Access Anytime Bancorp (AABC) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  ý
Filed by a Party other than the Registranto
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12
ACCESS ANYTIME BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:
		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

ACCESS ANYTIME BANCORP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 29, 2005

The Annual Meeting of Stockholders of ACCESS ANYTIME BANCORP, INC. (the “Company”) will be held at the Sheraton Old Town, 800 Rio Grande Boulevard N.W., Albuquerque, New Mexico, on Friday, April 29, 2005, at 8:30 a.m., local time.

A Revocable PROXY and PROXY STATEMENT for the meeting are enclosed.

The meeting is for the purpose of considering and acting upon:

1.	The election of four directors of the Company.
2.	The ratification of the appointment of KPMG LLP as independent auditors to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2005.
3.	Such other matters as may properly come before the meeting or any adjournments thereof.

Any action may be taken on any one of the foregoing proposals at the meeting on the date specified above and all adjournments thereof.  Stockholders of record at the close of business on March 11, 2005 are the stockholders entitled to vote at the meeting and any adjournments thereof.

You are requested to fill in and sign the enclosed PROXY, which is solicited by the Board of Directors, and to mail it promptly in the enclosed envelope.  The PROXY will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Kathy Allenberg,

Corporate Secretary

Albuquerque, New Mexico

March 25, 2005

YOUR VOTE IS IMPORTANT

THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM.  A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

PROXY STATEMENT

FOR

ACCESS ANYTIME BANCORP, INC.

5210 EUBANK BLVD., N.E.

ALBUQUERQUE, NEW MEXICO 87111

(505) 742-7495

ANNUAL MEETING OF STOCKHOLDERS

April 29, 2005

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of ACCESS ANYTIME BANCORP, INC. (the “Company”) to be used at the Annual Meeting of Stockholders of the Company, which will be held at the Sheraton Old Town, 800 Rio Grande Blvd. N.W., Albuquerque, New Mexico, on Friday, April 29, 2005 at 8:30 a.m., local time.  The accompanying Notice of Annual Meeting and this Proxy Statement are being first mailed to stockholders on or about March 25, 2005.

The Company is a Delaware corporation, which was organized in 1996 for the purpose of becoming the thrift holding company of First Savings Bank, F.S.B.  First Savings Bank’s Board of Directors later approved a name change and First Savings Bank became “FIRSTBANK”.  In May 2004, the name was changed to “ACCESSBANK” (the “Bank”).  The Company owns all of the outstanding stock of the Bank, which is the Company’s principal asset.

VOTING INFORMATION

Stockholders who execute proxies retain the right to revoke them at any time.  Unless so revoked, the shares represented by such proxies will be voted at the meeting and all adjournments thereof.  Proxies may be revoked by written notice to the Corporate Secretary of the Company or the filing of a later proxy prior to a vote being taken on a particular proposal at the meeting.  A written notice of revocation of a proxy should be sent to the Corporate Secretary, ACCESS ANYTIME BANCORP, INC., P.O. Box 1569, 801 Pile Street, Clovis, New Mexico, 88102, and will be effective if received by the Corporate Secretary prior to the meeting.  A previously submitted proxy will also be revoked if a stockholder attends the meeting and votes in person.  Proxies solicited by the Board of Directors of the Company will be voted as directed by the stockholder or, in the absence of such direction, proxies will be voted “FOR” the nominees for director set forth herein and “FOR” the approval of the appointment of KPMG LLP as independent auditors, and as determined by a majority of the Board of Directors with respect to any other matter(s) coming before the meeting.

Stockholders of record as of the close of business on March 11, 2005, are entitled to one vote for each share then held.  As of March 1, 2005, the Company had 1,698,469 shares of common stock issued and outstanding, including unallocated shares held by the ACCESSBANK Profit Sharing and Stock Ownership Plan (the “ESOP”).  With respect to the election of directors, a stockholder may, by properly completing the enclosed proxy, vote in favor of all nominees or withhold his or her votes as to all nominees or as to specific nominees.  Directors will be elected by the affirmative vote of a majority of the shares represented at the meeting in person or by proxy and entitled to vote in an election of directors.  Cumulative voting is permitted in the election of directors, and allows a stockholder to cumulate the total number of votes he or she may cast in the election of directors and cast any number of those votes for one or more of the nominees.  If a stockholder desires to exercise such cumulative voting rights, the stockholder must clearly state on his or her proxy the intent to exercise those rights and vote accordingly.  The persons voting the proxies will have sole discretion in determining whether a stockholder has clearly markedhis or her proxy with respect to cumulative or other voting, and if a proxy is not clearly marked, the stockholder may be contacted for clarification.

1

Ratification of the hiring by the Board of Directors of KPMG LLP as the independent auditors for the 2005 fiscal year will be by the affirmative vote of a majority of the shares represented at the meeting in person or by proxy and entitled to vote on the ratification of the external auditors.

All other matters properly coming before the meeting will be decided by the affirmative vote of a majority of the shares represented at the meeting in person or by proxy and entitled to vote on such matters, except as otherwise required by law or by the Company’s Certificate of Incorporation or Bylaws.

The votes will be counted by the inspectors appointed by the Board of Directors, who will determine, among other things, the number of votes necessary for the stockholders to take action in accordance with the foregoing requirements and the votes withheld or cast for or against each matter.  All properly executed proxies and ballots, regardless of the nature of the vote or absence of the vote indication thereon (but not including broker non-votes), will be counted in determining the number of shares represented at the meeting.  Abstentions clearly stated on a proxy and broker non-votes will not be counted as affirmative votes, but the failure to give clear voting instructions on a proxy (as opposed to clearly stating an intent to abstain from voting) will result in the proxy being voted “FOR” the nominees for director identified herein and in favor of each of the other proposals set forth herein.  An abstention from voting on a matter by a shareholder present in person or represented by proxy at the meeting has the same legal effect as a vote AGAINST the matter even though the shareholder or interested parties analyzing the results of the voting may interpret such a vote differently.  Shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted in calculating voting results on those matters for which the broker or other entity has not voted.  To ensure that any of your shares held in “street name” are voted at the meeting, please provide voting instructions to your brokerage firm.  A majority of theshares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum under the Company’s Bylaws.

Participants in the ESOP will receive a voting instruction form that reflects all shares that the participant may vote under the ESOP, including shares purchased under the 401(k) portion of the plan.  Under the terms of the ESOP, all shares held by the ESOP are voted by the ESOP Trustee, but each participant in the ESOP may direct the Trustee how to vote the shares of the Company common stock allocated to his or her account.  Unallocated shares of common stock held by the ESOP will be voted by the ESOP Trustee as directed by the ESOP Committee.  Allocated shares for which no timely voting instructions are received will not be voted.

The Company is not aware of any arrangements the operation of which might at a subsequent date result in a change in control of the Company.

Under Securities and Exchange Commission (the “Commission” or “SEC”) rules, a proxy may confer discretionary authority to vote on a matter if the Company did not have notice of the matter at least 45 days before the date on which the Company first mailed its proxy statement for the prior year’s annual meeting of stockholders (in this case, such date would be February 8, 2005), and a specific statement is made to that effect in the proxy statement.

PRINCIPAL OWNERS OF VOTING SECURITIES

Persons and groups owning in excess of 5% of the Company’s common stock are required to file certain reports regarding such ownership pursuant to the Securities Exchange Act of 1934, as amended.  Based upon such reports and upon the Company’s stock ownership records and available information concerning non-objecting beneficial owners, management knows of the following persons who beneficially owned more than 5% of the Company’s outstanding shares of common stock as of March 1, 2005.  Ownership is direct unless otherwise specified.  Shown below are the shares of common stock beneficially owned by all executive officers and directors (including those listed separately below) of the Company as a group as of March 1, 2005.  Individual beneficial ownership of shares by the other directors of the Company is set forth under “Proposal 1 - Election of Directors”.

2

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)(2)(11)		Subtotal Percent of Shares of Capital Stock Outstanding (1)		ESOP Committee Shared Voting Power Percent (7)		Total Percent of Shares Outstanding
ACCESSBANK Profit Sharing and	106,693		0	%	6.28	%	6.28	%
Employee Stock Ownership Plan	(7	)
c/o ESOP Committee
801 Pile Street — P.O. Box 1569
Clovis, New Mexico 88101
Group filing by:	134,150		8.31	%	-0-		8.31	%
Jeffrey L. Gendell	(3	)	(3	)			(3	)
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
55 Railroad Avenue, 3rd Floor
Greenwich, Connecticut 06830
Joint filing by:	101,162		6.30	%	-0-		6.30	%
Banc Fund V L.P.	(6	)	(6	)			(6	)
Banc Fund VI L.P.
208 S. LaSalle Street
Chicago, Illinois 60604
Norman Corzine	125,750		7.28	%	6.28	%	13.56	%
P.O. Box 16005	(5)(12	)
Albuquerque, NM 87191
Robert Chad Lydick	81,177		4.77	%	6.28	%	11.05	%
P.O. Box 728	(4)(8)(12	)
Clovis, NM 88102
Allan M. Moorhead	26,058		1.53	%	6.28	%	7.81	%
8322 Washington Place, N.E.	(4)(9)(12	)
Albuquerque, NM 87113
David Ottensmeyer, M.D.	34,580		2.03	%	6.28	%	8.31	%
102 Crofton Court	(4)(10)(12	)
Fairhope, AL 36532
Don K. Padgett	68,287		3.92	%	6.28	%	10.20	%
7101 Jefferson N.E.	(5)(12	)
Albuquerque, NM 87109
All Executive Officers and	526,682		28.59	%	6.28	%	34.87	%
Directors as a Group (11 persons)	(4)(12	)

(1)	Shares of common stock subject to options currently exercisable, or exercisable within sixty (60) days, are deemed outstanding for computing the percentage of ownership of the person holding the options, but not deemed outstanding for computing the percentage of ownership of any other person.
(2)	Unless otherwise noted, all shares are owned directly by the named individuals or by their spouses and minor children or self-directed retirement accounts, over which shares the named individuals effectively exercise sole or shared voting and/or investment power.
(3)	Based on Schedule 13G/A filing, dated December 31, 2004, and filed on February 2, 2005, made with the SEC by such group. Such Schedule 13G/A filing indicates shared voting and dispositive powers for 134,150 shares by Tontine Financial Partners, L.P., shared voting and dispositive powers for 134,150 shares by Tontine Management, L.L.C., shared voting and dispositive powers for 134,150 shares by Mr. Jeffrey L. Gendell, and a 8.31% ownership of the Company’s outstanding common stock. The Company makes no representation as to the accuracy or completeness of such information.
(4)	Does not include stock units pursuant to the Non-Employee Director Retainer Plan (Plan) for the Board of Directors, under which plan the directors will receive Company common stock upon termination of service on the Board or upon termination of the plan. Current stock unit holdings are: Mr. Lydick, 5,723 units; Mr. Moorhead, 7,016 units; and

3

	Dr. Ottensmeyer, 7,164 units. Messrs. Corzine and Padgett are not eligible to participate in such Plan. See “DIRECTORS’ COMPENSATION” for further discussion.
(5)	Includes 21,938 shares held for Mr. Corzine in his account pursuant to the profit sharing/employee stock ownership [401(k)] plan. Such amount reflects the 2% stock dividend of October 31, 1997 on some of the shares, if applicable. Includes 7,887 shares held for Mr. Padgett in his account pursuant to the profit sharing/employee stock ownership [401(k)] plan.
(6)	Based on Schedule 13G filing, dated December 31, 2004, and filed on February 14, 2005, made with the SEC by such reporting persons. Such Schedule 13G filing indicates sole voting and dispositive powers for 101,162 shares by Banc VI, L.P., and a 6.30% ownership of the Company’s outstanding common stock. Such filing also reports that an individual, Mr. Charles J. Moore, manages investment decisions of the reporting persons and has voting and dispositive power over the securities held by those persons. The Company makes no representation as to the accuracy or completeness of such information.
(7)	The shares of common stock owned by the ESOP are held in trust for the benefit of participants in the ESOP for which REDW Trust Co., Albuquerque, New Mexico, is Trustee, subject to the direction of the ESOP Committee. Under the ESOP, participants are entitled to instruct the ESOP Trustee on how to vote all Company common stock allocated to their accounts (133,307 common shares of common stock as of December 31, 2004) and will receive a separate proxy to vote for such shares. All shares of common stock allocated to the participants for which no voting instructions are received will not be voted by the Trustee. The 106,693 unallocated shares of common stock held by the ESOP will be voted as directed by the ESOP Committee. The ESOP Committee, which is appointed by the Board of Directors, consists of five Company directors, Mr. Norman R. Corzine, Mr. Don K. Padgett, Mr. Robert Chad Lydick, Mr. Allan Moorhead and Dr. David Ottensmeyer. The ESOP Committee members filed a Schedule 13D with the SEC on March 30, 2001 and have amended the Schedule 13D filing since then to reflect the subsequent allocations of shares to ESOP participants and that committee member Ken Huey was replaced by Don Padgett on January 30, 2004.
(8)	Includes 13,023 shares held in Mr. Lydick’s and/or his spouse’s name and 2,248 shares held in his daughters’ names, with shared voting and dispositive powers over all of these shares with his spouse. Also includes 49,880 shares owned by Mr. Lydick’s father and 12,546 shares owned by Lydick Engineers & Surveyors, Inc., over which Mr. Lydick has shared voting and dispositive powers with his spouse and/or his father.
(9)	Mr. Moorhead has 16,978 shares held in a family trust.
(10)	Shares in the amount of 25,500 shares shown for Dr. Ottensmeyer are held in a family trust.
(11)	The numbers of shares shown for Mr. Corzine and Mr. Padgett include 29,400 and 45,000 shares, respectively, granted pursuant to option grants. For Mr. Corzine, the number reflects the 2% stock dividend (400 shares) of October 31, 1997. The number of shares shown for Mr. Moorhead includes 4,080 shares held under option grants and reflects the 2% stock dividend of October 31, 1997. The number of shares shown for Mr. Lydick includes 3,480 shares held under option grants and reflects the 2% stock dividend of October 31, 1997. The number of shares shown for Dr. Ottensmeyer includes 4,080 shares held under option grants and reflects the 2% stock dividend of October 31, 1997.
(12)	Other than with respect to the shared voting power of the members of the ESOP Committee, which is shown separately.

PROPOSAL 1 - ELECTION OF DIRECTORS

The Board of Directors urges you to vote “FOR” the nominees for the Board of Directors described below.  Proxies will be so voted unless stockholders specify otherwise in their proxies.  Directors will be elected by an affirmative vote of a majority of the shares represented at the meeting in person or by proxy and entitled to vote in the election of directors.

The Board has set the number of directors at eleven.  At the meeting, there will be four director positions available to vote on.  The Board of Directors has nominated four incumbent directors, Mr. Robert Chad Lydick, Mr. Norman R. Corzine, Mr. Allan M. Moorhead, and Mr. Don K. Padgett, to stand for re-election to fill the four available positions with terms expiring in 2008.

Each of the nominees has consented to being named in this proxy statement and to serve if elected.  If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend.  At this time, the Board of Directors knows of no reason why any named nominee will be unable to serve.

Pursuant to the Company’s Bylaws (Article II, Section 13), nominations may be made by stockholders to be voted upon at the meeting if they are made in writing and delivered to the Corporate Secretary of the Company at least five days prior to the date of the meeting.  Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company.  Ballots bearing the names of all persons nominated by the Nominating Committee (being the four nominees listed above) and by stockholders shall be provided for use at the meeting.  A stockholder wishing to vote for a person nominated for director by a stockholder must attend the meeting and vote in person.  Under federal

4

securities regulations, no proxy shall confer authority to vote for the election of any person to any office for which a bona fide nominee is not named in this proxy statement.

The following table sets forth for each nominee, for each director continuing in office, and for each executive officer identified in the summary compensation table herein, such person’s name, age, principal occupation(s) during the past five years, the year he/she first became a director of the Company and the number of shares of the Company’s common stock beneficially owned as of March 1, 2005.  Ownership is direct unless otherwise specified.

UP FOR ELECTION

NAME	AGE (1)	PRINCIPAL OCCUPATION (2)	YEAR FIRST ELECTED OR APPOINTED DIRECTOR (8)	TERM TO EXPIRE (4)	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (3)(5)(6)	PER CENT OF CLASS
Norman R. Corzine	62	Chairman and Chief Executive Officer of the Company since 1996; Vice Chairman of the Board and Executive Vice President and Director of AccessBANK (formerly FIRSTBANK); Director, Applied Research Associates, Inc., Albuquerque, NM.	1996	2008	(9)	(9)
Robert Chad Lydick	55	President of Lydick Engineers and Surveyors, Inc., Clovis, NM; Chairman of the Board of AccessBANK (formerly FIRSTBANK).	1996	2008	(9)	(9)
Allan M. Moorhead	64	Chairman (June 2004) and Chief Executive Officer of Mechanical Representatives, Inc., Albuquerque, NM, a manufacturing representative of heating, ventilation and air conditioning equipment since 1972; President and Chief Executive Officer of Mechanical Representatives, Inc., prior to June 2004; Director of AccessBANK (formerly FIRSTBANK) since April 2001.	1997	2008	(9)	(9)
Don K. Padgett	55	President of the Company since April 2002; Executive Officer of the Company from January 2002 to April 2002; President, Chief Executive Officer, and Chief Lending Officer of AccessBANK (formerly FIRSTBANK) since January 2003; and Executive Vice President and Chief Lending Officer of AccessBANK (formerly FIRSTBANK) from February 2002 through December 2002; Senior Vice President of Bank of America New Mexico from January 1993 to December 2001.	2002	2008	(9)	(9)

5

CONTINUING IN OFFICE

NAME	AGE (1)	PRINCIPAL OCCUPATION (2)	YEAR FIRST ELECTED OR APPOINTED DIRECTOR (8)	TERM TO EXPIRE	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (3)(5)(6)	PER CENT OF CLASS
Richard H. Harding	60	Managing Partner in Santa Fe Venture Partners, LLC and General Partner in International Venture Fund I, LLC since 1998; Executive Vice President of Silicon Valley Bank, Santa Clara, CA 1993-1998.	2000	2007	27,000	1.59%
Charles H. Guthals	67	President and majority stockholder of Guthals Co., Inc., a Clovis, NM nursery and landscaping company; Director of AccessBank (formerly FIRSTBANK).	1996	2006	17,365 (7)	1.02%
CorneliusHiggins, Ph.D.	63	Director, President & CEO, Applied Research Associates, Inc., Albuquerque, NM, a national engineering firm, 1979 to September, 2004; Co-Chairman of the Board, Applied Research Associates, Inc., since September, 2004.	1997	2006	30,880 (11)	1.82%
Kenneth J. Huey, Jr.	60	Chief Financial Officer & Chief Adminstration Officer of the Company since January 1, 2003; President of the Company from 1996 to 2002; Executive Vice President and Director of AccessBank (formerly FIRSTBANK) since January 1, 2003; President, Chief Executive Officer and Director of AccessBank (formerly FIRSTBANK) from 1991 through 2002.	1996	2007	82,267 (10)	4.74%
			��
Thomas W. Martin, III	57	President of Tucumcari Springwater & Seed Co., Inc., DBA Taco Box of Clovis and Portales, NM since 1969; Director of AccessBank (formerly FIRSTBANK).	1996	2007	22,618	1.32%
David Ottensmeyer, M.D.	74	Healthcare Consultant, since January 1996; Director of AccessBank (formerly FIRSTBANK) since January 2000.	1997	2006	(9)	(9)
Garrey E. Carruthers, Ph.D	65	Dean of College of Business Administration and Economics, Vice Provost for Economic Development, Professor of Economics, New Mexico State University, Las Cruces, New Mexico, July 2003 to present; prior to July 2003, President and CEO, Cimarron Health Plan; Director, Molina Healthcare of New Mexico	2004	2007	10,700 (11)	0.63%

(1)	As of December 31, 2004.
(2)	Nominees and directors have held these vocations or positions for at least five years, unless otherwise noted.
(3)	Unless otherwise noted, all shares are owned directly by the named individuals or by their spouses and minor children or self-directed retirement accounts, over which shares the named individuals effectively exercise sole or shared voting and/or investment power.

6

(4)	Assuming re-election at the meeting.
(5)	Shares of common stock subject to options currently exercisable, or exercisable within sixty (60) days, are deemed outstanding for computing the percentage of ownership of the person holding the options, but not deemed outstanding for computing the percentage of ownership of any other person. The numbers of shares shown for Messrs. Huey, Martin and Guthals include 35,900, 9,180 and 3,364 shares under option grants that have not been exercised and reflect the 2% stock dividend of October 31, 1997. The numbers of shares shown for Mr. Harding and Mr. Carruthers include 4,000 and 5,000 shares, respectively, held under option grants.
(6)	Does not include stock units pursuant to the Non-Employee Director Retainer Plan for the Board of Directors. Stock will not be received under such plan until after termination of a director’s service on the Board or termination of the plan. Current stock unit holdings for the directors not shown in the table under “PRINCIPAL OWNERS OF VOTING SECURITIES” are: Mr. Guthals, 3,471 units; Mr. Harding, 2,393 units; Dr. Higgins, 2,582 units; Dr. Carruthers, 534 units; and Mr. Martin, 7,256 units. See “DIRECTORS’ COMPENSATION” for further discussion. Messrs. Corzine, Padgett and Huey are not eligible to participate in such plan.
(7)	Includes 25 shares owned by Mr. Guthals’ daughter, over which Mr. Guthals has shared voting and dispositive powers with his spouse.
(8)	Certain directors were first elected or appointed to the Board of FIRSTBANK prior to 1996. The dates shown in this table reflect director positions with the Company, which became the holding company for AccessBANK (formerly FirstBank) in 1996.
(9)	This information is shown in the table under “PRINCIPAL OWNERS OF VOTING SECURITIES” on pages 3 and 4.
(10)	Includes 16,722 shares held for Mr. Huey in his account pursuant to the profit sharing/employee stock ownership [401(k)] plan.
(11)	Dr. Higgins has 10,000 shares held in a revocable trust. Dr. Carruthers has 5,700 shares held in a family trust.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings of the Board and through its committees.  During the year ended December 31, 2004, the Board of Directors held four scheduled meetings and four specially called Board meetings.  With the exception of Dr. Cornelius Higgins, who attended 50%, all current directors attended at least 75% or more of the total number of the scheduled Board meetingsand special Board meetings and committee meetings of the Board on which they served.  The Company also encourages all members of the Board to attend the Company’s annual meeting of shareholders each year.  All members of the Board attended the Company’s 2004 annual meeting.

The Executive Committee was composed of Messrs. Corzine, Huey, Lydick, Moorhead, and Padgett during the 2004 fiscal year.  The committee is empowered to exercise the authority of the Board of Directors when the Board is not in session.  During the year ended December 31, 2004, the Executive Committee of the Company held no meetings.

Dr. Higgins served on the Audit Committee until his resignation, effective January 29, 2004.  All of the current members of the Audit Committee meet the applicable independence requirements of NASDAQ.  In addition, Dr. David Ottensmeyer serves as the “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-B.  During the year ended December 31, 2004, the Audit Committee held four quarterly and two special meetings.

Under the Company’s Bylaws, the entire Board of Directors acts as the Nominating Committee.  The Board of Directors met one time in its capacity as the Nominating Committee during the year ended December 31, 2004.  The Board deems it appropriate not to have a separate Nominating Committee.  This is because the Board is composed of a majority of independent directors as defined by NASDAQ (seven of the eleven current directors are independent).  In addition to the three directors who are employees, Dr. Higgins is not independent under the NASDAQ Rules.  The Board believes that the Nominating Committee, as currently constituted, is able to make nominations to the Board of well-qualified nominees who will act in the best interest of the shareholders.  The Nominating Committee does not have a committee charter, but instead functions under the provisions of the Company’s Bylaws.

The Company’s policy with respect to the consideration of director candidates recommended by security holders is likewise contained in the Bylaws.  Pursuant to the Bylaws (Article II, Section 13), nominations may be made by stockholders to be voted upon at the meeting if they are made in writing

7

and delivered to the Corporate Secretary of the Company at least five days prior to the date of the meeting.  Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company.  Ballots bearing the names of all persons (being the four nominees listed herein) nominated by the Nominating Committee and by stockholders shall be provided for use at the meeting.  A stockholder wishing to vote for a person nominated for director by a stockholder must attend the meeting and vote in person.

The Board, acting as the Nominating Committee, has not established any formal minimum qualifications or specific qualities or skills that Committee-recommended candidates must meet.  Rather, the Nominating Committee evaluates the overall qualities that the person might bring to the Board, including relevant experience, business insight, and overall ability to contribute to the Company and the Board.  The Committee routinely obtains curriculum vitae from potential candidates, and, since the Company and the Bank function in a regulated environment, they may also consult banking regulators in the course of considering a candidate.  The Company does not pay a fee to a third party to assist in the nomination process.

During 2004, the Compensation Committee was composed of Messrs. Corzine, Guthals, Lydick, Moorhead, Padgett, Drs. Ottensmeyer and Higgins.  This committee is responsible for reviewing salary administration.  Actions taken or recommended by the committee are ratified by the Board of Directors.  During the year ended December 31, 2004, the Compensation Committee held one meeting.  Effective January 28, 2005, the Compensation Committee is composed of Messrs. Lydick, Guthals, Moorhead, and Dr. Ottensmeyer, all of whom meet the applicable NASDAQ independence requirements.  This committee adopted a Compensation Committee Charter to guide the committee.

COMMUNICATION WITH THE COMPANY’S BOARD OF DIRECTORS

Shareholders wishing to communicate with the Board of Directors may do so by writing to the Chairman of the Board, c/o Corporate Secretary, ACCESS ANYTIME BANCORP, INC., 801 Pile Street, P.O. Box 1569, Clovis, New Mexico 88101.

CODE OF ETHICS

The Company has a Code of Ethics that applies to our employees, officers (including the Chief Executive Officer, Chief Financial Officer, President and persons performing similar functions) and directors.  The Code of Ethics may be obtained free of charge by sending a request to our Corporate Secretary at the following address: ACCESS ANYTIME BANCORP, INC., 801 Pile Street, P.O. Box 1569, Clovis, New Mexico 88101.

AUDIT COMMITTEE REPORT

The following Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee of ACCESS ANYTIME BANCORP, INC. (the “Committee”) operates under a written charter.  The Committee recommends to the Board of Directors, subject to stockholder ratification, the selection of the Company’s independent auditors.

The Board of Directors, upon recommendation of the Committee, engaged KPMG LLP to serve as independent auditors for the fiscal year 2005.  No relationship exists between the Company and KPMG,

8

other than the usual relationship between independent auditor and client.  The Committee approves all engagements of independent auditors in advance.

Management is responsible for the Company’s internal controls and financial reporting process.  The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon.  The Committee’s responsibility is to monitor and oversee these processes.

In this context, the Committee has met and held discussions with management and the independent auditors.  The Committee also meets quarterly with the independent auditors, without management present.  Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and that the Company’s financial statements accurately and fairly represented the financial condition of the Company as of December 31, 2004.  The Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors.  The Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

The Company’s independent auditors also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Committee discussed with the independent auditors that firm’s independence.

Based on the Committee’s discussion with management and the independent auditors and the Committee’s review of the representations of management and the report of the independent auditors to the Committee, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Mr. Charles H.Guthals (Chairman)

Mr. Richard H. Harding

Mr. Thomas W. Martin, III

Mr. Allan M. Moorhead

Dr. David Ottensmeyer

Dr. Garrey E. Carruthers

DIRECTORS’ COMPENSATION

At the May 30, 1997, Annual Meeting, the shareholders of the Company approved a Non-Employee Director Retainer Plan for the Board of Directors. The Board and the shareholders previously approved amendments which made directors of subsidiary or affiliate companies eligible to participate in the plan and to receive stock units in lieu of cash.  Common stock units are held under the plan for directors until they cease to serve, or the plan is terminated, at which time they will receive common stock in the amount of such units.   Effective January, 2004 the non-employee directors received $1,500 per meeting attended as director meeting fees for the Company and $1,250 per meeting attended as director meeting fees for the Bank.  With the exception of one Company eligible director who received cash, all eligible directors of the Company and the Bank elected to receive common stock units of the Company as payment for all Company and Bank director meeting fees during 2004.  Mr. Corzine, Mr. Padgett and Mr. Huey, as employees of the Company and the Bank, do not receive director meeting fees or stock units under the Non-Employee Director Retainer Plan.  As of March 1, 2005, the aggregate number of common stock units held in the accounts of the eligible directors pursuant to the Non-Employee Director Retainer Plan was 36,139 common stock units, including the 2% stock dividend of

9

October 31, 1997 on some of the units.  Common stock certificate(s) for shares held in the participant’s (director’s) stock unit account will be delivered to a participant within ten days from the date a participant ceases to serve for any reason, or the plan is terminated.

EXECUTIVE OFFICERS

Mr. Norman Corzine, 62, has been employed by the Company as Chairman and Chief Executive Officer since October 1996.  He has also served as Strategic Planning Officer of the Bank since 1996 and serves on the Bank’s Board of Directors.  Currently, he serves as a Vice Chairman of the Board of Directors of the Bank and Executive Vice President of the Bank.

Mr. Don K. Padgett, 55, has been employed by the Company as President since April 2002.  He was an Executive Officer of the Company from January 2002 to April 2002 and served on both the Company’s and the Bank’s Board of Directors.  Since January 1, 2003, he has been employed by the Bank as President, Chief Executive Officer, and Chief Lending Officer and serves on the Board of Directors of the Bank.  From January 2002 through December 2002, he was employed as Executive Vice President and Chief Lending Officer of the Bank.  From January 1993 to December 2001 he was a Senior Vice President with Bank of America New Mexico.

Mr. Kenneth J. Huey, Jr., 60, has been employed by the Company as Chief Financial Officer and Chief Administration Officer since April 2002.  Mr. Huey served as President of the Company from October 1996 to April 2002.  Since January 1, 2003, he has been employed by the Bank as Executive Vice President.  He also serves on the Bank’s Board of Directors.  He was employed by the Bank from     October 1991 through December 2002, as President and Chief Executive Officer.

EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation paid by the Company (and the Bank) to the Company’s executive officers for services rendered during the three (3) fiscal years ended December 31, 2004.

SUMMARY COMPENSATION

Annual Compensation					Long Term Compensation Awards
Name and Principal Position as of December 31, 2004	Year	Salary (1)(5) $	Bonus (2) $	Other Annual Compensation (3) $		Securities Underlying Options #	All Other Compensation (4) $
Norman Corzine	2004	179,167	27,000	325		-0-	41,606
Chairman and	2003	170,000	25,000	515		-0-	34,733
Chief Executive Officer	2002	160,000	15,000	1,014		-0-	55,300
Don K. Padgett	2004	148,333	27,000	250		-0-	25,946
President	2003	130,000	25,000	206		40,000	24,482
	2002	110,000	15,000	140		5,000	28,528
Kenneth J. Huey, Jr.	2004	145,000	5,000	201		-0-	14,079
Chief Financial Officer	2003	145,000	8,000	662		-0-	14,669
and Chief   Administration Officer	2002	145,000	5,000	597		-0-	34,117

10

(1)	In 2004, Mr. Corzine, Mr. Padgett and Mr. Huey were compensated by the Company in the amount of $89,583, $14,833 and $14,500, respectively. In 2003, Mr. Corzine, Mr. Padgett and Mr. Huey were compensated by the Company in the amount of $85,000, $13,000 and $14,500, respectively. In 2002, Mr. Corzine, Mr. Padgett, and Mr. Huey were compensated by the Company in the amount of $70,000, $27,500, and $52,600, respectively. The remainder of their compensation shown was from the Bank, pursuant to their Employment Contracts, which are discussed elsewhere in this Proxy Statement.
(2)	Amounts shown include compensation paid under the Bank’s management incentive plan. The amount shown for 2004 was paid in 2005, the amount shown in 2003 was paid in 2004, and the amount shown for 2002 was paid in 2003.
(3)	Amounts shown include premiums paid on insurance policies and allowances for the personal use of automobiles. The Bank provides Mr. Corzine, Mr. Padgett, and Mr. Huey with automobiles for both business and personal use. The aggregate amount of all perquisites and other personal benefits, including personal use of the automobile, is less than either $50,000 or 10% of each executive officer’s total salary and bonus as specified above.
(4)	Amounts shown include contributions to the account of each of the named executive officers under the profit sharing/employee stock ownership [401(k)] plan, which plan is open to all full-time employees and part-time employees who work 1000 hours or more in a calendar year, and contributions to the account of named executive officers under the executive savings plan.
(5)	These amounts include amounts deferred at the election of the named executive officer under the profit sharing/employee stock ownership [401(k)] plan and the executive savings plan.

There were no stock options granted to the Company’s executive officers during fiscal year 2004.  No Stock Appreciation Rights (“SARs”) were granted during fiscal year 2004.  Effective March 1, 2005, the Company’s Compensation Committee approved the grant of 5,000 stock options to Mr. Corzine and 5,000 options to Mr. Padgett.  The options vested immediately and have an exercise price equal to the closing price of the Company’s common stock as quoted on the NASDAQ Small Cap Market on March 1, 2005.

The following table provides information as to stock options exercised (as of exercise date) by the Company’s executive officers during fiscal year ended December 31, 2004 and the value of the options held by the executive officers on December 31, 2004.

AGGREGRATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

					Number of Securities Underlying Unexercised Options at FY-End #			Value of Unexercised In-the-Money Options at FY-End $
Name	Shares Acquired on Exercise #		Value Realized $
					Exercisable #		Unexercisable #	Exercisable $		Unexercisable $
Norman Corzine	-0-		-0-		6,000		-0-	40,560	(1)	-0-
	2,000	(9)	9,750	(2)	18,400	(9)	-0-	112,884	(3)	-0-
	25,500	(9)	194,438	(4)	-0-		-0-	-0-		-0-
Don K. Padgett	5,000		30,300	(5)	-0-		-0-	-0-		-0-
	-0-		-0-		40,000		-0-	206,000	(6)	-0-
Kenneth J. Huey, Jr.	-0-		-0-		6,000		-0-	40,560	(1)	-0-
	-0-		-0-		20,400	(9)	-0-	125,154	(3)	-0-
	16,000	(9)	134,800	(7)	9,500	(9)	-0-	84,407	(8)	-0-

(1)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options granted based upon the exercise price of the options ($7.75 per share with a grant date of July 29, 1999) and the last trade of $14.51 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 31, 2004, the last trading day of the year.
(2)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options exercised based upon the exercise price of the options ($8.375 per share with a grant date of October 30, 1997) and the last trade of $13.25 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on October 5, 2004, the date the options were exercised.
(3)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options granted based upon the exercise price of the options ($8.375 per share with a grant date of October 30, 1997) and the last trade of $14.51 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 31, 2004, the last trading day of the year.

11

(4)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options exercised based upon the exercise price of the options ($5.625 per share with a grant date of May 30, 1997) and the last trade of $13.25 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on October 5, 2004, the date the options were exercised.
(5)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options exercised based upon the exercise price of the options ($7.99 per share with a grant date of February 16, 2002) and the last trade of $14.05 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 28, 2004, the date the options were exercised.
(6)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options granted based upon the exercise price of the options ($9.36 per share with a grant date of May 1, 2003) and the last trade of $14.51 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 31, 2004, the last trading day of the year.
(7)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options exercised based upon the exercise price of the options ($5.625 per share with a grant date of May 30, 1997) and the last trade of $14.05 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 28, 2004, the date the options were exercised.
(8)	Represents the aggregate market value (market price of the common stock less the exercise price) of the options exercised based upon the exercise price of the options ($5.625 per share with a grant date of May 30, 1997) and the last trade of $14.51 per share of the common stock as reported on the NASDAQ System at the 4:00 p.m. ET Close on December 31, 2004, the last trading day of the year.
(9)	Numbers reflect the 2% stock dividend declared on October 31, 1997.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

AND CHANGE-IN-CONTROL ARRANGEMENTS

Effective January 1, 2003, the Company, the Bank and Mr. Kenneth J. Huey, Jr. amended an employment agreement dated July 29, 2001, to allow Mr. Huey to serve as Executive Vice President of the Bank and Chief Financial Officer and Chief Administration Officer of the Company through August 1, 2004.  On July 30, 2004, the term of Mr. Huey’s employment was extended through August 1, 2005.  From October 1991 through December 2002, Mr. Huey served as President and Chief Executive Officer of the Bank and from April 1996 through April 2002, he served as President and Chief Financial Officer of the Company.  The Company and the Bank may terminate the agreement at any time with or without cause.  In the event the officer is terminated without cause, the agreement provides that the terminated officer will receive compensation equal to said officer’s salary and employee benefits for the remainder of the term of the agreement.  The total compensation upon departure, for any reason, will not exceed three times the officer’s average annual compensation, based on the five most recent taxable years.  However, in the case of termination for cause, the Bank and the Company will only pay accrued salary and other vested benefits due said officer as of the date of termination.

Effective February 16, 2002, the Company, the Bank and Mr. Don K. Padgett signed an employment agreement allowing Mr. Padgett to serve as Executive Vice President, Chief Lending Officer of the Bank and Executive Officer of the Company through August 1, 2004.  In April 2002, Mr. Padgett was elected to serve as President of the Company.  Effective January 1, 2003, the Company, the Bank and Mr. Padgett amended the employment agreement dated February 16, 2002, to allow Mr. Padgett to serve as President, Chief Executive Officer, Chief Lending Officer and Director of the Bank and President of the Company through December 31, 2005.  The terms of such agreement are similar to those described above for the agreement with Mr. Huey.

Also, effective January 1, 2003, Mr. Norman Corzine’s employment agreement was extended to allow him to continue as Executive Vice President - Strategic Planning Officer and Vice Chairman of the Bank and Chairman and Chief Executive Officer of the Company through December 31, 2005.  The terms of such agreement are similar to those described above for the agreement with Mr. Huey.

By amendments dated February 15, 2004, the employment agreements with Mr. Corzine and Mr. Padgett were extended through December 31, 2006.  The amendments also revised Mr. Corzine’s and Mr. Padgett’s annual salaries and bonus structures, and modified certain terms relating to “good reason” termination by the officer.  Under the amendments, “good reason” includes a situation where (i) any

12

other corporation or entity acquires all or substantially all of the business of the Bank/Company; (ii) the officer is not re-elected an officer; (iii) the officer is assigned duties inconsistent with his duties as an officer or inconsistent with his experience; or (iv) the officer elects to retire.  In the event of a termination by the officer for “good reason”, the officer would be paid salary and employee benefits for the balance of the term of the employment agreement.  In addition, the Bank/Company would cover Mr. Corzine and dependent under the health/life benefit plan for life, with a portion of the premium paid by the officer.  In the case of a change in control and termination of the employment by the officer, the officer may request that amounts payable to the officer be made in cash or stock at the closing of the change of control transaction, or paid out over the remainder of the term of the employment agreement.

By amendments dated March 1, 2005, the employment agreements with Mr. Corzine and Mr. Padgett were extended through December 31, 2007 and effective March 1, 2005, the base annual salary for Mr. Corzine was raised by $10,000 to $190,000 per year, and the base salary for Mr. Padgett was raised by $15,000 to $165,000 per year.  In addition, the Compensation Committee approved a potential bonus distribution in early 2006 for 2005 performance of up to $100,000 to be shared equally by Mr. Corzine and Mr. Padgett.  The bonuses would be awarded at the discretion of the Compensation Committee based upon performance goals to be established by April 30, 2005.

TRANSACTIONS WITH THE BANK

There were no transactions with the Company or the Bank that require disclosure under Item 404 of Regulation S-B.  However, the following information is provided about loans from the Bank in excess of $60,000 that were made in the ordinary course of business, were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with the general public, and did not involve more than the normal risk of collectibility or present other unfavorable features or factors.

Certain of the Company’s executive officers, directors, and nominees for director and their respective immediate family members had transactions in excess of $60,000 originated or outstanding during the last two years with the Bank.  In 2002, Dr. Higgins obtained a home mortgage loan for $553,700, which was refinanced in 2003 for approximately $561,500 and has an outstanding balance of approximately $551,000.  In 1998, Mr. Martin obtained a home mortgage loan for approximately $150,000, which was refinanced on March 8, 2005 and has a current balance of approximately $197,500. During 2003, Mr. Martin obtained a commercial line of credit on his business in Portales, New Mexico with a $140,000 limit which is now closed.  Also during 2003, Mr. Martin obtained an amortizing commercial loan on his business in Clovis, New Mexico for approximately $130,000 which has a current balance of approximately $62,000.  In 2004, Mr. Martin obtained a commercial line of credit on his business in Clovis, New Mexico with a $230,000 limit, which has a current balance of approximately $189,000.  Also, during 2004, Mr. Martin obtained a commercial amortizing loan for approximately $13,000, which has a current balance of approximately $10,100, and a $16,000 commercial line of credit, which has a current balance of approximately $11,900.  In 1998, Mr. Moorhead’s company, Mechanical Representatives, obtained a line of credit for $300,000, which was renewed in 2002, 2003, and 2004 and currently has a zero balance.  In 2004, Mr. Huey obtained a $280,000 amortizing commercial mortgage loan for property in Clovis, New Mexico, which has a current balance of approximately $278,000. The Bank has loans outstanding to certain of the executive officers, directors, nominees for director which were originated more than two years ago, all of which have terms in accordance with applicable regulations and the Bank’s normal lending policies and none of which are in default.

The Company conducts an appropriate review of all the above transactions for potential conflict of interest situations on an ongoing basis, and the Audit Committee has considered and approved all of the above transactions.

13

All loans made by the Bank to directors, officers, employees, and related parties of the Bank and its affiliates are made in accordance with Regulation “O” promulgated by the Federal Reserve Board and the Bank’s normal lending policies.

In addition to the foregoing, the Bank services certain loans involving various of its executive officers, directors, nominees for director and their respective immediate family members, for which the Bank may receive a servicing fee.  However, the Bank may not be a party to such loans, but is merely the servicing agent for the holder of the loans.

EQUITY COMPENSATION PLAN INFORMATION
(as of December 31, 2004)

	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans [excluding securities reflected in column (a)]
Equity compensation * plans approved by security holders	168,449	$	6.75	74,035
Equity compensation plans not approved by security holders	N/A	N/A		N/A
Total	168,449	$	6.75	74,035

* This item includes stock options under the Company’s 1997 Stock Option and Incentive Plan, as well as stock units for non-employee directors pursuant to the Company’s Non-Employee Director Retainer Plan (“Retainer Plan”). Stock units were awarded to non-employee directors at the time of service pursuant to the Retainer Plan, based on the fair market value of the stock at that time, and no further payment is required for the director to receive stock upon leaving the Board. Therefore, in column (b), the weighted average exercise price of the stock units is included as zero.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has hired KPMG LLP (“KPMG”) to be its external auditors for the 2005 fiscal year, subject to ratification by the Company’s stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board of Directors recommends that stockholders vote “FOR” the approval of the appointment of KPMG LLP, as external auditors.

FEES PAID TO INDEPENDENT AUDITORS

The following table represents fees for professional services rendered by KPMG LLP for the audit of the Company’s annual consolidated financial statements for fiscal 2004 and 2003, and fees billed for other services rendered by KPMG LLP:

	2004		2003
Audit fees	$	225,320	$	122,086
Audit related fees(1)	15,955		8,050
Audit and audit related fees	241,275		130,136
Tax fees	-0-		-0-
All other fees	-0-		-0-
Total fees	$	241,275	$	130,136

(1) Audit related fees in 2004 and 2003 relate to assistance with implementation of the Sarbanes-Oxley Act, as well as review of proposed transactions.

14

The Audit Committee considered and confirmed that the provision of the services summarized in the above table was compatible with maintaining the independence of KPMG LLP as the Company’s independent auditors for the year 2004 audit.  In addition, the Audit Committee preapproves all auditing and permitted non-audit services provided by the Company’s independent auditors.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the meeting other than those matters described above in this Proxy Statement.  However, if any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted in respect thereof as determined by a majority of the Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the registrant’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of equity securities of the registrant.  Officers, directors, and greater than 10% shareholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company with respect to the fiscal year ended December 31, 2004, all Section 16(a) requirements applicable to officers, directors, and greater than 10% shareholders were complied with.

MISCELLANEOUS

The cost of solicitation of proxies will be borne by the Company.  In addition to solicitation by mail, directors, officers, and employees of the Company may solicit proxies personally or by telephone without additional compensation.

All stockholders of record as of the close of business on March 11, 2005 are being mailed the Company’s Annual Report along with this proxy statement.  Any stockholder who has not received a copy of such Annual Report may obtain a copy by writing to the Company.  Such Annual Report is not to be treated as a part of the proxy solicitation material nor as having been incorporated herein by reference.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Company’s proxy materials for next year’s Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at the Company’s Corporate Secretary, ACCESS ANYTIME BANCORP, INC., 801 Pile Street, P.O. Box 1569, Clovis, New Mexico 88101 no later than November 25, 2005.  Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.  A shareholder proposal submitted outside the processes of such rules will be considered untimely if notice is received by the Company after February 8, 2006, and the proxy for such meeting may confer discretionary authority to vote on a matter for which notice is not received in a timely manner.

	BY ORDER OF THE BOARD OF DIRECTORS
	Kathy Allenberg
	Corporate Secretary
Albuquerque, New Mexico
March 25, 2005

15

FORM 10-KSB

A COPY OF THE COMPANY’S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 (the “2004 10-KSB”), AS FILED WITH THE SEC, IS INCLUDED AS PART OF THE 2004 ANNUAL REPORT TO STOCKHOLDERS AND ACCOMPANIES THE INITIAL MAILING OF THIS PROXY STATEMENT TO THE STOCKHOLDERS.  IN ADDITION, A COPY OF THE 2004 10-KSB WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO KATHY ALLENBERG, CORPORATE SECRETARY, ACCESS ANYTIME BANCORP, INC., P.O. BOX 1569, 801 PILE STREET, CLOVIS, NEW MEXICO 88101.

16

March 25, 2005

Dear ESOP Participant:

In connection with the Annual Meeting of Stockholders of ACCESS ANYTIME BANCORP, INC. (the “Company”), the holding company for ACCESSBANK, you may direct the voting of the shares of ACCESS ANYTIME BANCORP, INC. common stock held by the ACCESSBANK Profit Sharing and Employee Stock Ownership Plan (the “ESOP”) Trust which are allocated to your account.

On behalf of the Board of Directors, I am forwarding to you a vote authorization form provided for the purpose of conveying your voting instructions to REDW Trust Co. (the “ESOP Trustee”).  Also enclosed, if not previously provided to you under separate cover, is a Notice and Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on April 29, 2005, and the ACCESS ANYTIME BANCORP, INC. Annual Report to Stockholders.

As of the Record Date, March 11, 2005, the ESOP Trust held shares of Company common stock allocated to participants’ accounts, including shares acquired under the 401(k) portion of the plan, and unallocated shares.  Allocated shares, including 401(k) purchased shares, will be voted as directed by the ESOP participants, provided timely instructions from the participants are received by the ESOP Trustee.  The allocated shares of Company common stock for which no instructions are provided, or for which no timely instructions are received by the ESOP Trustee, will not be voted by the ESOP Trustee.  Unallocated shares will be voted by the ESOP Trustee as directed by the ESOP Committee.

At this time, in order to direct the voting of the shares of Company common stock allocated to your account under the ESOP, please fill out and sign the enclosed vote authorization form and return it in the enclosed postage-paid envelope no later than April 8, 2005.  Your vote will not be revealed, directly or indirectly, to any officer, employee or director of the Company or ACCESSBANK.  The votes will be tallied by the ESOP Trustee and the ESOP Trustee will use the voting instructions it receives to vote the shares of Company common stock held in the ESOP Trust.

Sincerely,

Kathy Allenberg

Corporate Secretary

March 25, 2005

label

VOTE AUTHORIZATION FORM

I, the undersigned, understand that REDW Trust Co., the ESOP Trustee, is the holder of record and custodian of all shares attributed to me of ACCESS ANYTIME BANCORP, INC. (Company) common stock under the ACCESSBANK Profit Sharing and Employee Stock Ownership Plan.  Further, I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Stockholders to be held on April 29, 2005.

Accordingly, you are to vote my shares as follows:

1.	Election of Directors:
	Mr. Norman R. Corzine, Mr. Don K. Padgett, Mr. Robert Chad Lydick and Mr. Allan Moorhead

Mark one:	FOR all nominees listed above.
	FOR all nominees listed above except
	WITHHOLD AUTHORITY to vote
	for all nominees listed above.

2. Selection of KPMG LLP as independent auditors for the current year.

o FOR o AGAINST o ABSTAIN

The ESOP Trustee is hereby authorized to vote any shares attributed to me in its trust capacity as indicated above.

Date Signature

Please date, sign and return this form in the enclosed postage paid envelope no later than April  8, 2005.

REVOCABLE PROXY

ACCESS ANYTIME BANCORP, INC.

PROXY Solicited on Behalf of the Board of Directors

I N S T R U C T I O N S	The undersigned doeshereby constitute and appoint Mr. Norm Corzine and Mr. Don K. Padgett, and Rio each of them, true and lawful attorney-in-fact and proxy for the undersigned, with full power of  substitution to represent and vote the Common Stock of the undersigned at the Annual Meeting of Shareholders of ACCESS ANYTIME BANCORP, INC. to be held at the Sheraton Old Town Inn, 800 Grande Blvd, Albuquerque, New Mexico, on Friday, April 29, 2005, at 8:30 a.m., local time and at  any adjournments thereof on all matters coming before said meeting.
	This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
	Please date and sign exactly as name appears hereon. When signing as attorney, executor,  administrator, trustee, guardian, etc., give full title. If stock is held jointly, each owner should sign. If a  stock is owned by a corporation, please sign full corporate name by duly authorized officer. If a partnership, please sign in partnership name by authorized person.
	A vote FOR the following proposals is recommended by the Board of Directors.

1.	Election of Directors:
	(Norman R. Corzine, Don K. Padgett, Robert Chad Lydick and Allan Moorhead)
	Mark one:				FOR all nominees listed above.
					FOR all nominees listed above except
					WITHHOLD AUTHORITY to vote
					for all nominees listed above.
2.	Selection of KPMG LLP as independent auditors for the current year.
	o	FOR	o	AGAINST		o  ABSTAIN
3.	In their discretion, the proxies are authorized to vote upon such other matters as may properly come before this meeting or any adjournment or adjournments thereof.

Signature
Signature
Dated:	, 2005

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE