SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A


[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the Fiscal Year Ended March 31, 2005
                                       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: 000-49967

                        Atlantic Liberty Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                          16-1615014
---------------------------------                 -------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)


186 Montague Street, Brooklyn, New York                        11201
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)

                                 (718) 855-3555
               (Registrant's Telephone Number including area code)

           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 $.10 per share
                                (Title of Class)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  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  ______
     ---------              -

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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]

 State issuer's revenues for its most recent fiscal year........... $11,286,000

     The  aggregate  value of the  voting  stock held by  non-affiliates  of the
Registrant,  computed by reference  to the closing  price of the common stock on
June 10, 2005 ($24.25) was $31,425,599.

     As of June 10, 2005,  there were 1,682,147 shares issued and outstanding of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Proxy  Statement for the 2005 Annual Meeting of  Stockholders  (Parts I and
     III).

2.   Annual  Report to  Shareholders  for the fiscal  year ended  March 31, 2005
     (Parts II and IV).

         Transitional Small Business Disclosure Format:  YES        NO  X
                                                             ----      ----
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS

     The exhibits and financial statement schedules filed as a part of this Form
10-KSB are as follows:

         (a)(1)   Financial Statements

          o    Report of Independent Registered Public Accounting Firm
          o    Consolidated  Statements of Financial Condition at March 31, 2005
               and 2004
          o    Consolidated  Statements  of Income  forthe Years Ended March 31,
               2005 and 2004
          o    Consolidated  Statements  of  Stockholders'  Equity for the Years
               Ended March 31, 2005 and 2004
          o    Consolidated  Statements  of Cash Flows for the Years Ended Years
               Ended March 31, 2005 and 2004
          o    Notes to Consolidated Financial Statements.

         (a)(2)  Financial Statement Schedules

          No  financial  statement  schedules  are filed  because  the  required
          information  is not  applicable  or is  included  in the  consolidated
          financial statements or related notes.

         (a)(3)  Exhibits

               13   Annual Report to Shareholders
               14   Code of Ethics*
               21   Subsidiaries of the Registrant
               23   Consent of Expert
               31.1 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002
               31.2 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002
               32.1 Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002
                  --------------------
               *    (Previously  filed under cover of Form 10-KSB for the fiscal
                    year ended March 31, 2004)


                                       2
<Page>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  Atlantic Liberty Financial Corp.



Date: July 14, 2005               By: /s/ Barry M. Donohue
                                      --------------------------------------
                                      Barry M. Donohue, President and
                                      Chief Executive Officer

     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/ Barry M. Donohue                        By: /s/ Richard T. Arkwright
  ---------------------------------                -----------------------------
     Barry M. Donohue, President, Chief                Richard T. Arkwright
       Executive Officer and Director                  Chairman of the Board
     (Principal Executive Officer)

Date: July 14, 2005                             Date: July 14, 2005


By:/s/ William M. Gilfillan                    By: /s/ Hon. Guy J. Mangano
   ----------------------------------              -----------------------------
     William M. Gilfillan Chief Financial Officer      Hon. Guy J. Mangano
      (Principal Financial and Accounting Officer)     Director


Date: July 14, 2005                            Date: July 14, 2005



By:/s/ George M. Spanakos                      By: /s/ Thomas M. DeMartino
   -----------------------------------             -----------------------------
     George M. Spanakos                                 Thomas M. DeMartino
     Director                                           Director


Date: July 14, 2005                            Date: July 14, 2005



<PAGE>



                                   EXHIBIT 23

                                CONSENT OF EXPERT


<PAGE>




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Atlantic Liberty Financial Corp.


We consent to the incorporation by reference of our report,  dated May 13, 2005,
with respect to the March 31 2005, consolidated financial statements of Atlantic
Liberty  Financial Corp.  included in the annual report on Form 10-KSB,  in this
Registration Statement (No. 333-110768) on Form S-8.



                                                /s/ Beard Miller Company, LLP
                                                    Beard Miller Company, LLP



Pine Brook, New Jersey
June 28, 2005





<Page>



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

     I, Barry M. Donohue, President and Chief Executive Officer, certify that:


1.   I have  reviewed  this Annual  Report on Form  10-KSB of  Atlantic  Liberty
     Financial Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement 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  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

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

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting:


July 14, 2005                              /s/ Barry M. Donohue
Date                                       ------------------------------------
                                           Barry M. Donohue
                                           President and Chief Executive Officer


<PAGE>


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

     I, William M. Gilfillan, Chief Financial Officer, certify that:


1.   I have  reviewed  this Annual  Report on Form  10-KSB of  Atlantic  Liberty
     Financial Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement 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  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

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


     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):


     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting:



July 14, 2005                          /s/ William M. Gilfillan
Date                                   ----------------------------------------
                                       William M. Gilfillan
                                       Chief Financial Officer


<PAGE>


                                                                   Exhibit 32.1

                            Certification pursuant to
                             18 U.S.C. Section 1350,
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


Barry  M.  Donohue,  President  and  Chief  Executive  Officer  and  William  M.
Gilfillan,  Chief  Financial  Officer of Atlantic  Liberty  Financial Corp. (the
"Company")  each certify in their  capacity as officers of the Company that they
have  reviewed  the annual  report of the  Company on Form 10-KSB for the fiscal
ended March 31, 2005 and that to the best of their knowledge:

1.   the report fully  complies with the  requirements  of Sections 13(a) of the
     Securities Exchange Act of 1934; and

2.   the information  contained in the report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

The purpose of this  statement  is solely to comply  with Title 18,  Chapter 63,
Section  1350 of the United  States  Code,  as  amended  by  Section  906 of the
Sarbanes-Oxley Act of 2002.

A signed  original of this  written  statement  required by Section 906 has been
provided to Atlantic  Liberty  Financial  Corp. and will be retained by Atlantic
Liberty Financial Corp. and furnished to the Securities and Exchange  Commission
or its staff upon request.

July 14, 2005                              /s/ Barry M. Donohue
Date                                        ------------------------------------
                                           Barry M. Donohue
                                           President and Chief Executive Officer


July 14, 2005                              /s/ William M. Gilfillan
Date                                       ------------------------------------
                                           William M. Gilfillan
                                           Chief Financial Officer