   =======   =======

Weighted average interest rate of
  Federal Home Loan Bank advances...............     5.38%     5.01%     6.08%

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

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









                                       26
<PAGE>

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. NIFCO sells annuities and securities. At December 31, 2002, we
had an equity investment in NIFCO of $24,000. For the year ended December 31,
2002, NIFCO recorded a net loss of $5,000. In the past, Ridge Management engaged
in lending and investment activity, although it is currently essentially
inactive. For the year ended December 31, 2002, 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 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. This enforcement authority includes, among other
things, the ability to assess civil money penalties, to issue cease-and-desist
or removal orders, and to initiate injunctive actions.

     Our general permissible lending limit for loans-to-one-borrower is equal to
the greater of $500,000 or 15% of unimpaired capital and surplus (except for
loans fully secured by certain readily marketable collateral, in which case this
limit is increased to 25% of unimpaired capital and surplus). At December 31,
2002, our lending limit under this restriction was approximately $1.7 million.
At December 31, 2002, we had no loans in excess of our loans-to-one-borrower
limit.

     INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC. As insurer, the FDIC
imposes deposit insurance premiums and is authorized to conduct examinations of,
and to require reporting by, FDIC-insured institutions. It also may prohibit any
FDIC-insured institution from engaging in any activity the FDIC determines by
regulation or order to pose a serious risk to the Federal Home Loan Bank System
or the Savings Association Insurance Fund. The FDIC also has the authority to
initiate enforcement actions against savings associations, after giving the
Office of Thrift Supervision an opportunity to take such action, and may
terminate deposit insurance if it determines that the institution has engaged in
unsafe or unsound practices, or is in an unsafe or unsound condition.


                                       27
<PAGE>

     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, 2002, 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, 2002, this amount was
equal to 1.84% basis points for each $100 in domestic deposits for Savings
Association Insurance Fund members and Bank Insurance Fund insured institutions.
These assessments, which may be revised based upon the level of Bank Insurance
Fund and Savings Association Insurance Fund deposits, will continue until the
bonds mature in 2017.

     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, 2002, American
Savings had tangible capital of $11.1 million, or 7.58% of adjusted total
assets, which is approximately $8.9 million above the minimum requirement of
1.5% of adjusted total assets in effect on that date. At December 31, 2002,
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, 2002, we had
core capital equal to $11.1 million, or 7.58% of adjusted total assets, which is
$6.7 million above the minimum leverage ratio requirement of 3% as in effect on
that date.

     The Office of Thrift Supervision risk-based capital requirement requires
savings associations to have total capital of at least 8% of risk-weighted
assets. Total capital consists of core capital, as defined above, and
supplementary capital. Supplementary capital consists of certain permanent and
maturing capital instruments that do not qualify as core capital and general
valuation loan and lease loss allowances up to a maximum of 1.25% of
risk-weighted assets. Supplementary capital may be used to satisfy the
risk-based requirement only to the extent of core capital.

     In determining the amount of risk-weighted assets, all assets, including
certain off-balance sheet items, will be multiplied by a risk weight, ranging
from 0% to 100%, based on the risk inherent in the type of asset. For example,
the Office of Thrift Supervision has assigned a risk weight of 50% for prudently
underwritten permanent one- to four-family first lien mortgage loans not more
than 90 days delinquent and having a loan-to-value ratio of not more than 80% at
origination, unless insured to such ratio by an insurer approved by Fannie Mae
or Freddie Mac.

     On December 31, 2002, we had total risk-based capital of approximately
$11.7 million, including $11.1 million in core capital and $619,000 in
qualifying supplementary capital, and risk-weighted assets

                                       28
<PAGE>

of $86.6 million, or total capital of 13.54% of risk-weighted assets. This
amount was $4.8 million above the 8% requirement in effect on that date.

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

     The Office of Thrift Supervision is also generally authorized to reclassify
an association into a lower capital category and impose the restrictions
applicable to such category if the institution is engaged in unsafe or unsound
practices or is in an unsafe or unsound condition.

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

     LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS. The Office of
Thrift Supervision imposes various restrictions on savings associations with
respect to their ability to make distributions of capital, which include
dividends, stock redemptions or repurchases, cash-out mergers and other
transactions charged to the capital account. The Office of Thrift Supervision
also prohibits a savings association from declaring or paying any dividends or
from repurchasing any of its stock if, as a result of such action, the
regulatory capital of American Savings would be reduced below the amount
required to be maintained for the liquidation account established in connection
with American Savings mutual to stock conversion.

     American Savings may make a capital distribution without the 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.

     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, 2002, American Savings met the test and has
always met the test since its effectiveness. American Savings' qualified thrift
lender percentage was 77.07% at December 31, 2002.

                                       29
<PAGE>

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

     COMMUNITY REINVESTMENT ACT. Under the Community Reinvestment Act, every
FDIC insured institution has a continuing and affirmative obligation, consistent
with safe and sound banking practices, to help meet the credit needs of its
entire community, including low- and moderate- income neighborhoods. The
Community Reinvestment Act requires the Office of Thrift Supervision, in
connection with its examination of American Savings, to assess the institution's
record of meeting the credit needs of our community and to take this record into
account in our evaluation of certain applications, such as a merger or the
establishment of a branch, by American Savings. An unsatisfactory rating may be
used as the basis for the denial of an application by the Office of Thrift
Supervision. American Savings was examined for Community Reinvestment Act
compliance in July 1999 and received a rating of "satisfactory".

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

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

     HOLDING COMPANY REGULATION. AMB Financial is a unitary savings and loan
holding company subject to regulatory oversight by the Office of Thrift
Supervision. AMB Financial is required to register and file reports with the
Office of Thrift Supervision and are subject to regulation and examination by
the Office of Thrift Supervision. In addition, the Office of Thrift Supervision
has enforcement authority over AMB Financial and its non-savings association
subsidiaries which also permits the Office of Thrift Supervision to restrict or
prohibit activities that are determined to be a serious risk to the subsidiary
savings association.

                                       30
<PAGE>

     As a unitary savings and loan holding company, that has been in existence
since before May 4, 1999, AMB Financial generally is not subject to activity
restrictions. If AMB Financial acquires control of another savings association
as a separate subsidiary, it would become a multiple savings and loan holding
company and the activities of AMB Financial and any of our subsidiaries (other
than American Savings or any other Savings Association Insurance Fund insured
savings association) would generally become subject to certain restrictions.
Additionally, if we fail the qualified thrift lender test, within one year AMB
Financial must register as, and will become subject to, the significant activity
restrictions applicable to bank holding companies.

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

     AMB Financial stock held by persons who are affiliates (generally executive
officers, directors and 10% shareholders) of AMB Financial may not be resold
without registration or unless sold in accordance with certain resale
restrictions. If AMB Financial meets specified current public information
requirements, each affiliate of AMB Financial is able to sell in the public
market, without registration, a limited number of shares in any three-month
period.

     FEDERAL RESERVE SYSTEM. The Federal Reserve Board requires all depository
institutions to maintain noninterest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts). At December 31, 2002, American Savings was in compliance
with these reserve requirements.

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

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

     As a member, American Savings is required to purchase and maintain a
minimum amount of stock in the Federal Home Loan Bank of Indianapolis. At
December 31, 2002, American Savings had $1.6 million in Federal Home Loan Bank
stock, which was in compliance with this requirement. In past years, American
Savings has received substantial dividends on our Federal Home Loan Bank stock.
For the fiscal year ended December 31, 2002, dividends paid by the Federal Home
Loan Bank of Indianapolis to American Savings totaled $98,000, which constituted
a $23,000 decrease from the amount of dividends received in fiscal 2001. Over
the past five fiscal years these dividends have averaged 7.55% and were 6.06%
for fiscal 2002.

                                       31
<PAGE>

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,
2002, American Savings' excess for tax purposes totaled approximately $1.9
million.

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

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

     INDIANA TAXATION. The State of Indiana imposes an 8.5% franchise tax on the
net income of financial (including thrift) institutions. Taxable income for
franchise tax purposes will constitute federal taxable income before net
operating loss deductions and special deductions, adjusted for certain items,
including the addition of Indiana income taxes, property taxes, tax exempt
interest and bad debts. Other applicable Indiana taxes include sales, use and
property taxes.

     DELAWARE TAXATION. As a company incorporated under Delaware state law, AMB
Financial is exempt from Delaware corporate income tax but is required to file
an annual report with, and pay an annual fee to, the State of Delaware. The
Holding Company is also subject to an annual franchise tax imposed by the State
of Delaware.

                                       32
<PAGE>

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, 2002, we estimate our
market share of savings deposits in the Gary-Hammond, Indiana MSA market area to
be approximately 1.41%.

EMPLOYEES

     At December 31, 2002, we had a total of 34 employees, including 7 part-time
employees. Our employees are not represented by any collective bargaining group.
We consider employee relations to be good.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

     We conduct business at its main office located in Munster, Indiana. The
following table sets forth information relating to each of our properties as of
December 31, 2002.

                                                Total
                                   Owned     Approximate
                        Year        or         Square         Book Value at
Location              Acquired    Leased       Footage      December 31, 2002
--------------------  --------    ------     -----------   --------------------
                                                          (Dollars in Thousands)
MAIN OFFICE:

8230 Hohman Avenue      1963       Owned        8,400            $    50
Munster, Indiana

BRANCH OFFICES:

1001 Main Street        2000       Owned(1)    16,000            $ 1,876
Dyer, Indiana

4521 Hohman Avenue      1983       Owned        1,600            $    68
Hammond, Indiana

--------
1 Our branch office occupies 5,300 square feet of this building. The balance of
the property is leased.

                                       33
<PAGE>

     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, 2002 was $96,000.

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, 2002.

                                     PART II

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

     Page 16 of the Annual Report is herein incorporated by reference.

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

     Pages 5 through 16 of the Annual Report are herein incorporated by
reference.

ITEM 7. FINANCIAL STATEMENTS
----------------------------









                                       34
<PAGE>

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

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

Report of Independent Certified Public Accountants....................     17
Consolidated Balance Sheets (December 31, 2002 and 2001)..............     18
Consolidated Statements of Earnings (For the Years Ended
  December 31, 2002 and 2001).........................................     19
Consolidated Statements of Stockholders' Equity (For
  the Years Ended December 31, 2002 and 2001).........................     20
Consolidated Statements of Cash Flows (For the Years
  Ended December 31, 2002 and 2001)...................................     21
Notes to Consolidated Financial Statements............................     22


     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.


                                    PART III

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

Directors

     Information concerning the directors of AMB Financial is incorporated
herein by reference from the definitive proxy statement for the annual meeting
of stockholders to be held in 2003, a copy of which will be filed not later than
120 days after the close of fiscal year.

Executive Officers

     Information concerning the executive officers of AMB Financial who are not
directors is incorporated herein by reference from the definitive proxy
statement for the annual meeting of stockholders to be held in 2003, a copy of
which will be filed not later than 120 days after the close of the fiscal year.




                                       35
<PAGE>

Compliance with Section 16(a)
-----------------------------

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

     To the best of our knowledge, based solely upon information provided to us
by our directors, officers and greater than 10% beneficial owners, all Section
16(a) filing requirements applicable to such persons were complied with during
the fiscal year ended December 31, 2002.

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 2003, 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 2003, 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, 2002.

<TABLE><CAPTION>
                                           (a)                                   (b)                       (c)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                   <C>                       <C>
Plan Category                              Number of securities to be issued     Weighted-average          Number of securities
                                           upon exercise of outstanding          exercise price of         remaining available
                                           options, warrants and rights          outstanding options,      for future issuance
                                                                                 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.       2,023
2. 1996 Stock Option and Incentive Plan    2.       150,063                      2.       $8.50            2.       18,555
-----------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved
by security holders                              N/A                                  N/A                         N/A
-----------------------------------------------------------------------------------------------------------------------------------
Total                                          150,063                               $8.50                      20,578
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       36
<PAGE>

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 2003, a copy of which will be filed
not later than 120 days after the close of the fiscal year.

ITEM 13. EXHIBITS AND REPORTS ON 8-K
------------------------------------
     (a) Exhibits:
                                                                    Reference to
                                                                    Prior Filing
                                                                     or Exhibit
Regulation                                                             Number
S-B Exhibit                                                           Attached
  Number                        Document                               Hereto
--------------------------------------------------------------------------------


  2        Plan of acquisition, reorganization, arrangement,
            liquidation or succession..............................     None
 3(i)      Certificate of Incorporation............................       *
3(ii)      Bylaws..................................................       *
  4        Instruments defining the rights of security holders,
            including indentures...................................       *
  9        Voting trust agreement..................................     None
  10       Material contracts:
           1996 Stock Option and Incentive Plan....................      **
           Recognition and Retention Plan..........................      **
           Employee Stock Ownership Plan...........................       *
           Employee Severance Compensation Plan....................       *
           Employment Agreements...................................       *
           Second Executive Deferred Compensation Plan.............      ***
           Trust Agreement for the Compensation Agreement..........      ***
  11       Statement re: computation of per share earnings.........     ****
  13       Annual report to security holders.......................      13
  16       Letter on change in certifying accountant...............     None
  18       Letter on change in accounting principles...............     None
  21       Subsidiaries of registrant..............................      21
  22       Published report regarding matters submitted to vote....     None
  23       Consent of experts and counsel..........................      23
  24       Power of attorney....................................... Not required
  99       Additional Exhibits.....................................     None
--------------

*    Filed on December 29, 1995 as an exhibit to the Registrant's Registration
     Statement No. 33-80991 on Form S-1. All of such previously filed documents
     are hereby incorporated herein by reference in accordance with Item 601 of
     Regulation S-B.
**   Filed on September 12, 1996, under Schedule 14A, as an appendix to the
     Registrant's definitive proxy materials and incorporated herein by
     reference.
***  Filed on March 31, 1999 as an exhibit to the Registrant's Annual Report on
     Form 10-KSB and incorporated herein by reference.
**** See Note A of the Notes to the Consolidated Financial Statements in the
     Annual Report attached hereto as Exhibit 13.

     (b) Reports on Form 8-K:

     During the quarter ended December 31, 2002, we filed a Current Report on
Form 8-K, on October 25, 2002, relating to a press release, dated October 23,
2002, announcing the payment of a cash dividend.


                                       37
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES
--------------------------------

     AMB Financial has adopted interim disclosure controls and procedures
designed to facilitate AMB Financial's financial reporting. The interim
disclosure controls currently consist of communications between the Chief
Executive Officer and each department head to identify any new transactions,
events, trends or contingencies which may be material to AMB Financial's
operations. AMB Financial's independent auditors meet with the Chief Executive
Officer on a quarterly basis, and with the Audit Committee when requested, to
identify and discuss AMB Financial's material accounting policies and
disclosure. AMB Financial's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of these interim disclosure controls within the
90 days prior to the filing of this report and found them to be adequate.

     AMB Financial maintains internal controls and has evaluated such controls
within 90 day of the filing of this report. There have not been any significant
changes in such internal controls subsequent to the date of their evaluation.














                                       38
<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 31, 2003            By: /s/ Clement B. Knapp, Jr.
                                   -----------------------------
                                   Clement B. Knapp, Jr., Chairman of the Board,
                                   President and Chief Executive Officer
                                   (DULY AUTHORIZED REPRESENTATIVE)


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



By: /s/ Clement B. Knapp, Jr.           By: /s/ Daniel T. Poludniak
   -------------------------------         ------------------------------
   Clement B. Knapp, Jr., Chairman         Daniel T. Poludniak, Vice-President,
   of the Board, President and Chief       Treasurer and Chief Financial Officer
   Executive Officer (PRINCIPAL            (PRINCIPAL FINANCIAL AND ACCOUNTING
   EXECUTIVE AND OPERATING OFFICER)         OFFICER)

Date: March 31, 2003                    Date: March 31, 2003


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

Date: March 31, 2003                    Date: March 31, 2003


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

Date: March 31, 2003                    Date: March 31, 2003


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

Date: March 31, 2003



                                       39
<PAGE>

                  Certification of Principal Executive Officer
                 CERTIFICATION FOR ANNUAL REPORT ON FORM 10-KSB

I, Clement B. Knapp, certify that:

   1)  I have reviewed this annual report on Form 10-KSB of AMB Financial Corp.,
       Inc.;

   2)  Based on my knowledge, this annual report does not contain any untrue
       statements of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report;

   3)  Based on my knowledge, the financial statements and other financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       annual report;

   4)  The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)    designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

         c)    presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

   5)  The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

         b)    any fraud, whether material or not material, that involves
               management or other employees who have a significant role in the
               registrant's internal controls; and

   6)  The registrant's other certifying officer and I have indicated in this
       annual report whether or not there were significant changes in other
       factors that could significantly affect internal controls subsequent to
       the date of our most recent evaluation, including any corrective actions
       with regard to significant deficiencies and material weaknesses.


Signature and Title:  /s/ Clement B. Knapp                   Date: April 3, 2003
                     --------------------------              -------------------
                     Clement B. Knapp
                     President and Chief
                     Executive Officer

                                       40
<PAGE>

                  Certification of Principal Financial Officer
                 CERTIFICATION FOR ANNUAL REPORT ON FORM 10-KSB

I, Daniel T. Poludniak, certify that:

   1)  I have reviewed this annual report on Form 10-KSB of AMB Financial Corp.,
       Inc.;

   2)  Based on my knowledge, this annual report does not contain any untrue
       statements of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report;

   3)  Based on my knowledge, the financial statements and other financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       annual report;

   4)  The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

         a)    designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

         c)    presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

   5)  The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

         b)    any fraud, whether material or not material, that involves
               management or other employees who have a significant role in the
               registrant's internal controls; and

   6)  The registrant's other certifying officer and I have indicated in this
       annual report whether or not there were significant changes in other
       factors that could significantly affect internal controls subsequent to
       the date of our most recent evaluation, including any corrective actions
       with regard to significant deficiencies and material weaknesses.

Signature and Title: /s/ Daniel Poludniak                    Date: April 3, 2003
                     --------------------------              -------------------
                     Daniel Poludniak
                     Vice President, Treasurer
                     and Chief Financial Officer

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<PAGE>

                                INDEX TO EXHIBITS



Exhibit
Number    Document
-------   ----------------------------------------------------------------------
  13      Annual Report
  21      Subsidiaries of the Registrant
  23      Consent of Cobitz, VandenBerg & Fennessy

  99.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002
  99.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002




















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