SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

     For the quarterly  period ended  September  30,2004

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

          For the transition period from ____________ to ____________
                         Commission File Number 0-32637

                            AMES NATIONAL CORPORATION
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        IOWA                                                    42-1039071
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of                           (I. R. S. Employer
 Incorporation or Organization)                           Identification Number)

                                405 FIFTH STREET
                                AMES, IOWA 50010
                    ----------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, Including Area Code: (515) 232-6251

                                 NOT APPLICABLE

             (Former Name, Former Address and Former Fiscal Year, if
                           Changed Since Last Report)

     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  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes __X__ No _____

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

COMMON STOCK,  $5.00 PAR VALUE                           3,137,066
- --------------------------------------------------------------------------------
           (Class)                      (Shares Outstanding at November 1, 2004)

                                       1




                            AMES NATIONAL CORPORATION
                                      INDEX

Page

Part I.  Financial Information

         Item 1.   Consolidated Financial Statements (Unaudited)

                   Consolidated  Balance  Sheets  at  September  30,
                   2004 and December 31, 2003                                  3

                   Consolidated  Statements  of  Income  for the
                   three and nine months ended September 30, 2004
                   and 2003                                                    4

                   Consolidated  Statements  of Cash  Flows for the
                   nine months ended September 30, 2004 and 2003               5

                   Notes to Consolidated Financial Statements                  6

         Item 2.   Management's Discussion and Analysis
                   of Financial Condition and Results of Operations         6-19

         Item 3.   Quantitative and Qualitative Disclosures
                   About Market Risk                                          19

         Item 4    Evaluation of Disclosure Controls and Procedures           19

Part II. Other Information

          Items 1 through 6                                                19-20

          Signatures                                                          21

                                       2




                   AMES NATIONAL CORPORATION AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (unaudited)



                                                                     September 30,       December 31,
                             Assets                                     2004                 2003
                                                                 --------------------------------------
                                                                                 
Cash and due from banks                                          $      30,392,905     $     31,982,144
Federal funds sold                                                         335,000           20,380,000
Interest bearing deposits in financial institutions                      9,214,595            6,363,538
Securities available-for-sale                                          356,253,991          323,115,914
Loans receivable, net                                                  387,402,492          355,533,119
Loans held for sale                                                        340,150              859,139
Bank premises and equipment, net                                         8,783,819            8,377,807
Accrued income receivable                                                6,716,873            5,842,247
Other assets                                                               908,172              332,556
                                                                  -------------------------------------
           Total assets                                          $     800,347,997     $    752,786,464
                                                                 ======================================

Liabilities and Stockholders' Equity
Liabilities:
Deposits:
   Demand                                                        $      65,855,704     $     71,372,534
   NOW accounts                                                        173,726,694          138,308,140
   Savings and money market                                            171,534,487          166,387,319
   Time, $100,000 and over                                              66,861,191           69,486,570
   Other time                                                          170,939,177          173,993,964
                                                                 --------------------------------------
           Total deposits                                              648,917,253          619,548,527

Federal funds purchased and securities
   sold under agreements to repurchase                                  32,992,304           18,198,403
Dividends payable                                                        3,074,325            1,441,204
Deferred taxes                                                           2,553,015            3,238,665
Accrued interest and other liabilities                                   3,166,620            3,034,670
                                                                  -------------------------------------
           Total liabilities                                           690,703,517          645,461,469
                                                                  -------------------------------------
Stockholders' Equity:
   Common stock, $5 par value;  authorized  6,000,000  shares;
     issued 3,153,230 shares at September 30, 2004 and
     December 31, 2003;  outstanding  3,137,066 shares at
     September 30, 2004 and 3,133,053 shares at December 31, 2003       15,766,150           15,766,150
   Additional paid-in-capital                                           25,378,746           25,351,979
   Retained earnings                                                    61,546,936           58,400,660
   Treasury stock, at cost; 16,164 shares at September 30, 2004
     and 20,177 shares at December 31, 2003                               (889,020)          (1,109,735)
   Accumulated other comprehensive income- net unrealized gain
     on securities available-for-sale                                    7,841,668            8,915,941
                                                                  -------------------------------------

           Total stockholders' equity                                  109,644,480          107,324,995
                                                                  -------------------------------------
           Total liabilities and stockholders' equity             $    800,347,997     $    752,786,464
                                                                  =====================================

See Notes to Consolidated Financial Statements.

                                       3


                   AMES NATIONAL CORPORATION AND SUBSIDIARIES

                        Consolidated Statements of Income
                                   (unaudited)



                                                        Three Months Ended                Nine Months Ended
                                                           September 30,                    September 30,
                                                        2004           2003             2004             2003
Interest and dividend income:                       --------------------------     -----------------------------
                                                                                      
   Loans                                            $ 5,721,244   $  5,576,844     $  16,545,006   $  16,784,078
   Securities
     Taxable                                          2,157,631      1,841,920         6,385,422       5,518,204
     Tax-exempt                                       1,061,069        940,760         3,206,725       2,553,150
   Federal funds sold                                     3,065        121,263            81,161         534,865
   Dividends                                            380,838        337,259         1,129,368       1,018,103
                                                    --------------------------     -----------------------------
Total Interest Income                                 9,323,847      8,818,046        27,347,682      26,408,400
                                                    --------------------------     -----------------------------
Interest expense:
   Deposits                                           2,470,179      2,392,420         7,144,678       7,664,617
   Other borrowed funds                                 192,070         74,735           360,697         216,069
                                                    --------------------------     -----------------------------
Total Interest Expense                                2,662,249      2,467,155         7,505,375       7,880,686
                                                    --------------------------     -----------------------------
         Net interest income                          6,661,598      6,350,891        19,842,307      18,527,714

Provision for loan losses                               (63,820)        87,000           204,888         512,740
                                                    --------------------------     -----------------------------

Net interest income after provision for loan
 losses                                               6,725,418      6,263,891        19,637,419      18,014,974
                                                    --------------------------     -----------------------------
Non-interest income:
   Trust department income                              266,539        279,157           875,697         881,259
   Service fees                                         503,027        395,491         1,320,895       1,137,490
   Securities gains, net                                 19,821        539,623            51,363       1,186,230
   Gain on sale of loans held for sale                  125,764        366,978           473,505         937,974
   Merchant and ATM fees                                137,384        164,179           406,789         412,213
   Other                                                365,236        186,193           680,362         484,002
                                                    --------------------------     -----------------------------
         Total non-interest income                    1,417,771      1,931,621         3,808,611       5,039,168
                                                    --------------------------     -----------------------------
Non-interest expense:
   Salaries and employee benefits                     2,240,214      2,204,712         6,768,289       6,699,133
   Occupancy expenses                                   250,782        341,562           755,734         841,908
   Data processing                                      482,341        504,643         1,590,621       1,589,780
   Other operating expenses                             730,908        594,914         1,918,551       1,793,681
                                                    --------------------------     -----------------------------
         Total non-interest expense                   3,704,245      3,645,831        11,033,195      10,924,502
                                                    --------------------------     -----------------------------
         Income before income taxes                   4,438,944      4,549,681        12,412,835      12,129,640

Income tax expense                                    1,066,557      1,309,039         3,213,867       3,369,445
                                                    --------------------------     -----------------------------
         Net income                                 $ 3,372,387   $  3,240,642     $   9,198,968   $   8,760,195
                                                    ==========================     =============================
Basic and diluted earnings per share                $      1.08   $       1.03     $        2.93   $        2.80
                                                    ==========================     =============================
Declared dividends per share                        $      0.49   $       0.46     $        1.93   $        1.82
                                                    ==========================     =============================
Comprehensive Income (Loss)                         $ 6,946,426   $    117,585     $   8,124,695   $   8,791,195
                                                    ===========================    =============================

See Notes to Consolidated Financial Statements.

                                       4


                   AMES NATIONAL CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (unaudited)



                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                -------------------------------
                                                                                     2004               2003
                                                                                -------------------------------
                                                                                               
Cash flows from operating activities:
   Net income                                                                  $   9,198,968       $  8,760,195
   Adjustments to reconcile net income to net cash provided by
   operating activities:
     Provision for loan losses                                                       204,888            512,740
     Amortization and accretion, net                                                 512,740            457,624
     Depreciation                                                                    673,275            759,812
     Provision for deferred taxes                                                    (54,728)          (147,602)
     Securities gains, net                                                           (51,363)        (1,186,230)
     Change in assets and liabilities:
     (Increase) decrease loans held for sale                                         518,989            384,618
     (Increase) decrease in accrued income receivable                               (874,626)          (465,891)
     (Increase) decrease in other assets                                            (575,616)           224,651
     Increase in accrued interest and other liabilities                              131,950            820,622
                                                                                --------------------------------

           Net cash provided by operating activities                               9,684,477         10,120,539
                                                                                --------------------------------

Cash flows from investing activities:
   Purchase of securities available-for-sale                                    (111,799,588)      (114,406,276)
   Proceeds from sale of securities available-for-sale                             1,746,803          4,916,172
   Proceeds from maturities of securities available-for-sale                      74,748,136         54,076,441
   Net (increase) in interest bearing deposits in financial institutions          (2,851,057)        (5,000,000)
   Net (increase) decrease in federal funds sold                                  20,045,000        (15,483,000)
   Net (increase) in loans                                                       (32,074,261)       (13,593,988)
   Purchase of bank premises and equipment                                        (1,079,287)          (585,209)
                                                                                --------------------------------

           Net cash used in investing activities                                 (51,264,254)       (90,075,860)
                                                                                --------------------------------

Cash flows from financing activities:
   Increase in deposits                                                           29,368,726         51,899,665
   Increase (decrease) in federal funds purchased
     and securities sold under agreements to repurchase                           14,793,901          4,126,654
   Dividends paid                                                                 (4,419,571)        (4,194,707)
   Proceeds from issuance of treasury stock                                          247,482            221,870
                                                                                --------------------------------
           Net cash provided by financing activities                              39,990,538         52,053,482
                                                                                --------------------------------
           Net decrease in cash and cash equivalents                              (1,589,239)       (27,901,839)
                                                                                --------------------------------
Cash and cash equivalents at beginning of quarter                                 31,982,144         51,688,784
                                                                                --------------------------------
Cash and cash equivalents at end of quarter                                    $  30,392,905       $ 23,786,945
                                                                                ================================

Supplemental disclosures of cash flow information:

   Cash paid for interest                                                      $   7,761,791       $  7,905,197
   Cash paid for taxes                                                             3,314,024          3,383,157


See Notes to Consolidated Financial Statements.

                                       5


AMES NATIONAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial statements (Unaudited)


1.   Significant Accounting Policies

     The consolidated  financial statements for the three and nine month periods
ended  September  30,  2004  and  2003  are  unaudited.  In the  opinion  of the
management  of  Ames  National  Corporation  (the  "Company"),  these  financial
statements  reflect  all  adjustments,   consisting  only  of  normal  recurring
accruals,  necessary to present fairly these consolidated  financial statements.
The results of operations for the interim periods are not necessarily indicative
of results  which may be expected for an entire year.  Certain  information  and
footnote disclosures normally included in complete financial statements prepared
in accordance with generally accepted accounting principles have been omitted in
accordance with the requirements for interim financial  statements.  The interim
financial  statements and notes thereto  should be read in conjunction  with the
year-end  audited  financial  statements  contained in the Company's  10-K.  The
consolidated  condensed financial statements include the accounts of the Company
and  its  wholly-owned  banking  subsidiaries  (the  "Banks").  All  significant
intercompany balances and transactions have been eliminated in consolidation.

2.  Dividends

    On August 11,  2004,  the  Company  declared a cash  dividend  on its common
stock,  payable on November 15, 2004 to stockholders of record as of November 1,
2004, equal to $0.49 per share.

3. Earnings Per Share

     Earnings per share  amounts  were  calculated  using the  weighted  average
shares  outstanding   during  the  periods   presented.   The  weighted  average
outstanding  shares for the three months ended  September 30, 2004 and 2003 were
3,137,066 and 3,133,053,  respectively.  The weighted average outstanding shares
for the nine  months  ended  September  30,  2004 and 2003  were  3,134,620  and
3,130,607, respectively.

4.  Off-Balance Sheet Arrangements

     The Company is party to financial instruments with  off-balance-sheet  risk
in  the  normal  course  of  business.   These  financial   instruments  include
commitments to extend credit and standby  letters of credit.  These  instruments
involve,  to varying  degrees,  elements  of credit risk in excess of the amount
recognized  in  the  balance  sheet.  No  material   changes  in  the  Company's
off-balance sheet arrangements have occurred since December 31, 2003.

5.  Impact of New Financial Accounting Standards

     At the March 17-18, 2004 Emerging Issues Task Force ("EITF")  meeting,  the
Task  Force   reached  a   consensus   on  Issue  No.   03-1,   The  Meaning  of
Other-Than-Temporary Impairment and its Application to Certain Investments. EITF
03-1 provides  guidance for determining  the meaning of  "other-than-temporarily
impaired" and its application to certain debt and equity  securities  within the
scope of Statement of Financial  Accounting  Standards No. 115,  Accounting  for
Certain  Investments in Debt and Equity  Securities ("SFAS 115") and investments
accounted for under the cost method. The guidance set forth in the Statement was
originally  effective  for the Company in the  September  30, 2004  consolidated
financial statements. However, in September 2004, the effective dates of certain
parts of the  Statement  were  delayed.  Management  is currently  assessing the
impact of Issue 03-1 on the consolidated financial statements.

Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations

Overview

     Ames National  Corporation  is a bank holding  company  established in 1975
that owns and operates five bank  subsidiaries  in central  Iowa.  The following
discussion  is provided for the  consolidated  operations of the Company and its
Banks, First National Bank, Ames, Iowa (First National),  State Bank & Trust Co.
(State  Bank),  Boone Bank & Trust Co. (Boone  Bank),  Randall-Story  State Bank
(Randall-Story  Bank) and United Bank & Trust NA (United  Bank).  The purpose of
this  discussion  is to focus on  significant  factors  affecting  the Company's
financial condition and results of operations.

                                       6


     The Company does not engage in any material business  activities apart from
its ownership of the Banks.  Products and services  offered by the Banks are for
commercial and consumer purposes  including loans,  deposits and trust services.
The Banks also offer investment  services  through a third-party  broker dealer.
The Company employs nine individuals to assist with financial  reporting,  human
resources,  audit,  compliance,  technology  systems  and  the  coordination  of
management  activities,  in addition  to 178  full-time  equivalent  individuals
employed by the Banks.

     The  Company's  primary  competitive  strategy is to utilize  seasoned  and
competent  Bank  management  and local  decision  making  authority  to  provide
customers with faster  response  times and more  flexibility in the products and
services  offered.  This  strategy  is viewed as  providing  an  opportunity  to
increase revenues through creating a competitive  advantage over other financial
institutions.  The Company  also  strives to remain  operationally  efficient to
provide  better   profitability   while  enabling  the  Company  to  offer  more
competitive loan and deposit rates.

     The  principal  sources of Company  revenues and cashflow are: (i) interest
and fees  earned on loans made by the  Banks;  (ii)  service  charges on deposit
accounts  maintained at the Banks;  (iii)  interest on fixed income  investments
held  by the  Banks;  (iv)  fees on  trust  services  provided  by  those  Banks
exercising  trust  powers;  and (v)  securities  gains and  dividends  on equity
investments held by the Company and the Banks. The Company's  principal expenses
are:  (i)  interest  expense  on deposit  accounts  and other  borrowings;  (ii)
salaries and employee  benefits;  (iii) data  processing  costs  associated with
maintaining the Bank's loan and deposit  functions;  and (iv) occupancy expenses
for maintaining the Banks' facilities. The largest component contributing to the
Company's net income is net interest  income,  which is the  difference  between
interest earned on earning assets (primarily loans and investments) and interest
paid on interest bearing liabilities  (primarily deposits and other borrowings).
One of management's principal functions is to manage the spread between interest
earned on earning assets and interest paid on interest bearing liabilities in an
effort to maximize net interest income while maintaining an appropriate level of
interest rate risk.

     The  Company  earned net income of  $3,372,000,  or $1.08 per share for the
three months ended September 30, 2004, compared to net income of $3,241,000,  or
$1.03 per share,  for the three months ended  September 30, 2003, an increase of
4%. Net interest income  increased  $311,000 and was the largest  contributor to
the higher level of  quarterly  earnings.  The improved net interest  income was
partially offset by the lack of realized securities gains and lower gains on the
sale of secondary market residential mortgage loans.

     For the nine month period ending September 30, 2004, the Company earned net
income of  $9,199,000,  or $2.93 per  share,  a 5%  increase  over net income of
$8,760,000,  or $2.80 per share, earned a year ago. A stable net interest margin
and a higher volume of earning  assets  resulted in an additional  $1,315,000 in
net  interest  income for the first  nine  months of 2004  compared  to the same
period one year ago. Similar to the quarterly results, the improved net interest
income was offset with lower security gains and declining income relating to the
sale of secondary market residential mortgage loans.

     The  following  management  discussion  and analysis will provide a summary
review of important items relating to:

     o Challenges
     o Key Performance Indicators and Industry Results
     o Income Statement Review
     o Balance Sheet Review
     o Asset Quality and Credit Risk Management
     o Liquidity and Capital Resources
     o Forward-Looking Statements and Business Risks

                                       7


Challenges

     Management has identified certain challenges that may negatively impact the
Company's  revenues in the future and is  attempting  to position the Company to
best respond to those challenges.

o    Interest rates have moved above their historic  lows;  however,  additional
     rapid  increases in interest  rates may present a challenge to the Company.
     Such an increase may negatively impact the Company's net interest margin if
     interest expense increases more quickly than interest income. The Company's
     earning assets  (primarily its loan and investment  portfolio)  have longer
     maturities than its interest bearing  liabilities  (primarily  deposits and
     other  borrowings);  therefore,  in a  rising  interest  rate  environment,
     interest  expense will increase  more quickly than  interest  income as the
     interest bearing  liabilities  reprice more quickly than earning assets. In
     response to this challenge, the Banks model quarterly the changes in income
     that would  result  from  various  changes in  interest  rates.  Management
     believes   Bank  assets  have  the   appropriate   maturity  and  repricing
     characteristics  to optimize  earnings  and the Banks'  interest  rate risk
     positions.

o    The volume of mortgage loan refinancing has declined in 2004 and this trend
     is expected to continue for the remainder of the year. Income from the sale
     of  secondary  market  loans  totaled  $473,000  for the nine months  ended
     September 30, 2004  compared to $938,000 for the same period in 2003.  This
     slowdown has had a negative impact on the Company's  noninterest  income as
     the refinancing activity generated record fee income of $1,155,000 in 2003.
     The Banks are  focusing  more  attention on  relationships  with local real
     estate  agents in an effort to expand the  mortgage  loan fees derived from
     home purchases as refinancing activity begins to diminish.

o    The Company's market in central Iowa has numerous banks, credit unions, and
     investment  and  insurance   companies   competing  for  similar   business
     opportunities.  This competitive  environment will continue to put downward
     pressure on the Banks' net interest margins and thus affect  profitability.
     Activities the Company is  undertaking  to address this  challenge  include
     additional  focus on  improving  customer  service,  packaging  products to
     provide  more  convenience  for  customers,   and  remaining  operationally
     efficient to maintain profitability with lower net interest margins.

o    A potential  challenge to the Company's  earnings would be poor performance
     in the Company's equity portfolio, thereby reducing the historical level of
     realized  security gains.  The Company invests capital that may be utilized
     for future  expansion  in a portfolio of  primarily  financial  and utility
     stocks  totaling $25 million as of September 30, 2004. The Company  focuses
     on  stocks  that have  historically  paid  dividends  that may  lessen  the
     negative effects of a bear market.

Key Performance Indicators and Industry Results

     Certain key  performance  indicators  for the Company and the  industry are
presented  in the  following  chart.  The  industry  figures are compiled by the
Federal  Deposit  Insurance  Corporation  (FDIC)  and  are  derived  from  9,079
commercial  banks and  savings  institutions  insured  by the  FDIC.  Management
reviews  these  indicators  on a quarterly  basis for purposes of comparing  the
Company's performance from quarter to quarter and to determine how the Company's
operations compare to the industry as a whole.

                                       8


Selected Indicators for the Company and the Industry


                        September 30, 2004          June 30, 2004                  Years Ended December 31,
                       3 Months    9 Months           6 Months        -------------------------------------------------
                        Ended       Ended              Ended                  2003                        2002
                       ----------------------   ------------------    ---------------------       ---------------------
                       Company     Company      Company  Industry*    Company      Industry       Company      Industry
                                                                                        

Return on  assets        1.70%       1.57%        1.51%      1.33%      1.60%        1.38%          1.78%        1.30%

Return on equity        12.66%      11.44%       10.84%     14.21%     11.16%       15.04%         11.54%       14.14%

Net interest margin      3.95%       4.00%        4.02%      3.61%      4.02%        3.73%          4.51%        3.96%

Efficiency ratio        45.85%      46.65%       47.07%     57.97%     47.18%       56.59%         44.64%       56.00%

Capital/Ave. Assets     13.83%      14.06%       13.21%      8.05%     14.33%        7.88%         15.46%        7.87%

<FN>
*Latest available data
</FN>


Key performances indicators include:

     o  Return on Assets

     This ratio is  calculated by dividing net income by average  assets.  It is
     used to  measure  how  effectively  the  assets  of the  Company  are being
     utilized in generating income.  The Company's  annualized return on average
     assets was 1.57% and 1.63%, respectively, for the nine month periods ending
     September 30, 2004 and 2003.  Although the Company's return on assets ratio
     compares favorably to that of the industry,  this ratio declined in 2004 as
     assets grew more quickly than income.

     o  Return on Equity

     This ratio is  calculated by dividing net income by average  equity.  It is
     used to  measure  the net income or return the  Company  generated  for the
     shareholders'  equity investment in the Company.  The Company's  annualized
     return on equity ratio is below that of the industry  primarily as a result
     of the higher level of capital the Company  maintains for future growth and
     acquisitions. The Company's return on average equity was 11.44% and 11.28%,
     respectively for the nine month periods ending September 30, 2004 and 2003.
     A higher  average level of retained  earnings and net  unrealized  gains on
     securities available for sale led to the lower return on equity in 2004.

     o  Net Interest Margin

     The ratio is calculated by dividing net interest  income by average earning
     assets.  Earning assets are primarily made up of loans and investments that
     earn  interest.  This ratio is used to measure how well the Company is able
     to   maintain   interest   rates  on   earning   assets   above   those  of
     interest-bearing  liabilities,  which  is  the  interest  expense  paid  on
     deposits and other  borrowings.  The Company's net interest margin compares
     favorably to the  industry;  however,  management  expects the  competitive
     nature of the Company's market  environment to put downward pressure on the
     Company's margin.

     o  Efficiency Ratio

     This ratio is  calculated by dividing  noninterest  expense by net interest
     income and  noninterest  income.  The ratio is a measure  of the  Company's
     ability to manage  noninterest  expenses.  The Company's  efficiency  ratio
     compares  favorably to the industry's average and was 46.65% and 46.36% for
     the nine months ended September 30, 2004 and 2003, respectively.

     o  Capital Ratio

     The average capital ratio is calculated by dividing total equity capital by
     average  total  assets.  It measures  the level of average  assets that are
     funded  by  shareholders'  equity.  Given  an  equal  level  of risk in the
     financial  condition  of two  companies,  the  higher  the  capital  ratio,
     generally the more  financially  sound the company.  The Company's  capital
     ratio is significantly  higher than the industry average. The capital ratio
     declined  from  December  31, 2003 as the result of higher  interest  rates
     causing the unrealized gains in the Banks' bond portfolios to decline.

                                       9


Industry Results

     The FDIC Quarterly  Banking Profile reported the following  results for the
second quarter of 2004:

Strengthening loan demand boosted earnings at a majority of institutions  during
the second  quarter,  but higher  expenses  at a few large  banks  caused  total
industry  income to  register a slight  decline.  Insured  commercial  banks and
savings institutions earned $31.2 billion in the second quarter of 2004, up $986
million (3.3%) from a year earlier.  This was $656 million (2.1%) less than they
earned  in the  first  quarter,  but it  still  represented  the  second-highest
quarterly earnings total ever for the industry.  A decline of $954 million (36.7
%) in gains on sales of securities and other assets,  and a $3.2-billion  (4.3%)
increase in noninterest  expenses were the main reasons that earnings  failed to
set a new record. The average return on assets (ROA) was 1.31%, compared to 1.38
% in the first quarter.  Almost 60 % of the 9,079  institutions  reported higher
net income,  while 55% had higher ROAs. More than half of all institutions - 53%
- - had ROAs of 1% or higher for the quarter.

Income Statement Review for Three Months Ended September 30, 2004

     The following  highlights a comparative  discussion of the major components
of net income and their impact for the last two years:

Critical Accounting Policies

     The  discussion  contained  in this Item 2 and other  disclosures  included
within this report are based on the  Company's  audited  consolidated  financial
statements.  These  statements  have been prepared in accordance with accounting
principles  generally  accepted in the United  States of America.  The financial
information  contained in these  statements is, for the most part,  based on the
financial  effects  of  transactions  and  events  that have  already  occurred.
However, the preparation of these statements requires management to make certain
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses.

     The Company's  significant  accounting policies are described in the "Notes
to Consolidated  Financial Statements" contained in the Company's 10-K. Based on
its  consideration  of  accounting  policies  that  involve the most complex and
subjective estimates and judgments,  management has identified its most critical
accounting policy to be that related to the allowance for loan losses.

     The allowance for loan losses is  established  through a provision for loan
losses  that is treated as an expense and charged  against  earnings.  Loans are
charged  against the  allowance  for loan losses when  management  believes that
collectibility  of the  principal  is  unlikely.  The Company has  policies  and
procedures for  evaluating  the overall  credit  quality of its loan  portfolio,
including  timely  identification  of potential  problem  loans.  On a quarterly
basis,  management  reviews the  appropriate  level for the  allowance  for loan
losses  incorporating a variety of risk  considerations,  both  quantitative and
qualitative.   Quantitative   factors  include  the  Company's  historical  loss
experience,   delinquency  and  charge-off  trends,   collateral  values,  known
information  about  individual  loans and  other  factors.  Qualitative  factors
include the general  economic  environment in the Company's  market area and the
expected trend of the economic  conditions.  To the extent actual results differ
from forecasts and management's  judgment,  the allowance for loan losses may be
greater or lesser than future charge-offs.

AVERAGE BALANCES AND INTEREST RATES

     The  following  two tables are used to calculate the Company's net interest
margin.  The first table  includes the Company's  average assets and the related
income to  determine  the  average  yield on earning  assets.  The second  table
includes the average  liabilities  and related  expense to determine the average
rate paid on interest bearing  liabilities.  The net interest margin is equal to
the interest income less the interest expense divided by average earning assets.

                                       10



                                                            AVERAGE BALANCE SHEETS AND INTEREST RATES
                                         -------------------------------------------------------------------------------
                                                                 Three Months Ended September 30,
                                         -------------------------------------------------------------------------------
                                                         2004                                        2003
                                          ----------------------------------          ----------------------------------
ASSETS                                    Average       Revenue/      Yield/           Average      Revenue/      Yield/
(dollars in thousands)                    balance       expense        rate            balance      expense        rate
                                          ----------------------------------          ----------------------------------

         Interest-earning assets
                                                                                                
Loans

Commercial                                 $49,740         $646        5.20%           $37,426       $  533        5.70%
Agricultural                                28,689          468        6.53%            25,788          439        6.81%
Real estate                                289,358        4,291        5.93%           266,781        4,273        6.41%
Installment and other                       22,299          316        5.67%            21,431          332        6.20%
                                          -----------------------------------        -----------------------------------
Total loans (including fees)              $390,086       $5,721        5.87%          $351,426       $5,577        6.35%

Investment securities

Taxable                                   $218,252       $2,239        4.10%          $162,453       $1,933        4.76%
Tax-exempt                                 129,555        2,043        6.31%           108,285        1,762        6.51%
                                         -----------------------------------         -----------------------------------
Total investment securities               $347,807       $4,282        4.92%          $270,738       $3,695        5.46%

Interest bearing deposits with banks        $8,985          $33        1.47%            $6,000          $24        1.60%
Federal funds sold                           1,086            3        1.10%            49,991          121        0.97%
                                         ------------------------------------       ------------------------------------
Total interest-earning assets             $747,964      $10,039        5.37%          $678,155       $9,417        5.55%

Non-interest-earning assets                 45,047                                      48,413
                                         ---------                                  ----------

TOTAL ASSETS                              $793,011                                  $  726,568
                                          ========                                  ==========
<FN>
1    Average loan balances include  nonaccrual loans, if any. Interest income on
     nonaccrual loans has been included.

2    Tax-exempt  income has been  adjusted  to a  tax-equivalent  basis using an
     incremental tax rate of 35% and 34% in 2004 and 2003, respectively.
</FN>


                                       11



                                                               AVERAGE BALANCE SHEETS AND INTEREST RATES
                                              ---------------------------------------------------------------------------
                                                                   Three Months Ended September 30,
                                                             2004                                    2003
                                              ----------------------------------       ----------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY           Average     Revenue/      Yield/         Average      Revenue/     Yield/
(dollars in thousands)                         balance      expense       rate          balance      expense       rate
                                              ----------------------------------       ----------------------------------
                                                                                                
              Interest-bearing liabilities
Deposits
Savings, NOW accounts, and money markets     $ 324,818     $   817        1.01%        $293,207       $  591       0.81%
Time deposits < $100,000                       172,639       1,226        2.84%         171,865        1,357       3.16%
Time deposits > $100,000                        67,127         427        2.54%          66,458          444       2.67%
                                             ----------------------------------      -----------------------------------
Total deposits                               $ 564,584     $ 2,470        1.75%        $531,530       $2,392       1.80%
Other borrowed funds                            47,387         192        1.62%          21,144           75       1.42%
                                             ----------------------------------      -----------------------------------
Total Interest-bearing                       $ 611,971     $ 2,662        1.74%        $552,674       $2,467       1.79%
liabilities                                                ------

            Non-interest-bearing liabilities
Demand deposits                              $  66,449                                 $ 60,434
Other liabilities                                8,061                                    9,099
                                             --------                                ----------

Stockholders' equity                         $ 106,530                                 $104,361
                                             ---------                               ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                         $ 793,011                                 $726,568
                                             =========                                =========

Net interest: income  / margin                            $ 7,377        3.95%                        $6,950       4.10%
                                                          =======                                     ======
Spread Analysis

Interest income/average assets                            $10,039        5.06%                        $9,417       5.18%
Interest expense/average assets                             2,662        1.34%                         2,467       1.36%
Net interest income/average assets                          7,377        3.72%                         6,950       3.82%
<FN>
1    Tax-exempt  income has been  adjusted  to a  tax-equivalent  basis using an
     incremental tax rate of 35% and 34% in 2004 and 2003, respectively.
</FN>


                                       12

Net Interest Income

     For the three months ended  September 30, 2004 and 2003,  the Company's net
interest   margin   adjusted  for  tax  exempt   income  was  3.95%  and  4.10%,
respectively.  Net  interest  income,  prior to the  adjustment  for  tax-exempt
income,  for the three months ended  September  30, 2004 and  September 30, 2003
totaled $6,662,000 and $6,351,000, respectively.

     For the quarter ended  September 30, 2004,  net interest  income  increased
$506,000  or 5.7% when  compared to the same period in 2003.  The  increase  was
attributable to higher volume of loans and investments.

     Interest expense increased $195,000 or 7.9% for the quarter ended September
30, 2004 when compared to the same period in 2003. The higher  interest  expense
for the  quarter  is  attributable  to a higher  volume  of  deposits  and other
borrowed funds and increasing interest rates paid on other borrowed funds.

Provision for Loan Losses

     The  Company's  provision  for  loan  losses  for the  three  months  ended
September 30, 2004 was a negative  $64,000  compared to $87,000  during the same
period  last  year.  A  recovery  at First  National  of  $139,000  on a problem
commercial  credit  contributed to the negative  provision for the quarter.  Net
recoveries  totaled  $99,000  for the three  months  ended  September  30,  2004
compared to net  charge-offs of $19,000 for the three months ended September 30,
2003.

Non-interest Income and Expense

     Non-interest income decreased  $514,000,  or 26.6% during the quarter ended
September  30, 2004  compared to the same period in 2003.  The  decrease  can be
attributed  to the $20,000 of realized  gains on the sale of  securities  in the
Company's  equity portfolio in the third quarter of 2004 compared to $540,000 in
the  third  quarter  of  2003.  Lower  gains  on the  sale of  secondary  market
residential  mortgage loans also contributed to lower non-interest income as the
record level of refinancing activity experienced in 2003 slowed down in 2004.

     Non-interest  expense  increased  $58,000 or 1.6% for the third  quarter of
2004 compared to the same period in 2003.

Income Taxes

     The  provision  for income taxes for  September  30, 2004 and September 30,
2003 was  $1,067,000 and  $1,309,000,  respectively.  This amount  represents an
effective tax rate of 24.0% for the three months ended September 30, 2004 versus
28.8% for the same quarter in 2003. The Company's  marginal  federal tax rate is
currently 35%. The difference  between the Company's  effective and marginal tax
rate is primarily related to investments made in tax exempt securities.

Income Statement Review for Nine Months Ended September 30, 2004

     The following  highlights a comparative  discussion of the major components
of net income and their impact for the last two years:

                                       13


AVERAGE BALANCES AND INTEREST RATES

     The  following  two tables are used to calculate the Company's net interest
margin.  The first table  includes the Company's  average assets and the related
income to  determine  the  average  yield on earning  assets.  The second  table
includes the average  liabilities  and related  expense to determine the average
rate paid on interest bearing  liabilities.  The net interest margin is equal to
the interest income less the interest expense divided by average earning assets.



                                                                     Nine Months Ended September 30,
                                                            2004                                           2003
                                             -------------------------------------        -------------------------------------
ASSETS                                        Average      Revenue/      Yield/              Average     Revenue/      Yield/
(dollars in thousands)                        balance      expense        rate               balance     expense        rate
                                             --------------------------------------        --------------------------------------
                                                                                                        
        Interest-earnings assets
Loans
Commercial                                      $ 47,120      $ 1,799        5.09%            $ 38,360      $ 1,645         5.72%
Agricultural                                      27,981        1,348        6.42%              25,940        1,351         6.94%
Real estate                                      279,027       12,421        5.94%             262,710       12,751         6.47%
Installment and other                             22,757          977        5.72%              20,516        1,037         6.74%
                                             --------------------------------------          ------------------------------------
Total loans (including fees)                    $376,885      $16,545        5.85%            $347,526      $16,784         6.44%

Investment securities
  Taxable                                       $210,224      $ 6,635        4.21%            $155,779      $ 5,838         5.00%
  Tax-exempt                                     126,283        6,151        6.49%              95,654        4,863         6.78%
                                             --------------------------------------          ------------------------------------
Total investment securities                     $336,507      $12,786        5.07%            $251,433      $10,701         5.67%

Interest bearing deposits with banks            $  8,501          $89        1.40%            $  4,010      $    41         1.36%
Federal funds sold                                10,663           81        1.01%              66,091          535         1.08%
                                             --------------------------------------          ------------------------------------
Total interest-earning assets                   $732,556      $29,501        5.37%            $669,060      $28,061         5.59%


Total noninterest-earning assets                $ 47,440                                      $ 48,343
                                               ----------                                    ----------

TOTAL ASSETS                                    $779,996                                      $717,403
                                               ==========                                    ==========
<FN>
1 Average loan balance  include  nonaccrual  loans,  if any.  Interest income on
  nonaccrual loans has been included.

2 Tax-exempt  income  has been  adjusted  to a  tax-equivalent  basis  using an
  incremental tax rate of 35% and 34% in 2004 and 2003, respectively.
</FN>


                                       14


                                                                AVERAGE BALANCE SHEETS AND INTEREST RATES

                                                                      Nine Months Ended September 30,
                                                                2004                                  2003
                                                  --------------------------------      --------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY              Average      Revenue/      Yield/      Average      Revenue/     Yield/
(dollars in thousands)                            balance       expense       rate       balance      expense       rate
                                                  --------------------------------      --------------------------------
              Interest-bearing liabilities

                                                                                                  
Deposits

  Savings, NOW accounts, and money markets          $323,812     $ 2,113    0.87%       $294,136      $ 2,110       0.96%
  Time deposits < $100,000                           174,494       3,748    2.86%        169,677        4,176       3.28%
  Time deposits > $100,000                            69,461       1,283    2.46%         64,509        1,379       2.85%
                                                  --------------------------------     -----------------------------------
Total deposits                                      $567,767     $ 7,144    1.68%       $528,322      $ 7,665       1.93%
Other borrowed funds                                  32,085         361    1.50%         18,646          216       1.54%
                                                  --------------------------------     -----------------------------------
Total Interest-bearing                              $599,852     $ 7,505    1.67%       $546,968      $ 7,881       1.92%
liabilities                                                       ------

             Noninterest-bearing liabilities

Demand deposits                                     $ 64,927                            $ 58,369
Other liabilities                                      8,028                               8,486
                                                  -----------                          -----------

Stockholders' equity                                $107,189                            $103,580
                                                  -----------                          -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                $779,996                            $717,403
                                                  ===========                          ==========

Net interest income / margin                                     $21,996    4.00%                     $20,180       4.02%
                                                                 =======                              =======
Spread Analysis
Interest income/average assets                                   $29,501    5.04%                     $28,061       5.22%
Interest expense/average assets                                    7,505    1.28%                       7,881       1.46%
Net interest income/average assets                                21,996    3.76%                      20,180       3.75%
<FN>
1  Tax-exempt  income  has been  adjusted  to a  tax-equivalent  basis  using an
   incremental tax rate of 35% and 34% in 2004 and 2003, respectively.
</FN>


Net Interest Income

     For the nine months ended  September  30, 2004 and 2003,  the Company's net
interest margin adjusted for tax exempt income was 4.00%.  Net interest  income,
prior  to the  adjustment  for  tax-exempt  income,  for the nine  months  ended
September 30, 2004 and September 30, 2003 totaled  $19,842,000 and  $18,528,000,
respectively.

     For the nine months ended  September 30, 2004,  interest  income  increased
$939,000  or 3.6% when  compared to the same period in 2003.  The  increase  was
attributable to higher volume of investments and loans.

     Interest  expense  decreased  $375,000  or 4.8% for the nine  months  ended
September 30, 2004 when compared to the same period in 2003.  The lower interest
expense for the nine month period is  attributable  to declining  interest rates
paid on deposits and other borrowed funds partially offset by a higher volume of
deposit and other borrowed funds.

Provision for Loan Losses

     The Company's provision for loan losses for the nine months ended September
30, 2004 was  $205,000  compared  to $513,000  during the same period last year.
Loan growth at First  National and United Bank was the most  significant  factor
leading to the provision  expense  recorded for nine months ended  September 30,
2004.  A problem  commercial  loan was the primary  factor for higher  provision
expense in 2003.  Net  recoveries  totaled  $56,000  for the nine  months  ended
September 30, 2004 compared to net  charge-offs  of $321,000 for the nine months
ended September 30, 2003.

                                       15


Non-interest Income and Expense

     Non-interest income decreased  $1,231,000,  or 24.4% during the nine months
ended  September 30, 2004 compared to the same period in 2003.  The decrease can
be  attributed  to decreased  realized  gains on the sale of  securities  in the
Company's  equity  portfolio of $51,000 in 2004  compared to $1,186,000 in first
nine months of 2003.  Lower gains on the sale of  secondary  market  residential
mortgage loans also contributed to lower non-interest income as the record level
of refinancing activity experienced in 2003 slowed down in 2004.

     Non-interest  expense increased  $109,000 or 1.0% for the first nine months
of 2004 compared to the same period in 2003.

Income Taxes

     The  provision  for income taxes for  September  30, 2004 and September 30,
2003 was  $3,214,000 and  $3,369,000,  respectively.  This amount  represents an
effective tax rate of 25.9% for the nine months ended  September 30, 2004 versus
27.8% for the same nine months in 2003. The Company's  marginal federal tax rate
is currently  35%. The difference  between the Company's  effective and marginal
tax rate is primarily related to investments made in tax exempt securities.

Balance Sheet Review

     As of September  30, 2004,  total assets were  $800,348,000,  a $47,562,000
increase compared to December 31, 2003.  Deposit growth primarily at United Bank
and a higher volume of federal funds sold resulting from temporary  large public
fund deposit  balances  associated with the collection of property taxes allowed
for the significant increase in earning assets.

Investment Portfolio

     The increase in the volume of  investment  securities  to  $356,254,000  on
September 30, 2004 from  $323,116,000  on December 31, 2003  resulted  primarily
from the purchase of U.S. government agency bonds.

Loan Portfolio

     Net loans  totaled  $387,402,000  as of  September  30,  2004  compared  to
$355,533,000  as of December  31, 2003.  The  increased  level of loans  relates
primarily to new loan originations at First National.

Deposits

     Deposits  totaled  $648,917,000  as of September  30, 2004,  an increase of
$29,369,000  from December 31, 2003. The increase in deposits is attributable to
growth in deposits at four of the five Banks. Much of the increase is related to
public fund deposits included in the interest bearing checking (NOW) accounts.

Other Borrowed Funds

     Other  borrowed  funds  as  of  September  30,  2004  totaled   $32,992,000
consisting  of  federal  funds sold and  securities  sold  under  agreements  to
repurchase.  Other borrowings as of December 31, 2003 totaled  $18,198,000.  The
increase is  attributable to higher volume of loan  originations  and investment
purchases in excess of the growth in deposits.

Off-Balance Sheet Arrangements

     The Company is party to financial instruments with  off-balance-sheet  risk
in  the  normal  course  of  business.   These  financial   instruments  include
commitments to extend credit and standby  letters of credit.  These  instruments
involve,  to varying  degrees,  elements  of credit risk in excess of the amount
recognized  in  the  balance  sheet.  No  material   changes  in  the  Company's
off-balance sheet arrangements have occurred since December 31, 2003.

Asset Quality Review and Credit Risk Management

     The  Company's  credit  risk is centered  in the loan  portfolio,  which on
September 30, 2004 totaled $387,402,000  compared to $355,533,000 as of December
31, 2003.  Net loans  comprise 48% of total assets as of September 30, 2004. The
object in managing loan  portfolio  risk is to reduce the risk of loss resulting
from a customer's failure to perform according to the terms of a transaction and
to quantify and manage credit risk on a portfolio  basis.  The Companys level of
problem loans consisting of non-accrual loans and loans past due 90 days or more
as a  percentage  of total loans of 0.66% is  slightly  above the average of the
Company's  peer group of 348 bank holding  companies with assets of $500 million
to $1 billion as of June 30, 2004 of 0.63%.

                                       16


     Impaired  loans  totaled  $2,557,000  as of September  30, 2004 compared to
$2,187,000 as of December 31, 2003. A loan is considered impaired when, based on
current  information and events,  it is probable that the Company will be unable
to collect the scheduled payments of principal or interest when due according to
the  contractual  terms of the loan  agreement.  Impaired  loans  include  loans
accounted for on a non-accrual  basis,  accruing  loans which are  contractually
past  due 90  days  or  more  as to  principal  or  interest  payments,  and any
restructured  loans.  As  of  September  30,  2004,  non-accrual  loans  totaled
$2,341,000,  loans past due 90 days still  accruing  totaled  $216,000 and there
were no restructured loans outstanding.  Other real estate owned as of September
30, 2004 and December 31, 2003 totaled $767,000 and $159,000, respectively.

     The allowance for loan losses as a percentage  of  outstanding  loans as of
September 30, 2004 and December 31, 2003 was 1.60% and 1.71%, respectively.  The
allowance  for loan and lease losses  totaled  $6,312,000  and  $6,051,000 as of
September 30, 2004 and December 31, 2003, respectively

     The  allowance  for loan losses is  management's  best estimate of probable
losses  inherent in the loan  portfolio  as of the balance  sheet date.  Factors
considered in establishing an appropriate  allowance  include:  an assessment of
the financial condition of the borrower, a realistic  determination of value and
adequacy of  underlying  collateral,  the condition of the local economy and the
condition of the specific  industry of the  borrower,  an analysis of the levels
and trends of loan categories and a review of delinquent and classified loans.

Liquidity and Capital Resources

     Liquidity  management  is the  process by which the  Company,  through  its
Banks' Asset and Liability Committees (ALCO), ensures that adequate liquid funds
are  available  to meet  its  financial  commitments  on a  timely  basis,  at a
reasonable cost and within acceptable risk tolerances. These commitments include
funding  credit  obligations  to  borrowers,  funding of  mortgage  originations
pending delivery to the secondary market, withdrawals by depositors, maintaining
adequate   collateral  for  pledging  for  public  funds,   trust  deposits  and
borrowings,  paying  dividends to shareholders,  payment of operating  expenses,
funding  capital  expenditures  and maintaining  deposit  reserve  requirements.
Liquidity is derived primarily from core deposit growth and retention; principal
and interest payments on loans; principal and interest payments,  sale, maturity
and prepayment of investment securities;  net cash provided from operations; and
access to other funding  sources.  Other funding  sources  include federal funds
purchased lines, Federal Home Loan Bank (FHLB) advances and other capital market
sources.  As of September 30, 2004, the level of liquidity and capital resources
of the Company remain at a satisfactory  level and compare  favorably to that of
other  FDIC  insured  institutions.   Management  believes  that  the  Company's
liquidity sources will be sufficient to support its existing  operations for the
foreseeable future.

The liquidity and capital resources discussion will cover the follows topics:

o    Review the Company's Current Liquidity Sources
o    Review of the Statements of Cash Flows
o    Company Only Cash Flows
o    Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and
     Known Trends in Liquidity and Cash Flows Needs
o    Capital Resources

Review of the Company's Current Liquidity Sources

     Liquid assets of cash on hand, balances due from other banks, federal funds
sold and interest-bearing  deposits in financial  institutions for September 30,
2004 and December 31, 2003 totaled  $39,943,000 and  $58,726,000,  respectively.
Higher levels of loans and  securities  available for sale resulted in the lower
level of liquid assets.

     Other sources of liquidity  available to the Banks as of September 30, 2004
include  outstanding  lines of  credit  with the  Federal  Home Loan Bank of Des
Moines,   Iowa  of  $27,000,000   and  federal  funds   borrowing   capacity  at
correspondent  banks  of  $57,500,000  with  current  outstanding  federal  fund
balances of  $1,500,000.  The Company had  securities  sold under  agreements to
repurchase  totaling  $31,493,000 and did not have any outstanding FHLB advances
as of  September  30, 2004.  Total  investments  as of  September  30, 2004 were
$356,254,000  compared to  $323,116,000 as of year end 2003.  These  investments
provide the Company  with a  significant  amount of  liquidity  since all of the
investments are classified as available for sale as of September 30, 2004.

     The investment portfolio serves an important role in the overall context of
balance  sheet  management  in  terms  of  balancing  capital   utilization  and
liquidity. The decision to purchase or sell securities is based upon the current
assessment  of economic and  financial  conditions,  including the interest rate
environment,  liquidity and credit  considerations.  The  portfolio's  scheduled
maturities represent a significant source of liquidity.

                                       17


Review of Statements of Cash Flows

     Operating cash flows for September 30, 2004 and 2003 totaled $9,684,000 and
$10,121,000,  respectively. The primary variance in operating cash flows for the
first  nine  months  of 2004 was net  security  gains  of  $51,000  compared  to
$1,186,000 in net gains for the same period in 2003.

     Net cash used in investing  activities  through September 30, 2004 and 2003
was $51,264,000 and $90,076,000, respectively. The largest investing activity in
the first nine months of 2004 was the purchase of U.S.  government agency bonds.
Federal funds sold balances have been lowered  significantly  since December 31,
2003 to fund increased loan demand and additional bond purchases.

     Net cash provided by financing  activities  for September 30, 2004 and 2003
totaled $39,991,000 and $52,053,000, respectively. A higher level of deposits is
the largest source of financing  cash flows for the nine months ended  September
30, 2004. As of September  30, 2004,  the Company did not have any external debt
financing,  off balance sheet financing arrangements,  or derivative instruments
linked to its stock.

Company Only Cash Flows

     The Company's  liquidity on an  unconsolidated  basis is heavily  dependent
upon dividends paid to the Company by the Banks. The Company  requires  adequate
liquidity to pay its expenses and pay stockholder dividends.  In 2004, dividends
paid by the Banks to the Company  amounted to $6,288,000  through  September 30,
2004 compared to  $5,772,000  for the same period in 2003.  Various  federal and
state statutory  provisions limit the amount of dividends  banking  subsidiaries
are permitted to pay to their holding  companies  without  regulatory  approval.
Federal Reserve policy further limits the circumstances under which bank holding
companies may declare dividends.  For example, a bank holding company should not
continue its existing rate of cash  dividends on its common stock unless its net
income is  sufficient to fully fund each  dividend and its  prospective  rate of
earnings  retention appears consistent with its capital needs, asset quality and
overall financial condition.  In addition, the Federal Reserve and the FDIC have
issued  policy  statements  which  provide that  insured  banks and bank holding
companies should generally pay dividends only out of current operating earnings.
Federal and state banking  regulators may also restrict the payment of dividends
by order.

     The Company has  unconsolidated  interest  bearing  deposits and marketable
investment  securities  totaling  $34,241,000  that are  presently  available to
provide additional liquidity to the Banks.

     Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and
Known Trends in Liquidity and Cash Flows Needs

     No  material  capital  expenditures  or  material  changes  in the  capital
resource mix are  anticipated  at this time.  The primary cash flow  uncertainty
would be a sudden decline in deposits causing the Banks to liquidate securities.
Historically,  the  Banks  have  maintained  an  adequate  level of  short  term
marketable investments to fund the temporary declines in deposit balances. There
are no known trends in liquidity  and cash flows needs as of September  30, 2004
that is a concern to management.

Capital Resources

     The Company's total  stockholders'  equity  increased to $109,644,000 as of
September  30, 2004,  from  $107,325,000  at December 31, 2003.  The increase in
equity is attributable to higher  retained  earnings.  At September 30, 2004 and
December 31,  2003,  stockholders'  equity as a  percentage  of total assets was
13.70% and 14.26%,  respectively.  The capital  levels of the Company  currently
exceed applicable regulatory guidelines as of September 30, 2004.

Forward-Looking Statements and Business Risks

     The  discussion in the  foregoing  Management  Discussion  and Analysis and
elsewhere in this Report contains forward-looking  statements about the Company,
its business and its prospects.  Forward-looking statements can be identified by
the fact that they do not relate  strictly to historical or current facts.  They
often  include use of the words  "believe",  "expect",  "anticipate",  "intend",
"plan",  "estimate" or words of similar meaning,  or future or conditional verbs
such as "will", "would", "should", "could" or "may". Forward-looking statements,
by their nature,  are subject to risks and  uncertainties.  A number of factors,
many of which are beyond the Company's  control,  could cause actual conditions,
events  or  results  to  differ   significantly  from  those  described  in  the
forward-looking  statements.  Such risks and  uncertainties  with respect to the
Company  include,  but  are  not  limited  to,  those  related  to the  economic
conditions,  particularly  in the  areas  in which  the  Company  and the  Banks
operate,  competitive products and pricing,  fiscal and monetary policies of the
U.S.  government,   changes  in  governmental  regulations  affecting  financial
institutions  (including regulatory fees and capital  requirements),  changes in
prevailing   interest  rates,   credit  risk   management  and   asset/liability
management,  the financial and securities  markets and the  availability  of and
costs associated with sources of liquidity.

                                       18


     These  factors  may not  constitute  all factors  that could  cause  actual
results  to  differ  materially  from  those  discussed  in any  forward-looking
statement.  The Company operates in a continually  changing business environment
and new facts emerge from time to time.  It cannot  predict such factors nor can
it assess the impact,  if any, of such factors on its financial  position or its
results of operations.  Accordingly,  forward-looking  statements  should not be
relied  upon as a  predictor  of  actual  results.  The  Company  disclaims  any
responsibility  to  update  any  forward-looking   statement  provided  in  this
document.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

     The  Company's  market risk is comprised  primarily  of interest  rate risk
arising from its core banking activities of lending and deposit taking. Interest
rate risk results from the changes in market  interest rates which may adversely
affect the Company's net interest income.  Management  continually  develops and
applies  strategies to mitigate this risk.  Management does not believe that the
Company's  primary  market risk exposure and how it has been managed  to-date in
2004 changed significantly when compared to 2003.

Item 4.           Evaluation of Disclosure Controls and Procedures

     The  principal  executive  officer and principal  financial  officer of the
Company have evaluated the  effectiveness of the Company's  disclosure  controls
and procedures (as such terms are defined in Rule 13a-15(e) under the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period  covered by this annual  report (the  "Evaluation  Date").  Based on such
evaluation,  such officers have concluded  that, as of the Evaluation  Date, the
Company's  disclosure controls and procedures are effective in bringing to their
attention  on a  timely  basis  material  information  relating  to the  Company
(including  its  consolidated  subsidiaries)  required  to be  included  in  the
Company's periodic filings under the Exchange Act.

Changes in Internal Controls

     There  was no change  in the  Company's  internal  control  over  financial
reporting  identified  in  connection  with  the  evaluation  required  by  Rule
13a-15(d) of the Exchange Act that  occurred  during the  Company's  last fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting.

PART II.     OTHER INFORMATION


Item 1.      Legal Proceedings

             Not applicable

Item 2.      Changes in Securities and Use of Proceeds

             Not applicable

Item 3.      Defaults Upon Senior Securities

             Not applicable

Item 4.      Submission of Matters to a Vote of Security Holders

             None

Item 5.      Other Information

             None

                                       19


Item 6.      Exhibits and Reports on Form 8-K

             (a)    Exhibits

                    31.1 Certification of Principal  Executive  Officer Pursuant
                         to Section 302 of Sarbanes-Oxley Act of 2002.

                    31.2 Certification of Principal  Financial  Officer Pursuant
                         to Section 302 of Sarbanes-Oxley Act of 2002.

                    32.1 Certification of Principal  Executive  Officer Pursuant
                         to 18 U.S.C. Section 1350.

                    32.2 Certification of Principal  Financial  Officer Pursuant
                         to 18 U.S.C. Section 1350.

             (b)    Reports on Form 8-K

                    On October 15, 2004,  the Company  filed a Form 8-K pursuant
               to Item 5,  announcing  financial  results for the three and nine
               months ended September 30, 2004.

                                       20



                                   SIGNATURES

Pursuant  to the  requirements  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.

                                                       AMES NATIONAL CORPORATION

DATE: November 9, 2004                         By:  /s/ Daniel L. Krieger
                                               ---------------------------------
                                               Daniel L. Krieger, President
                                               Principal Executive Officer



                                               By:  /s/ John P. Nelson
                                               ---------------------------------
                                               John P. Nelson, Vice President
                                               Principal Financial Officer





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