SECURITIES
AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM
10-KSB

|[X] |  | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the
Fiscal Year Ended March 31, 2004
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

OR

|[  ] |  | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ______________________
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Commission
File Number: 000-49967

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

|Delaware                                                       |  | 16-1615014                           | 
|-------------------------------------------------------------- |  | ------------------------------------ | 
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.) | 
|                                                               |  |                                      | 
|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 $.01 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. [Ö]

State
issuer's revenues for its most recent fiscal year..........................................................  $8,804,000

As
of June 14, 2004, there were 1,691,094 shares issued and
outstanding of the Registrants Common Stock.

DOCUMENTS
INCORPORATED BY REFERENCE

|1. |  | Proxy Statement for the 2004 Annual Meeting of Stockholders (Parts I and III).
|-- |  | ------------------------------------------------------------------------------

|2. |  | Annual
Report to Shareholders for the fiscal year ended March 31, 2004 (Parts  II and IV).
|-- |  | ------------------------------------------------------------------------------------------

| | Transitional
Small Business Disclosure Format: YES  NO X
| | --------------------------------------------------------

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PART
I

|ITEM
      1. |  | BUSINESS
|------------- |  | --------

Forward
Looking Statements

This
Annual Report contains certain forward-looking statements which may
be identified by the use of words such as believe,
expect, anticipate, should,
planned, estimated and potential. Examples
of forward-looking statements include, but are not limited to, estimates with
respect to our financial condition, results of operations and business that are
subject to various factors which could cause actual results to differ materially
from these estimates and most other statements that are not historical in
nature. These factors include, but are not limited to, general and local
economic conditions, changes in interest rates, deposit flows, demand for
mortgage, commercial and other loans, real estate values, competition, changes
in accounting principles, policies, or guidelines, changes in legislation or
regulation, and other economic, competitive, governmental, regulatory, and
technological factors affecting our operations, pricing products and services.

General

Atlantic
Liberty  Financial  Corp.  was  incorporated  in 2002 for the  purpose of acting as the
holding  company  parent of  Atlantic  Liberty  Savings,  F.A.  following the completion
of its  mutual-to-stock  conversion.  At March 31, 2004,  Atlantic  Liberty  Financial
Corp. had consolidated assets of $160.0 million,  deposits of $107.9 million and
shareholders'  equity of $26.2 million.  Our  executive office is located at 186 Montague
Street, Brooklyn, New York 11201 and our telephone number is (718) 855-3555.

Atlantic
Liberty Savings, F.A.

Our
principal business consists of attracting retail deposits from the general
public in the areas surrounding our two locations in Brooklyn, New York and
investing those deposits, together with funds generated from operations and
borrowings, primarily in one- to four-family residential mortgage loans,
multi-family and commercial real estate loans, mortgage related securities and
various other securities. Our revenues are derived principally from the interest
on loans, securities, loan origination and servicing fees, and service charges
and fees collected on deposit accounts. Our primary sources of funds are
deposits, principal and interest payments on loans and securities and advances
from the Federal Home Loan Bank of New York.

Competition

We
face intense competition within our market area both in making loans and
attracting deposits. The New York City area has a high concentration of
financial institutions including large money center and regional banks,
community banks and credit unions. Some of our competitors offer products and
services that we currently do not offer, such as trust services and private
banking. Our competition for loans and deposits comes principally from
commercial banks, savings institutions, mortgage banking firms and credit
unions. We face additional competition for deposits from short-term money market
funds, brokerage firms, mutual funds and insurance companies. Our primary focus
is to build and develop profitable customer relationships across all lines of
business while maintaining our role as a community bank.

Market Area

We
operate in an urban market area that has a stable population and household base.
During the past 12 years, the population and number of households in Kings
County increased by approximately 8%. In 2003 per capita income for Kings County
was $18,247 and the median household income was $35,248. Our primary lending
area is concentrated in the neighborhoods surrounding both of our office
locations in Brooklyn, New York. One- to four-family residential real estate in
our market area is characterized by a large number of attached and semi-detached
houses, including a number of two-and three-family homes and cooperative
apartments. Most of our deposit customers are residents of the greater New York
metropolitan area. The economy of our market area is characterized by a large
number of small retail establishments. Our customer base is comprised of
middle-income households, and to a lesser extent low-to-moderate-income
households. The median household income for

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Brooklyn is below the national
median household income, and the median household income for the State of New
York. In addition, the unemployment rate in the market area served by us is
higher than in the surrounding suburbs.

Lending
Activities

Historically,
our principal lending activity has been the origination of first mortgage loans
for the purchase or refinancing of one- to four-family residential real
property, and cooperative apartments. In recent years, we have retained all
loans that we originated. One- to four-family residential real estate mortgage
loans represented $62.5 million, or 54.9% of our loan portfolio at March
31, 2004. We also offer multi-family and commercial real estate loans.
Multi-family real estate loans totaled $21.8 million, or 19.2%, of the loan
portfolio at March 31, 2004. Commercial real estate loans totaled approximately
$28.8 million, or 25.3% of the loan portfolio at March 31, 2004. We also offer
home equity loans to existing customers.

Loan
Portfolio Composition. The following table sets forth the
composition of our loan portfolio by type of loan as of the dates indicated,
including a reconciliation of gross loans receivable after consideration of the
allowance for loan losses and net deferred fees.

|                            | At March 31,
|--------------------------- | ------------
|
|
|
|
|Real Estate Loans:          |             
|One- to four-family         |             
|Multi-family                |             
|Commercial                  |             
|                            |             
|Total real estate loans     |             
|                            |             
|Other Loans:                |             
|Home equity                 |             
|Unsecured                   |             
|                            |             
|Total other loans           |             
|                            |             
|Total loans                 |             
|                            |             
|Less:                       |             
|Net deferred fees           |             
|Allowance for loan losses   |             
|                            |             
|Total loans receivable, net |             
|                            |             

2

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Loan
Maturity Schedule. The following table shows the remaining
contractual maturity of our loans at March 31, 2004. The table does not include
the effect of possible prepayments or due on sale clause payments.

|                                    | At March 31, 2004
|----------------------------------- | -----------------
|
|
|
|Amounts Due:                        |                  
|One year or less                    |                  
|                                    |                  
|After one year:                     |                  
|More than one year to three years   |                  
|More than three years to five years |                  
|More than five years to 10 years    |                  
|More than 10 years to 20 years      |                  
|More than 20 years                  |                  
|                                    |                  
|Total due after one year            |                  
|                                    |                  
|Total due                           |                  
|                                    |                  
|Less:                               |                  
|Deferred loan fees                  |                  
|Allowance for loan losses           |                  
|                                    |                  
|Loans receivable, net               |                  
|                                    |