SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13E-3
(Rule 13e-100)

Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder

Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934

LOGANSPORT FINANCIAL CORP.
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(Name of Issuer)

LOGANSPORT FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Names of Persons Filing Statement)

Common Stock, Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

541209 10 2
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)

David G. Wihebrink
723 East Broadway
Logansport, Indiana 46947
(574) 722-3855
- --------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

Copy to:
Claudia V. Swhier Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
(317) 231-7433 (facsimile)

This statement is filed in connection with (check the appropriate box):

a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing fee is a final amendment reporting the
results of the transaction: [ ]

CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Value* Amount of Filing Fee
- --------------------------------------------------------------------------------
$207,495 $41.50

* Calculated solely for the purpose of determining the filing fee, which was
based upon tender offer price of $22.50 per share for the eligible common
stock as of May 18, 2004 multiplied by our estimate of the maximum number
of shares that could be purchased (9,222).

[ ] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of filing.

Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A

ITEM 1. SUMMARY TERM SHEET

The information set forth under "Summary of Terms" in the Offer to Purchase
for Cash dated May 28, 2004 (the "Offer to Purchase"), which is attached hereto
as Exhibit 16(a)(1)(i), is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name of Issuer is Logansport Financial Corp. (the "Company"). The
Company's principal executive office is located at 723 East Broadway,
Logansport, Indiana 46947, and its business telephone number is (574) 722-3855.

(b) As of May 1, 2004, the Company had 876,193 shares of common stock,
without par value, issued and outstanding.

(c) The information required by this Item is set forth under "Information
About the Company - Market Price and Dividend Information" in the Offer to
Purchase and incorporated herein by reference.

(d) The information required by this Item is set forth under "Information
About the Company - Market Price and Dividend Information" in the Offer to
Purchase and incorporated herein by reference.

(e) The Company has not made an underwritten public offering of the
Company's common stock for cash during the past three years that was registered
under the Securities Act of 1933 or exempt from registration under Regulation A
(Securities Act Rule 251 through 263).

(f) On October 4, 2002, the Company repurchased 73,000 shares of its common
stock in a privately negotiated transaction from two of its shareholders. The
shares constituted 8% of the Company's outstanding shares. The price per share
was $17.25. No other shares have been purchased by the Company in the last two
years.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The filing person to which this Schedule 13e-3 relates is the issuer,
Logansport Financial Corp. The name, business address and business telephone
number of the Company is set forth in Item 2(a) above. The names, titles, and
addresses of each executive officer, director and controlling shareholder of the
Company are follows:

David G. Wihebrink, President, Chief Executive Officer and Director
Logansport Financial Corp.
723 East Broadway
Logansport, IN 46947

Charles J. Evans, Vice President and Director
Logansport Financial Corp./ Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Dottye Robeson, Secretary and Treasurer
Logansport Financial Corp./ Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Allen D. Schieber, Senior Vice President
Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Brian J. Morrill, Director
Cass County Title Co., Inc.
211 S. Third Street
Logansport, IN 46947

Susanne S. Ridlen, Ph.D., Director
Indiana University at Kokomo
P.O. Box 9003
Kokomo, IN 46904

William Tincher, Jr., Director
Modine Manufacturing Co.
600 Water Street
Logansport, IN 46947

Mr. James P. Bauer, Director
Small Parts, Inc.
600 Humphrey Street
Logansport, IN 46947

Dr. Todd S. Weinstein
820 Fulton Street
Logansport, IN 46947

(b) Not Applicable

(c)(1) and (2) The following is a list of the principal occupation of each
officer and director of the Company as well as principal business address of
such employment or occupation, as applicable (unless the individual is retired).
The following table also sets forth as to each executive officer and director of
the Company his principal occupation during the last five years, including the
starting and ending dates of such employment.

David G. Wihebrink, President, Chief Executive Officer and Director
Logansport Financial Corp./ Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Mr. Wihebrink has served as President and Chief Executive Officer of the
Company and Logansport Savings Bank, FSB ("Bank"), a wholly owned
subsidiary of the Company located in Logansport, Indiana, since April 2000.
From 1988 until April 2000, Mr. Wihebrink served as Vice President and
Chief Financial Officer of TM Morris Manufacturing Co., Inc. ("Morris").
Morris is located in Logansport, Indiana, and manufactures lead wire
assemblies and wiring harnesses and stampings.

Charles J. Evans, Vice President and Director
Logansport Financial Corp./ Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Mr. Evans has served as Senior Vice President of the Bank since January
2000. From 1980 until January, 2000, he served as Vice President and Senior
Loan Officer of the Bank.

Dottye Robeson, Secretary and Treasurer
Logansport Financial Corp./ Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Ms. Robeson has served as Chief Financial Officer of The Bank since 1994
and as Secretary/Treasure of the Company since its organization in 1995.

Allen D. Schieber, Senior Vice President
Logansport Savings Bank, FSB
723 East Broadway
Logansport, IN 46947

Mr. Schieber has served as Senior Vice President of the Bank since January
2000. From October 1998 until January 2000, he served as Vice President
Commercial Lending.

Brian J. Morrill, Director
Cass County Title Co., Inc.
211 S. Third Street
Logansport, IN 46947

Mr. Morrill has served as President of Cass County Title Company, Inc., a
title insurance company founded by him that is based in Logansport, Indiana
since 1994.

Susanne S. Ridlen, Ph.D., Director
Indiana University at Kokomo
P.O. Box 9003
Kokomo, IN 46904

Dr. Ridlen is a faculty member and Director of the Project Success Program
for under-prepared students at Indiana University Kokomo, where she has
been a member of the faculty since 1969.

William Tincher, Jr., Director
Modine Manufacturing Co.
600 Water Street
Logansport, IN 46947

Mr. Tincher has served as Plant Manager for the Modine Manufacturing Co.
since 1977.

Mr. James P. Bauer, Director
Small Parts, Inc.
600 Humphrey Street
Logansport, IN 46947

Mr. Bauer has served as the Vice President of Finance and Treasurer of
Material Processing, Inc., a holding company for Small Parts, Inc., ABC
Metals, Inc. and H.T.I. (Logansport, Indiana) since 1973.

Dr. Todd S. Weinstein
820 Fulton Street
Logansport, IN 46947

Dr. Weinstein is a member of the surgical staff at Logansport Memorial
Hospital and has been a member of Logansport Surgical Associates since
1991.

3. The information included in the Offer to Purchase entitled "Information
About the Company - Management Information" is also incorporated by reference.
None of the individuals listed in Item (c)(1) and (2) above has been convicted
in a criminal proceeding during the past five (5) years (excluding traffic
violations or similar misdemeanors).

4. No individual discussed in Item (c)(1) and (2) above has been a party to
any judicial or administrative proceeding during the past five (5) years (except
for matters that were dismissed without sanction or settlement) that resulted in
a judgment, decree or final order enjoining the individual from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.

5. Each of the individuals discussed in this Item (c) is a citizen of the
United States.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information required by this item is set forth under "Summary of
Terms", "Special Factors" and "Terms of the Offer" in the Offer to Purchase and
incorporated herein by reference.

(c) This tender offer is available only to those record shareholders and
beneficial owners of the Company's common stock who own 99 shares or less (i.e.
odd lot shareholders) as of May 18, 2004, the record date, and is not open to
all persons owning the Company's common stock.

(d) Dissenting shareholders are not entitled to any appraisal or
dissenters' rights under Indiana corporate law as a result of the tender offer
discussed in this Schedule 13e-3.

(e) Security holders will be entitled to access the Company's corporate
records in the manner permitted by applicable federal and Indiana state law;
however, the issuer is making no special provision to grant unaffiliated
security holders access to its corporate files; nor is it making any special
provision to allow unaffiliated security holders to obtain counsel or appraisal
services at the expense of the Company.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

The information set forth in the Offer to Purchase entitled "Information
About the Company - Beneficial Ownership of Directors and Executive Officers" is
incorporated by reference. Except as otherwise described therein, the following
responses are applicable.

(a) (1) Not applicable.
(2) The information required by this item is set forth under
"Information About the Company - Certain Indebtedness and
Transactions of Management."

(b) (1) Not applicable.
(2) Not applicable.
(3) Not applicable.
(4) On October 4, 2002, the Company repurchased 73,000 shares of its
common stock in a privately negotiated transaction from two of
its shareholders. The shares constituted 8% of the Company's
outstanding shares. The price per share was $17.25.
(5) Not applicable.
(6) Not applicable.

(e) The information set forth in the Offer to Purchase entitled
"Information About the Company - Beneficial Ownership of Directors and
Executive Officers" is incorporated herein by reference. The
shareholders have also approved the Logansport Financial Corp. stock
option plans which are discussed more fully below:

(i) Stock Option Plan. On April 13, 1996, the shareholders of the
Company approved the Logansport Financial Corp. Stock Option
Plan, and on April 13, 1999, the shareholders of the Company
approved the Logansport Financial Corp. 1999 Stock Option Plan
(collectively, the "Plans"). Under the two stock options plans,
the Company currently has reserved 50,650 shares of its Common
Stock for issuance upon the exercise of options that have been
granted under the Plans, and 115,000 shares reserved for future
grants of stock options. All directors, officers, and key
employees of the Company, the Bank and any of the Bank's
subsidiaries are eligible for participation in the Plans.

The Plans are administered by a committee of the Company's Board
of Directors (the "Stock Compensation Committee"). The Stock
Compensation Committee, in its sole discretion, determines who
will participate in the Plans. Options granted pursuant to the
Plans vest in accordance with each Optionee's Stock Option
Agreement executed by such Optionee and the Company.

On October 4, 2002, the Company repurchased 73,000 shares of its
common stock in a privately negotiated transaction from two of
its shareholders. Pursuant to a Stock Purchase and Standstill
Agreement dated October 3, 2002, the Roosevelt Group, L.L.C., a
Missouri limited liability company sold its 36,500 shares to the
Company and Bradshaw Capital Management, L.L.C., a North Carolina
limited liability company sold its 36,500 shares to the
Corporation. The shares constituted 8% of the Company's
outstanding shares. The price per share was $17.25.

The following table provides information with respect to outstanding stock
options held by certain executive officers as of December 31, 2003. Other than
with respect to value of the unexercised in the money options, the information
set forth below is accurate as of May 18, 2004, the record date for this Offer.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Unexercised Value of Unexercised
Securities Underlying in-the-Money
Options at FY-END Options at FY-End (1)
Shares Acquired Value -------------------------------------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----- --------------- -------- ----------- ------------- ----------- -------------

David G. Wihebrink 6,296 $49,550 0 0 $ $ 0
Charles J. Evans 10,000 $75,336 20,045 0 $209,671 $ 0
Allen D. Schieber 2,000 $ 9,680 500 0 $ 3,620 $ 0
Dottye Robeson 0 0 595 0 $ 6,224 0
- ----------------------
(1) Amounts reflecting gains on outstanding options are based on the closing
price per share for the shares on December 31, 2003, which was $20.99 per
share.

In the event of any change after the effective date of the Plans in the
outstanding stock of the Company by reason of any reorganization,
recapitalization, stock split, stock dividend, combination of shares, exchange
of shares, merger or consolidation, liquidation, extraordinary distribution
(consisting of cash, securities, or other assets), or any other change after the
effective date of the Plans in the nature of the shares of stock of the Company,
the Stock Compensation Committee shall determine what changes, if any, are
appropriate in the number and kind of shares reserved under the Plans, and the
Stock Compensation Committee shall determine what changes, if any, are
appropriate in the option price under and the number and kind of shares covered
by outstanding options granted under the Plans.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) The shares of common stock purchased in this Offer will be retired.

(c) The information set forth in "Summary of Terms", "Special Factors -
Purposes of the Offer", "Special Factors - Effects of the Tender Offer
Generally", Special Factors - Effects of the Tender Offer on Affiliates as
Shareholders" and "Special Factors - Effects of the Tender Offer on Unaffiliated
Shareholders" in the Offer to Purchase is incorporated by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a) The information set forth in "Summary of Terms", "Special Factors -
Background of Tender Offer", and "Special Factors - Purposes of the Offer" in
the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in "Special Factors - Our Reasons for
Pursuing the Odd-Lot Offer Rather than Other Alternatives" of the Offer to
Purchase is incorporated herein by reference.

(c) The information set forth in "Summary of Terms", "Special Factors -
Background of Tender Offer", "Special Factors - Purposes of the Offer" and
"Special Factors - Our Reasons for Pursuing the Odd-Lot Offer Rather than Other
Alternatives" of the Offer to Purchase is incorporated herein by reference.

(d) The information set forth in "Summary of Terms", "Special Factors -
Purposes of the Offer", "Special Factors - Effects of the Tender Offer
Generally", "Special Factors - Effects of the Tender Offer on Affiliates as
Shareholders", "Special Factors - Effects of the Tender Offer on Unaffiliated
Shareholders", and "Special Factors - Certain United States Federal Income Tax
Consequences" of the Offer to Purchase is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) The information set forth in "Special Factors - Determination of
Fairness of Offer by our Board of Directors" and "Special Factors -
Determination of Fairness of Offer by Affiliates" of the Offer to Purchase is
incorporated herein by reference.

(b) The information set forth in "Special Factors - Determination of
Fairness of Offer by our Board of Directors" and "Special Factors -
Determination of Fairness of Offer by Affiliates" of the Offer to Purchase is
incorporated herein by reference.

(c) No shareholder approval is required for the tender offer. The
information set forth in "Special Factors - Determination of Fairness of Offer
by our Board of Directors" of the Offer to Purchase is incorporated herein by
reference.

(d) The information set forth in "Special Factors - Determination of
Fairness of Offer by our Board of Directors" and "Special Factors -
Determination of Fairness of Offer by Affiliates" of the Offer to Purchase is
incorporated herein by reference.

(e) This Offer was approved by the unanimous vote of our Board of
Directors, including all of the directors who are not Company or Bank employees.
The information set forth in "Special Factors - Determination of Fairness of
Offer by our Board of Directors" and "Special Factors - Determination of
Fairness of Offer by Affiliates" of the Offer to Purchase is incorporated herein
by reference.

(f) The Company has not received any firm offer by any unaffiliated person
during the past two years for (i) the merger or consolidation of the Company
with or into another company, or vice versa, (ii) the sale or other transfer of
all or any substantial part of the assets of the Company or (iii) purchase of
the subject company's securities that would enable the holder to exercise
control of the Company.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) The Company has not received any report, opinion or appraisal from an
outside party that is materially related to the transactions set forth in the
Offer to Purchase. The information set forth in "Special Factors - Determination
of Fairness of Offer by our Board of Directors" and "Special Factors -
Determination of Fairness of Offer by Affiliates" in the Offer to Purchase is
incorporated herein by reference.

(b) Not applicable.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in "Special Factors - Effects of the Tender
Offer Generally" and "Terms of the Offer - Source and Amount of Funds" of the
Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

(c) The information set forth in "Terms of the Offer - Fees and Expenses"
of the Offer to Purchase is incorporated herein by reference. The foregoing
expenses will be paid by the Company.

(d) Not applicable.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) The information set forth in "Information About the Company -
Beneficial Ownership of Directors and Executive Officers" of the Offer to
Purchase is incorporated herein by reference.

(b) Neither the Company nor any executive officer, director, affiliate or
subsidiary of the Company or any subsidiary, or any of the Company's pension,
profit sharing, or similar plans, has engaged in any transaction in the
Company's common stock during the past sixty (60) days.

ITEM 12. THE SOLICITATION AND RECOMMENDATION.

(d) The Company has not granted any shareholder (including any executive
officer, director or affiliate) any voting or similar right in connection with
the Offer. To the extent known by the Company after reasonable inquiry, no
executive officer, director or affiliate of the Company intends to tender or
sell its/his/her common stock pursuant to the Offer, as none of them own under
100 shares of the Company's common stock. The information set forth in
"Information About the Company - Beneficial Ownership of Directors and Executive
Officers" and "Special Factors - Determination of Fairness of Offer by our Board
of Directors" of the Offer to Purchase is incorporated herein by reference.

(e) To the extent known by the Company after reasonable inquiry, no
executive officer, director or affiliate of the Company has made a
recommendation either in support of or opposed to the tender offer.

ITEM 13. FINANCIAL STATEMENTS.

(a) The financial statements included in (i) the Company's Annual Report to
Shareholders, filed with the SEC as Exhibit 13 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2003 and (ii) the Company's quarterly
report on Form 10-Q for the three month period ending March 31, 2004, as filed
with the SEC, are incorporated herein by reference. The information included in
"Information About the Company - Summary Consolidated Financial Information",
"Additional Information" and "Incorporation of Certain Documents by Reference"
in the Offer to Purchase is incorporated herein by reference.

(b) No pro forma financial statements are included in this filing or any of
the disclosure documents to be mailed to shareholders as the tender offer is not
anticipated to have a material impact on the Company's financial condition or
results of operations.

(c) The information included in "Information About the Company - Summary
Consolidated Financial Information", "Additional Information" and "Incorporation
of Certain Documents by Reference" in the Offer to Purchase is incorporated
herein by reference.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) No outside person will be directly or indirectly retained, employed,
retained or compensated to make solicitations or recommendations in connection
with the Offer. The Company has retained Registrar and Transfer Company to act
as Depositary and Information Agent for the Offer. Neither the Information Agent
nor the Depositary has been authorized to make any solicitation or
recommendation in or with respect to this Offer. The Information Agent and
Depositary will be paid customary fees and expenses for their services. See Item
10(c) above. The information included in "Additional Information" in the Offer
to Purchase is incorporated by reference.

(b) Employees of the Company may perform administrative tasks in connection
with the Offer, and they will not be separately compensated for such services.

ITEM 15. ADDITIONAL INFORMATION.

(b) All information set forth in the Offer to Purchase is incorporated
herein by reference.

ITEM 16. EXHIBITS.

Exhibit No. Description
- ----------- -----------

16(a)(1)(i) Offer to Purchase for Cash dated May 28, 2004

16(a)(1)(ii) Letter of Transmittal

16(a)(1)(iii) Form of Letter to Brokers, Dealers, and Commercial Banks, Trust
Companies and Other Nominees

16(a)(1)(iv) Form of Letter to Clients for Use by Brokers, Dealers, and
Commercial Banks, Trust Companies and Other Nominees

16(a)(1)(v) Client Instruction Form For Shares Held by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees

16(a)(1)(vi) Form of Notice of Guaranteed Delivery

16(a)(1)(vii) Letter to Shareholders from David G. Wihebrink, President and
Chief Executive Officer, dated May 28, 2004

16(a)(1)(viii) Questions and Answers to accompany the Letter to Shareholders
from the President

16(a)(1)(ix) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9

16(a)(5) Press Release dated May 27, 2004.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

LOGANSPORT FINANCIAL CORP.

By: /s/ David G. Wihebrink
--------------------------------------------
David G. Wihebrink
President and Chief Executive Officer

Dated: May 28, 2004

Exhibit 16(a)(1)(i)

[GRAPHIC OMITTED]

LOGANSPORT FINANCIAL CORP.

OFFER TO PURCHASE FOR CASH
ALL SHARES OF ITS COMMON STOCK HELD BY HOLDERS OF 99
OR FEWER SHARES FOR A PURCHASE PRICE OF
$22.50 NET PER SHARE

This Offer to Purchase will expire at 5:00 p.m. Eastern Daylight Saving Time
on Tuesday, June 29, 2004, unless the Offer is extended or earlier terminated.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved this Offer, passed upon the merits or
fairness of this Offer or passed upon the adequacy or accuracy of the disclosure
in this Offer to Purchase for Cash, and any reference to the contrary is a
criminal offense.

No person has been authorized to make any recommendation on behalf of the
Company or the Board of Directors as to whether shareholders should tender
shares pursuant to this Offer. No other person has been authorized to give any
information or to make any representation in connection with this Offer other
than those contained in this Offer to Purchase for Cash or in the related Letter
of Transmittal. If given or made, such recommendation and the other information
and representations must not be relied upon as having been authorized by the
Company or the Board of Directors.

INTRODUCTION

Logansport Financial Corp., an Indiana corporation (the "Company," "us,"
"we," "our," or "ours") is offering to purchase for $22.50 per share in cash all
shares of our common stock held by our shareholders who own 99 or fewer shares
as of the close of business on May 18, 2004 and continue to do so during the
offering upon the terms and subject to the conditions set forth in this Offer to
Purchase for Cash (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer"). The Offer is conditioned,
as to each eligible shareholder, upon that shareholder tendering all of the
shares of common stock held by the shareholder to the Company either
beneficially or of record. Partial tenders will not be accepted.

The purpose of this Offer is to reduce the number of persons owning shares
of the Company's common stock. If, after completion of this Offer, we have fewer
than 300 shareholders of record, as calculated under the rules and regulations
of the Securities Exchange Act of 1934 (the "Exchange Act"), the Board of
Directors intends to deregister the Company's common stock with the Securities
and Exchange Commission ("SEC") and become a private company. If this Offer does
not result in a reduction of the number of shareholders necessary for the
Company to deregister with the SEC, the Board of Directors will likely consider
additional alternatives to achieve that result if it remains in the Company's
best interests.

Any eligible shareholder who desires to tender all of his shares should
either (i) complete and sign the Letter of Transmittal or a facsimile thereof,
which is included with this Offer, in accordance with the instructions of the
Letter of Transmittal and mail or deliver it, along with the certificates for
the shares tendered, as instructed, or (ii) request his broker, dealer,
commercial bank, trust company or nominee to effect the transaction. An eligible
shareholder who desires to tender his shares and whose certificates for such
shares are not immediately available may tender his shares by following the
procedure for guaranteed

delivery set forth in the Section entitled "Terms of the Offer - Procedure for
Tendering Shares - Guaranteed Delivery."

If you have any questions regarding this Offer or need additional copies of
any of the Offer documents, you should contact either (i) David G. Wihebrink,
the President of the Company or Dottye Robeson, the Chief Financial Officer of
the Company at (574) 722-3855 or (ii) Registrar and Transfer Company, who is
serving as the Information Agent for this Offer, at 10 Commerce Drive, Cranford,
New Jersey 07016 at (800) 368-5948 (toll free) or by email to info@rtco.com. You
may also contact your own broker, dealer, commercial banker or trust company for
assistance concerning this Offer.

PLEASE READ THIS OFFER TO PURCHASE IN ITS ENTIRETY BEFORE MAKING AN
INVESTMENT DECISION.

SUMMARY OF TERMS

This summary of terms, as well as the questions and answers that follow set
forth the material terms of this odd-lot tender offer. We encourage you to read
the entire Offer to Purchase, as well as any information that has been
incorporated by reference, before making a decision to tender your shares to us.
All references to the "Company," "we," "us," "our," and "ours" refer to
Logansport Financial Corp. and its subsidiary.

o The Company is offering to purchase for cash all shares of our common
stock, without par value, held by shareholders who own 99 or fewer
shares as of the close of business on May 18, 2004, the record date.
Additional information regarding the terms of the Offer is set forth
in "Terms of the Offer."

o This Offer is only available to those shareholders who own of record
or beneficially own 99 or fewer shares on the record date.

o This Offer is voluntary. Eligible shareholders may, but are not
required to, tender their shares. However, eligible shareholders who
wish to accept this Offer must tender all of the shares they own
beneficially or of record. Partial tenders will not be accepted.

o The purchase price we are offering is $22.50 per share. This price is
based upon current and historical market prices.

o Shareholders who tender their shares pursuant to this Offer will still
receive the regular $0.14 per share dividend declared by our Board of
Directors on May 18, 2004, but only with respect to shares for which
they were record holders as of June 21, 2004. See "Special Factors -
Entitlement to Regular Quarterly Dividend Declared May 18, 2004."

o Eligible shareholders who tender their shares directly to us will not
incur any sales commission or other charges. If you hold or tender
shares through a broker, bank or other institution, you should consult
with the broker, bank or other institution to determine whether
transaction costs are applicable.

o The purchase price will be paid to you in cash. A check for the
purchase price of your shares will be mailed to you promptly following
the expiration of the Offer. We will not pay any interest on the
purchase price during the period between when your shares are tendered
and the date you receive payment.

o This Offer will expire at 5:00 p.m. Eastern Daylight Saving Time on
June 29, 2004, unless we elect to extend it or terminate it earlier.
In order for your tender to be accepted by us, we must receive your
tender offer documents prior to this time. We will make a public
announcement if we decide to extend the tender offer. See "Terms of
the Offer - Expiration and Extension of the Offer; Amendment."

o You may withdraw your tender of shares at any time up until the
expiration of the tender offer. See "Terms of the Offer - Withdrawal
Rights." If you elect to sell your shares to us pursuant to this
Offer, once this Offer is consummated you will no longer be a
shareholder of the Company and will no longer have voting rights or
the right to receive any dividends that may be declared subsequently.

o The sale of your shares will be a taxable transaction for United
States federal income tax purposes and may be such for state and local
income tax purposes as well. See "Special Factors - Certain United
States Federal Income Tax Consequences." You should consult with your
personal tax advisor before tendering your shares pursuant to this
Offer.

o If, after the completion of this Offer, the Company has fewer than 300
shareholders of record, we intend to deregister our common stock under
the Exchange Act and become a non-reporting company. As a result, we
will no longer file periodic reports with the SEC, including, among
other reports, annual reports on Form 10-K and quarterly reports on
Form 10-Q. In addition, we will no longer be subject to the SEC's
proxy rules. However, we currently intend to provide our shareholders
with annual audited financial statements and post our quarterly
results on our web site.

o If we deregister our common stock under the Exchange Act, our common
stock will no longer be eligible for trading on the Nasdaq Small Cap
Market. We anticipate that our common stock may be quoted on the Pink
Sheets Electronic Quotation System. However, we cannot predict whether
or when this will occur or that an active trading market will exist
for our common stock after "going private." As a result, it may be
more difficult for remaining shareholders to sell their shares. See
"Special Factors - Effects of the Tender Offer Generally."

o Since this Offer is voluntary, and the shares will be sold at a
premium to the current market price, we have not engaged any person or
entity to issue a "fairness" or similar opinion with respect to the
Offer.

If you have any additional questions or need additional copies of any of
these documents or documents containing information incorporated by reference,
you may contact David G. Wihebrink, the President of the Company, Dottye
Robeson, the Chief Financial Officer of the Company, the Information Agent or
talk with your broker.

QUESTIONS AND ANSWERS

Q: Who Is Offering To Purchase My Shares?

A: Logansport Financial Corp. is offering to purchase shares of its common
stock held by shareholders who own 99 or fewer shares on the record date of
May 18, 2004.

Q: Am I Eligible To Participate In The Offer?

A: You are eligible to tender your shares only if you own 99 or fewer shares
of common stock as of May 18, 2004, regardless of whether you own your
shares of record (i.e. in your own name) or beneficially (i.e., in "street
name" held by a brokerage company account maintained by you). We reserve
the right to make all determinations of who is eligible to participate in
this Offer.

Q: What Will The Company Pay Me For My Shares?

A: We are offering to pay $22.50 per share of Company common stock, in cash,
without interest.

Q: If I Tender My Shares, Will I Receive The Regular $0.14 Per Share Dividend
Declared May 18, 2004?

A: Yes. The regular cash dividend declared on May 18, 2004 will be paid on
July 12, 2004 to shareholders of record on June 21, 2004, which is prior to
the expiration of the Offer. However, you will not be eligible to receive
the dividend payable July 12, 2004 if you are not a record holder of shares
on June 21, 2004.

Q: Will I Have To Pay Brokerage Commissions?

A: No, provided that you are a record shareholder and tender your shares
directly to us. If you hold shares or tender shares through a broker, bank
or other institution, you should consult with that party to determine
whether any transaction costs will be incurred.

Q: When Will I Receive My Money?

A: Your check will be mailed promptly after the expiration of the Offer.
Please allow sufficient time for the postal service to deliver your check.

Q: Do I Have To Tender My Shares?

A: No. This is a voluntary Offer. You may elect to tender your shares or, in
the alternative, hold your shares and maintain your right as a shareholder,
including the right to vote your shares and receive dividends.

Q: Can I Tender Less Than All Of My Shares?

A: No. You must tender all of your shares if you wish any of your shares to be
tendered. Partial tenders will not be accepted.

Q: How Do I Tender My Shares?

A: If you hold your shares "of record" in your own name, you can tender your
shares by completing and sending the enclosed Letter of Transmittal
(printed on blue paper) along with any other documents required by the
Letter of Transmittal and your stock certificates to Registrar and Transfer
Company (the "Depositary") at the address listed on the enclosed Letter of
Transmittal.

If your shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee (i.e. in "street name"), you should
contact them if you desire to tender your shares. You will need to provide
them with the Client Instruction Form (printed on green paper) as to how to
tender your shares included with this package.

If you cannot deliver your shares or other required documents prior to the
expiration date of this Offer, you may tender your shares by delivering the
Notice of Guaranteed Delivery (printed on yellow paper) followed by your
certificates and other documents within three (3) days.

You may also call the Depositary/Information Agent toll free at (800)
368-5948 for additional information. See "Terms of Offer - Procedure for
Tendering Shares" in the Offer to Purchase for more detailed instructions.

You may also call David G. Wihebrink, our President, or Dottye Robeson, our
Chief Financial Officer at (574) 722-3855, if you have additional questions
or require further assistance.

Q: How Much Time Do I Have To Tender My Shares?

A: You may tender your shares at any time until 5:00 p.m. Eastern Daylight
Saving Time on Tuesday, June 29, 2004. We may extend the Offer or waive any
unfulfilled condition in our sole discretion.

Q: How Will I Be Notified If The Offer Is Extended?

A: If the Offer is extended past June 29, 2004, we will make a public
announcement of the new expiration date no later than 9:00 a.m. Eastern
Daylight Saving Time on the next business day after the last previously
scheduled or announced expiration date.

Q: Until What Time Can I Withdraw Previously Tender Shares?

A: You can withdraw tendered shares at any time prior to the expiration date,
June 29, 2004. If this expiration is extended, you can withdraw tendered
shares at any time prior to the new expiration date. You may also withdraw
tendered shares which have not been accepted for payment within nineteen
(19) business days of the expiration or extension of the Offer.

Q: How Do I Withdraw Previously Tendered Shares?

A: You can withdraw shares that you have already tendered by sending the
timely notice of withdrawal to the Depositary at the address provided at
the end of the Offer to Purchase.

Q: What If I Have Lost My Stock Certificate?

A: If you have lost any or all of your stock certificate(s) evidencing your
shares of common stock of the Company, and you wish to participate in the
Offer, please (i) complete the Affidavit for Lost Certificate along with
the rest of the Letter of Transmittal and remit a check for the applicable
bond premium or (ii) contact the Information Agent at the address provided
at end of the Offer to Purchase.

Q: What Is The Company's Purpose In Making This Offer?

A: We are making the Offer in order to reduce the number of shareholders
owning the Company's common stock. If, after this Offer, the number of
shareholders is less than 300, we intend to deregister our common stock
under the Securities and Exchange Act of 1934. As a result, we will no
longer be subject to the SEC's periodic reporting requirements or its proxy
rules and regulations. In addition, we will no longer be subject to
additional reporting and audit requirements adopted under the
Sarbanes-Oxley Act with respect to public companies. We anticipate that no
longer being subject to public reporting requirements and other rules and
regulations will result in cost savings for the Company and will permit
management to focus on its business opportunities. Also, we believe that
this Offer will provide an economical means for small holders of our common
stock to sell at a premium to current prices without incurring brokerage
commissions.

Q: Will The Company Remain A Public Company After The Completion Of This
Offer?

A: If this Offer results in the number of our shareholders of record falling
below 300, we anticipate that we will terminate the registration of our
common stock under the Exchange Act. If, after the completion of this
Offer, there are 300 or more shareholders of record remaining, the
Company's Board of Directors will likely consider other options to reduce
the number of shareholders below 300 and deregister if the Board determines
it is in the best interests of the Company. Once the Company deregisters
from the Exchange Act, we do not expect our common stock will be eligible
for listing on the Nasdaq Small Cap Market. Thereafter, we anticipate that
our common stock may be quoted in the "pink sheets," but we cannot predict
whether or when this will occur or the liquidity of the market which will
thereafter exist for our common stock. As a result, it may become even more
difficult for our remaining shareholders to sell their shares.

Q: How Will The Company Pay For The Shares Offered?

A. The Company will pay for any tendered shares out of its cash and liquid
assets. The Company will not borrow any funds to pay for the purchase price
of the tendered shares. We have sufficient capital to pay for all shares of
our common stock which are eligible to be tendered at the price offered.

Q: Can The Company Amend The Terms Of The Offer?

A. Yes. The Company reserves the right, in its sole discretion, to amend the
Offer in any respect. The Company will announce any amendment to the Offer
by making a public announcement of the amendment.

Q: Did The Board Of Directors Receive Any Fairness Opinions Or Similar Reports
Regarding The Fairness Of The Offer?

A: No. The Board of Directors did not receive any opinions or reports from
outside financial advisors due to the fact that this is a voluntary offer
for a limited number of shares at a premium above the last reported market
price.

Q: What Are The Federal Income Tax Consequences Of Participating In The Offer?

A: Generally, you will be subject to United States federal income taxation
when you receive cash from the Company in exchange for the shares you
tender. Your tender of shares may also qualify as a taxable transaction for
state, local, foreign and other tax purposes as well. Please consult with
your personal tax advisor to determine the federal, state, local, and
foreign tax consequences of sales made by you pursuant to the Offer in view
of your own particular circumstances before tendering your shares. See
"Special Factors - Certain United States Federal Income Tax Consequences"
in the Offer to Purchase.

Q: Who Can I Contact If I Have Additional Questions About The Offer?

A: If you have any additional questions, you may contact the Information Agent
at the address or telephone number set forth at the back of the Offer to
Purchase.

You may also call David G. Wihebrink, our President, or Dottye Robeson, our
Chief Financial Officer at (574) 722-3855, if you have additional questions or
require further assistance.

SPECIAL FACTORS

Background of Tender Offer

The Company is an Indiana corporation organized in February 1995. In 1995,
the Company became a public unitary savings and loan holding company. The
Company became a unitary savings and loan holding company upon the conversion of
Logansport Savings Bank, FSB (the "Bank") from a federal mutual savings bank to
a federal stock savings bank on June 13, 1995. The principal assets of the
Company consists of 100% of the issued and outstanding shares of common stock,
$.01 par value per share, of the Bank. The Bank began operations in Logansport,
Indiana, under the name Logansport Building and Loan Association in 1925. In
1962, the Bank changed its name to Logansport Savings and Loan Association, and
in 1992 the Bank converted to a federally chartered savings bank known as
Logansport Savings Bank, FSB. The Bank serves the needs of primarily residents
of Cass County, Indiana.

As of May 18, 2004, there were approximately 320 record holders of our
common stock. At that date, approximately 99 of the record holders and 55
beneficial owners held 99 or fewer shares of our common stock and, as a result,
are eligible to participate in this Offer. We calculate that if approximately
22% or more of our eligible record holders participate in the Offer, there will
be fewer than 300 record shareholders.

Participation by eligible beneficial owners will not necessarily reduce the
number of our record shareholders.

There has been a limited trading market for our common stock in recent
years. This may be due, in part, to the relatively few number of shareholders
owning the Company's stock. In addition, approximately 11.0% of the Company's
common stock is beneficially owned or controlled by the executive officers and
directors of the Company. In the past twelve months ending April 30, 2004, our
common stock was not traded at all on 102 of the 253 eligible trading days. On
the days traded, our common stock had an average trading volume of 1,904 shares,
1,281 shares and 1,220 shares for the three month, six month and twelve month
periods ending April 30, 2004, respectively.

Our limited trading market has not allowed our shareholders to recognize
the primary benefit which should be available to shareholders of a publicly
traded company, which is the ability to buy and sell stock in a liquid market in
which accurate and timely pricing information is readily available.

Another potential advantage of being a publicly traded institution is the
ability to access public capital markets to meet additional capital needs.
However, since becoming a public company in 1995, we have had no additional
capital needs. We have also not made any additional public offerings of common
stock or any other equity or debt securities since our organization in 1995. In
addition, we have not used our common stock as consideration for any
acquisition. Currently, we do not anticipate issuing additional shares of common
stock in either public or private transactions.

Although our shareholders are provided some benefit from our being a
publicly traded company, we feel that our compliance with increasingly stringent
reporting and auditing requirements provides many disadvantages to off-set this
benefit. As a "reporting company" under the Exchange Act, we are obligated to
prepare and file with the SEC annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and proxy statements that comply with
Section 14 of the Exchange Act, in addition to other reports and forms from time
to time. In the wake of the Enron and WorldCom scandals, we are subject to
increased and constantly changing regulatory requirements under the newly
enacted Sarbanes-Oxley Act. Compliance with these SEC reporting and audit
requirements and increased regulatory restrictions diverts the time of senior
management and financial staff from other Company business. Also, as a result of
these increased and changing legislative requirements, outside legal, auditing
and accounting costs continue to rise and will continue to rise in the future.

Smaller publicly traded institutions, such as the Company, may have more
difficulty absorbing these costs and resource allocations than larger publicly
traded institutions since they represent a larger portion of our revenues. The
Company currently pays estimated ongoing costs, totaling approximately $45,000
per year, as a public reporting company, for compliance with filing Forms 10-Q,
10-K and proxy statements, compliance reviews, certification compliance and
printing costs and listing fees, which the Company would not incur as a private
company. Those costs do not include the time and resources of the Company or its
senior management and other employees in preparation of these reports and
compliance with reporting obligations. We anticipate that our audit costs will
increase by approximately $10,000 this fiscal year in order to comply with new
regulations. In addition, we have received notice from our independent auditors
that we will incur an estimated additional $20,000-$30,000 for future compliance
with new internal and external audit requirements and reporting obligations
under Section 404 of the Sarbanes-Oxley Act and implementing regulations for
fiscal year 2005 alone. Other costs such as legal expenses are also expected to
increase by approximately $8,000 in 2004 due to new compliance and disclosure
obligations. Given our relatively small number of employees and the size of our
Company, the new regulatory requirements would create a substantial time burden
on existing employees to comply and might require us to hire up to three
additional employees. The time spent by our management on preparation of
required reports and compliance with these new regulations could be more
productively spent on other business matters that bear a more direct
relationship to our operations and profitability. We believe that becoming a
private Company will

enhance our operating flexibility and resources to focus upon the long-range
plans for the Company and needs of our customers. Also, due to our status as a
unitary savings and loan holding company which owns a federal stock savings
bank, we will continue to be extensively regulated under federal law. The Bank
will also be subject to periodic reporting requirements and inspections from
certain regulatory agencies including the Federal Deposit Insurance Commission
("FDIC") and the Office of Thrift Supervision ("OTS").

Purposes of the Offer

The Board of Directors has proposed the Offer for the following purposes:

o To Become a Private Company. If at the conclusion of this Offer the
number of Company shareholders of record is less than 300, the Board
of Directors intends to deregister the Company's common stock with the
SEC. This will allow the Company to no longer be subject to the
periodic reporting and proxy solicitation requirements of the Exchange
Act, and the administrative burdens associated with such requirements
will be reduced significantly.

o Reduce Expenses Associated with Administering Small Shareholder
Accounts. The expense of administering accounts of small shareholders
is disproportionate to their ownership interest in the Company. As of
the record date, we estimate that we had approximately 99 shareholders
of record that held 99 or fewer shares and 55 shareholders who
beneficially owned 99 or fewer shares. These eligible record and
beneficial shareholders hold an aggregate of not more than 9,222
shares of our common stock. As a result, these odd-lot owners hold
less than 1.1% of all of our common stock. A disproportionate amount
of our administrative expense relating to shareholder accounts and
reporting requirements are attributable to those shareholders holding
less than 1.1% of our issued and outstanding stock. Even if the record
shareholder base does not fall below 300, we believe that every tender
by a qualified odd-lot shareholder will reduce our expenses going
forward.

o Provide Certain Shareholders the Opportunity to Sell Shares at a
Premium Without Incurring Brokerage Commissions. Currently, the
trading market for our common stock is not very liquid. As a result,
it may be difficult for some shareholders to dispose of their shares
when they choose. Shareholders holding small amounts of common stock
may find it uneconomical to dispose of shares due to minimum brokerage
commissions which are often charged. This Offer will permit those
shareholders to directly tender small amounts of shares at a premium
without paying minimum brokerage commissions.

Our Reasons for Pursuing the Odd-Lot Offer Rather than Other Alternatives

Prior to engaging in this odd lot offer as a going private transaction, the
Board considered whether maintaining the status quo would be a viable
alternative. We determined that the costs associated with maintaining our
reporting company status, and the expected increases in these costs in the
future, were no longer justified, particularly in light of our size and
resources. Other than maintaining the status quo, the Board did not seriously
consider any other alternatives to reducing the number of shareholders and
de-registering as a SEC reporting company. Because the Company has excess
capital sufficient to repurchase all Company shares necessary to de-register its
common stock with the SEC, the Board did not consider other alternatives such as
selling the Company to a third party or engaging in a search for a merger
partner.

Once determining that the Company should reduce the number of its
shareholders and go private, the Board of Directors concluded that this odd-lot
Offer is currently the best strategy to achieve the objectives discussed in
"Purposes of the Offer" above. While considering this issue, the Board of
Directors also considered other alternatives to reduce the number of
shareholders to less than 300. These other alternatives

included (i) a tender offer made available to all holders of common stock
(rather than those odd lot holders owning 99 shares or less) and (ii) a reverse
stock split or cash out merger.

Specifically, the Board of Directors investigated the possibility of making
a tender offer for a fixed number of total shares to all Company shareholders.
However, we had no assurances that this type of tender offer would not result in
an over subscription by participating shareholders. If such an offer were
over-subscribed as a result of larger shareholders tendering their shares, we
would be required to purchase shares from all tendering shareholders on a pro
rata basis. As a result, the number of shareholders would not be reduced, and we
would not accomplish our objectives. In addition, the general tender offer could
ultimately prove to be more costly than the odd-lot offer.

We also considered employing a reverse stock split, cash out merger or
similar transaction. Under these alternatives, shareholders who own fewer than
an established number of shares would be "cashed out" and forced to sell their
shares at a pre-determined price, subject to certain rights arising by law. The
primary advantage of the reverse stock split, cash out merger or similar
transaction is that if it is approved by a vote of the shareholders, the success
of reducing the number of shareholders and deregistering is much more certain.
However, the Board did not view this alternative as comparably attractive
primarily since it would not be voluntary for participating shareholders. Also,
a reverse stock split impacts all shareholders rather than just the target
group. This would leave many shareholders holding fractional shares. Because an
odd-lot tender offer avoids these disadvantages, we decided it would be the best
initial strategy to reduce the number of shareholders. Also, this Offer permits
us to attempt to achieve the purposes of the Offer discussed above. If, however,
we are not successful in reducing the number of shareholders below 300, we may
once again consider these and other alternatives.

Following extensive discussions of these alternatives at the Board's March
9, 2004 and April 13, 2004 meetings, the Board considered a formal proposal and
the terms of an odd-lot tender offer at its May 18, 2004 meeting. At that May
2004 meeting, the Board unanimously agreed (i) to engage in an odd-lot tender
offer available to shareholders owning 99 shares or less as of May 18, 2004 at a
price of $22.50 per share, (ii) that $22.50 per share was a fair value for the
shares of common stock to be purchased by the Company in the proposed going
private transaction and (iii) that the proposed transaction was fair to all
shareholders.

Effects of the Tender Offer Generally

If this Offer results in the number of our shareholders of record falling
below 300, we will be eligible to deregister our common stock with the SEC, and
we currently intend to do so. Once we terminate the registration of our common
stock under the Exchange Act, we will no longer file current and periodic
reports with the SEC, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K. We will also no longer be subject
to the proxy requirements of the Exchange Act. In addition, following
deregistration, our directors, executive officers and persons owning more than
10% of our outstanding shares will no longer be subject to the reporting and
short-swing trading requirements of Section 16 of the Exchange Act. As a result,
the amount of information provided to shareholders after deregistration may be
less than the amount currently supplied. It will be more difficult for
shareholders to obtain information about us. Due to our status as a unitary
savings and loan holding company which owns a federal stock savings bank, we,
however, continue to be extensively regulated under federal law. The Bank will
also be subject to periodic reporting requirements and inspections from certain
regulatory agencies including the Federal Deposit Insurance Commission ("FDIC")
and the Office of Thrift Supervision ("OTS"). We also currently intend to
provide our remaining shareholders with copies of our annual audited financial
statements after we become a non-reporting company and post our quarterly
results on our web site. This information will not be as detailed or extensive
as the information we currently file with the SEC and deliver to shareholders
and may not be accompanied by the Management's Discussion and Analysis in the
same format. We will also continue to be subject to the antifraud rules and
regulations of the SEC. This means that,

among other things, officers and directors cannot trade in the common stock on
the basis of material, nonpublic information.

If we terminate our registration of the common stock with the SEC, we will
no longer be eligible to have our stock quoted on the Nasdaq Small Cap Market.
We anticipate that our common stock will thereafter be quoted on the Pink Sheets
Electronic Quotation System, but we cannot guarantee whether or when this will
occur. We also cannot guarantee that an active market will exist for the
remaining shares of our common stock. As a result, the limited trading market
for our common stock may make it more difficult for holders to dispose of their
shares. However, the Company's common stock is currently not traded at all on
many eligible trading days. As a result, the amount of liquidity lost from no
longer trading on the Nasdaq Small Cap Market may not be as significant as it
would be for other publicly traded institutions.

Although the deregistration of our common stock will result in remaining
shareholders not being afforded all of the benefits of a public company, we feel
other positive results will occur. We anticipate that senior management will be
less preoccupied with the burdensome reporting, proxy and audit requirements
applicable to public entities. This will permit management to focus on long-term
business prospects beneficial to shareholders and customers. Also, the Company
will avoid increasing legal, audit and accounting expenses for services required
by a reporting company. Further, we anticipate that deregistration of our common
stock will permit the Company from foregoing hiring additional employees to
comply with the Company's reporting obligations and, based upon its expenses for
the most recently completed fiscal year, the Company estimates that
deregistration should result in annual cost savings of approximately $55,000.

Although we intend to deregister our common stock with the SEC if the
number of record shareholders falls below 300 at the completion of this Offer,
there is no guaranty that this will be the result of the Offer. If upon the
expiration of the Offer an insufficient number of record shareholders have
tendered their shares to reduce the number of shareholders to less than 300, we
may extend the Offer to allow eligible shareholders additional time to
participate. Also, whether or not we extend the Offer, if we continue to have
300 or more record shareholders, we may make an additional offer to purchase
shares of our common stock held by shareholders that continue to own 99 or fewer
shares. We may or may not also explore other alternatives to reduce the number
of shareholders, including a reverse stock split or cash out merger and, if it
remains in the best interests of the Company, to deregister with the SEC.
Otherwise, we will continue to be a publicly traded company subject to the
reporting requirements of the Exchange Act.

We anticipate all shares of common stock purchased under this Offer will be
retired. The record and beneficial shareholders who are eligible to participate
in this Offer hold in the aggregate not more than 9,222 shares of the Company's
common stock. This represents less than 1.1% of the total number of currently
issued and outstanding shares. As a result, we do not anticipate any material
impact on the relative stock ownership of the remaining shareholders.

Also, if all eligible shareholders participate in this Offer, we expect to
pay in the aggregate not more than $207,495 to purchase these shares. As a
result, we do not believe the completion of this Offer will have any material
affect on our financial condition or results of operations. Purchases of stock
will be funded with our cash and other liquid assets. We do not anticipate
borrowing any funds to purchase shares in connection with this Offer. Also,
aside from ceasing to be an SEC reporting company (provided we are eligible to
do so), we intend to continue to operate our business in primarily the same
manner as currently conducted. Although we can not guaranty the continual
payment of a dividend, we do not intend to change our current dividend policy or
practice at this time. No changes in our executive officers or Board of
Directors are anticipated to result from this Offer.

Tendering shareholders will no longer have the opportunity to vote their
shares or participate in the potential growth of the Company or dividends paid
by the Company. Conversely, tendering shareholders will not face the risk of any
decrease in the value of the Company's common stock.

Effects of the Tender Offer on Affiliates as Shareholders

The Offer will impact both affiliated and non-affiliated shareholders of
the Company. As used in this Offer to Purchase, the term "affiliated
shareholder" means any shareholder who is a director or executive officer of the
Company, and the term "unaffiliated shareholder" means any shareholder other
than an affiliated shareholder. As none of the affiliates of the Company are
eligible to participate in the Offer, the effects of the Offer on each of the
affiliated shareholders will be the same. We expect that our executive officers
and directors will continue to beneficially own approximately 99,898 shares as a
group immediately after the Offer. For more information regarding the beneficial
ownership of directors and executive officers of the Company, see "Information
About the Company - Beneficial Ownership of Directors and Executive Officers"
below.

Other potential effects of the tender offer which are unique to the
affiliated shareholders include the following:

o Reduced reporting requirements for officers and directors. The
directors and executive officers will no longer be subject to the
reporting and short-swing profit provisions under the Exchange Act
with respect to changes in their beneficial ownership of our common
stock; and

o Share Ownership. If the Offer is fully subscribed, we expect that the
percentage of beneficial ownership of common stock of the Company held
by executive officers and directors of the Company as a group will
increase from 11.0% to 11.1%, resulting in greater voting power for
affiliated shareholders and less for non-affiliated shareholders.

Generally, the tax impacts on affiliated shareholders will be similar to those
shareholders who are not eligible to tender their shares. See "Special Factors
- -- Certain United States Federal Income Tax Consequences." Other impacts on
affiliated shareholders will be similar to those on unaffiliated shareholders
who do not participate in the tender offer. See "Special Factors -- Effects of
the Tender Offer on Unaffiliated Shareholders.

Effects of the Tender Offer on Unaffiliated Shareholders

The Offer will also effect unaffiliated shareholders of the Company. The
effects of the Offer on unaffiliated shareholders will vary based on whether or
not the unaffiliated shareholder is eligible to participate in the Offer and
chooses to tender his or her shares pursuant to this Offer.

Eligible and tendering unaffiliated shareholders will:

o receive $22.50 in cash, without interest, per share;

o after completion of the offering, no longer have any equity interest
in the Company and therefore will not participate in its future
potential earnings or growth, if any, or bear the risk of any possible
future depreciation in value of that equity interest;

o be required to pay federal and, if applicable, state and local income
taxes on the cash received in the Offer; and

o be able to sell their shares directly to the Company without paying
brokerage commissions; however, transaction costs may be applicable if
the shares are tendered through a broker, bank or other institution.

Potential effects on unaffiliated shareholders who remain as shareholders
after the Offer include the following:

o Decreased Access to Information. If the Offer results in reducing the
number of shareholders by the required amount, we intend to terminate
the registration of our common stock under the Exchange Act. As a
result, the Company will no longer be subject to the periodic
reporting requirements and proxy rules of the Exchange Act. Similarly,
executive officers, directors and other affiliates will no longer be
subject to many of the reporting requirements and restrictions of the
Exchange Act, including the reporting and short-swing profit
provisions of Section 16.

o Decreased Liquidity. The liquidity of the shares of common stock held
by unaffiliated shareholders may be further reduced by the termination
of the registration of the common stock under the Exchange Act and the
delisting of the common stock from the Nasdaq Small Cap Market. Future
trading in our common stock after the Offer, if successful in
de-registering our common stock with the SEC, may occur in the "pink
sheets" or in privately negotiated sales.

o Reduced book value per share. If this Offer is fully subscribed, the
book value per share of common stock as of December 31, 2003, will be
reduced from $18.64 per share on a historical basis to approximately
$18.56 per share on a pro forma basis, which represents a .4% change
in the book value per share of our common stock as a result of the
Offer.

o Effect On Earnings (Basic). If this Offer is fully subscribed, net
income (including non-recurring income and expenses) for the three
months ended March 31, 2004 would decrease from $263,000 ($0.30 per
share) on a historical basis to approximately $227,000 ($0.26 per
share) on a pro forma basis.

Certain United States Federal Income Tax Consequences

The following summary is a general discussion, based on current law, of
certain of the expected federal income tax consequences applicable to
shareholders who receive cash in exchange for their shares pursuant to this
Offer. This summary discusses only certain tax consequences to United States
persons (i.e., citizens or residents of the United States, domestic
corporations, domestic partnerships, and trusts or estates that are subject to
federal income tax regardless of the source of their income) who hold shares as
capital assets. It does not discuss the tax consequences that may be applicable
to shareholders who own or will own, or who are related (or considered to be
related for tax purposes), to any person who owns or will own, 50% or more of
the capital stock or voting power of the Company. In addition, it does not
discuss the tax consequences that might be relevant to shareholders entitled to
special treatment under the federal income tax law (such as individual
retirement accounts and other tax deferred accounts, life insurance companies,
financial institutions, broker dealers, tax exempt organizations, traders in
securities that elect to mark to market, persons that hold shares as part of a
straddle or conversion transaction, persons who are not citizens or residents of
the United States and shareholders who acquired their shares of the Company
through the exercise of an employee stock option or otherwise as compensation).
All shareholders should consult with their own tax advisors as to the particular
tax consequences of this offer, including the applicability and effect of the
alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in such tax laws.

Neither the Company nor any non-tendering shareholder is expected to incur
any United States federal income tax liability as a direct result of the
completion of this Offer.

If you tender your shares in this Offer, for United States Federal income
tax purpose, you will recognize gain or loss, if any, equal to the excess of the
cash received over your adjusted tax basis of your shares exchanged therefor.
Any such recognized gain will be treated as capital gain unless, the receipt of
the cash is deemed to have the effect of a dividend, in which case such gain
will be treated as ordinary income or qualified dividend income (as discussed
below) to the extent of your ratable share of the Company's accumulated earnings
and profits. Any capital gain will be long-term capital gain if, as of the date
of the exchange, your holding period for such shares is greater than one year.

If your percent of ownership in the Company after this Offer is less than
80% of your percent of ownership in Company prior to this Offer (both
percentages being determined by including direct ownership plus indirect
ownership from related shareholders as determined under Section 318 of the
Code), you will recognize capital gain. If your percent of ownership in the
Company does not decrease by more than 20% as a result of this Offer, you may
have your gain taxed as ordinary income or qualified dividend income (as
discussed below). Alternatively, if all of the shares owned by you (both
directly and indirectly under Section 318 of the Code unless indirect
attribution of ownership is waived by you pursuant to Section 302 of the Code)
are purchased by the Company pursuant to this Offer, you will recognize capital
gain. Alternatively, you will recognize capital gain rather than dividend income
with respect to the cash received if the purchase of your shares by the Company
is "not essentially equivalent to a dividend" as determined under Section 302
the Code.

Any gain recognized by you that is classified as a dividend under the Code
will be treated as either ordinary income or qualified dividend income. Any gain
treated as qualified dividend income will be taxable to an individual
shareholder at the long-term capital gains rate, provided that the shareholder
held the shares giving rise to such income for more than 60 days during the 120
day period beginning 60 days before the closing date. Gain treated as ordinary
income will be taxed at ordinary income rates. You are urged to consult your tax
advisor to determine whether a dividend, if any, would be treated as qualified
dividend income.

Please also review the discussion entitled "Terms of The Offer - Procedure
for Tendering Shares - Backup U.S. Federal Income Tax Withholding."

THE FOREGOING DISCUSSION IS BASED ON EXISTING UNITED STATES FEDERAL INCOME
TAX LAWS WHICH ARE SUBJECT TO CHANGE, AND ANY CHANGE MAY HAVE A RETROACTIVE
EFFECT. THE FOREGOING DISCUSSION IS PROVIDED FOR GENERAL INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE OR
A GUARANTEE OF TAX CONSEQUENCES TO ANY PARTICULAR SHAREHOLDER. EACH SHAREHOLDER
IS EXPECTED AND ENCOURAGED TO CONSULT THE SHAREHOLDER'S OWN QUALIFIED TAX
ADVISORS TO DETERMINE THE TAX CONSEQUENCES (FEDERAL, STATE, LOCAL, AND FOREIGN)
TO THE SHAREHOLDER OF TENDERING SHARES PURSUANT TO THE OFFER.

Determination of Fairness of Offer by our Board of Directors

For reasons discussed below, the Board of Directors believes that this Offer is
fair to affiliated and unaffiliated shareholders of the Company, whether or not
such shareholders are eligible to participate in this odd-lot Offer. This belief
is based on the Board of Directors' knowledge of the Company's business as well
as other factors. Specifically, the Board of Directors believes that this Offer
is fair to eligible shareholders for the following reasons:

o This Offer is voluntary. Eligible shareholders are not required to
tender their shares.

o The Offer purchase price is at a premium to current trading prices. We
are offering to pay $22.50 for each share of common stock tendered
under this Offer, which represents a premium over current market
prices and is $.05 greater than the Company's historical high of
$22.45.

o The Offer purchase price is $5.25 higher than the last privately
negotiated share repurchase by the Company which occurred in October
2002.

o Eligible shareholders who directly tender their shares to the Company
may avoid brokerage commissions that they would otherwise be incurred
if the shares were sold in an open market transaction.

o This Offer provides eligible shareholders an opportunity to sell their
shares at a premium in a market which has not evidenced great
liquidity. However, these benefits must be weighed against the fact
that tendering shareholders will no longer benefit from future
earnings and growth in the Company or our common stock.

Our Board of Directors also believes that the Offer is fair to shareholders
who are not eligible to participate or who otherwise decide not to tender. This
belief is based on the Board's consideration of the following material factors:

o If we are able to terminate the registration of our common stock under
the Exchange Act, we believe that the cost savings will benefit those
shareholders who did not participate in the Offer. These cost savings
include known and unknown expenses which will be incurred by public
companies under the Sarbanes-Oxley Act. Also, management will be able
to better focus its resources on operating the Company's business.
These cost savings and increase in focus should enhance our ability to
increase the Company's profitability. Even if the Company continues to
have more than 300 shareholders after the completion of this Offer, we
will eliminate certain administrative expenses related to the small
shareholders who tendered their shares pursuant to this Offer.

o If we succeed in deregistering our common stock with the SEC, we will
no longer be subject to the SEC reporting or proxy disclosure
requirements. However, we intend to continue to provide annual audited
financial information to our shareholders and post our quarterly
results on our web site. We will also be subject to the regulatory and
supervisory authority of other governmental agencies applicable to
savings and loan holding companies and federal savings banks,
including the OTS and the FDIC.

o If our common stock is no longer subject to the Exchange Act reporting
requirements, we will no longer be eligible to have our stock quoted
on the Nasdaq Small Cap Market. This could adversely effect the
liquidity, trading volume and marketability of our common stock even
further than currently existing. However, we do not anticipate this
change to have a significant impact on the remaining shareholders.
There has not been a very active trading market for the shares of
common stock in the past 12 months on the Nasdaq Small Cap Market.
Also, although we cannot guarantee how and when it will occur, we
anticipate that the Company stock will trade on the Pink Sheets
Electronic Quotation System.

In determining a fair and equitable price for the Offer, the Board
considered a number of factors, including but not limited to historical stock
prices for the Company, peer group evaluations and trading volume activity.
Additionally, in determining the $22.50 per share price to be paid for tendered
shares in the Offer, the Board considered the premium it represented over the
current market price and took into account the Company's financial performance
to date and estimates for 2004. In examining the premium, the Board also
considered the current stock prices of peer group members relative to their
financial performance. After careful consideration of these factors, the Board
concluded that $22.50 was not only a fair price to shareholders being paid cash
for tendered shares, but also to shareholders remaining after the going private

transaction after taking into account the pro forma analysis which examines the
effect of the Offer on the Company.

As of March 31, 2004, the book value per share of our common stock was
$18.98. The per share cash price of $22.50 payable in this Offer represents 119%
of the book value per share of our common stock on March 31, 2004. However, due
to the voluntary nature of the transaction, the Board did not consider the book
value per share to be as relevant as the market price. Also, because this going
private transaction is an odd lot offer and does not involve a merger, the sale
of the stock of the Company or the sale of all or substantially all of the
assets of the Company, the going concern and liquidation values of our common
stock were not considered in determining the Offer price because the Board did
not deem them material to this Offer or the alternatives considered to this
transaction.

The above discussion is not intended to be exhaustive. It is intended to
include some of the material factors upon which we based our determination that
the Offer is fair to all shareholders. In reaching this determination that the
Offer is fair to all shareholders, our Board of Directors considered all factors
as a whole. Individual directors may have given different weight to different
factors. However, none of the factors that our Board of Directors considered led
the Board to believe that the Offer is unfair to shareholders.

This Offer was approved by the unanimous vote of our Board of Directors,
including all of the directors who are not Company or Bank employees, at its
meeting on May 18, 2004. Given the consensus of our Board of Directors that the
Offer is fair to shareholders who are eligible and not eligible to participate
in the Offer based on the factors discussed above, the Board did not appoint a
committee of disinterested directors or obtain an unaffiliated representative to
negotiate the terms of the Offer. The Board also did not obtain an unaffiliated
representative to prepare any report, opinion or appraisal relating to the
consideration, or the fairness of the consideration, to be offered pursuant to
this Offer. The Board determined that the engagement of an unaffiliated
shareholder representative on behalf of unaffiliated shareholders was not
necessary, practical or advisable because of the very small size of this Offer,
the voluntary nature of the offer, and the premium of the purchase price offered
over the market price on the record date, which will actually be less costly to
tendering shareholders than ordinary open market sales because of the absence of
brokerage commissions.

Our Board of Directors also believes that the Offer is procedurally fair
since it is voluntary by tendering shareholders. As a result, eligible
shareholders are entitled to make individual decisions based on their personal
financial situation, personal risk tolerance or personal view of the Company.

No vote of shareholders related to this Offer is required under Indiana
law, and the Board of Directors did not deem a vote of shareholders necessary
given the voluntary nature of the transaction and because all shareholders,
including those ineligible to participate in the Offer, have the opportunity to
sell their shares before or after completion of the Offer.

Despite the lack of these procedural safeguards, the Board and each of its
directors believe that the Offer is procedurally fair because its voluntary
nature allows eligible shareholders to decide individually whether or not to
tender their shares. As a result, those shareholders who wish to sell their
stock based on their personal financial position, personal risk tolerance or
personal view of the Company may do so. Conversely, those whose personal
financial situation, personal risk tolerance and personal view of the Company
cause them to wish to retain their stock may do so.

Because this Offer will not result in a material impact to book value or
earnings per share, the Board also did not appoint a representative for
non-eligible shareholders. In addition, because the affiliated shareholders will
be financially affected in a manner substantially similar to non-affiliated
shareholders not participating in this Offer, the Board determined that a
representative of non-affiliated shareholders was not warranted.

NEITHER WE NOR OUR BOARD OF DIRECTORS IS MAKING ANY SPECIFIC RECOMMENDATION
REGARDING WHETHER YOU SHOULD TENDER YOUR SHARES IN THIS OFFER. ACCORDINGLY, YOU
MUST MAKE YOUR OWN DETERMINATION AS TO WHETHER OR NOT YOU WISH TO TENDER YOUR
SHARES.

Determination of Fairness of Offer by Affiliates

David G. Wihebrink, James P. Bauer, Charles J. Evans, Brian J. Morrill,
Susanne S. Ridlen, Ph.D., William Tincher, Jr., Dr. Todd S. Weinstein, Allen
Schieber and Dottye Robeson are considered "affiliates" of the Company due to
their positions in senior management and/or on the Board of Directors of the
Company. The affiliates who are not Board members reviewed the same information
regarding the Offer that the Board reviewed and considered the same factors as
the Board of Directors. Each of these affiliates adopts the analysis of the
Board of Directors which is discussed in this Offer to Purchase and has
separately determined that the Offer is fair to affiliated and unaffiliated
shareholders.

Entitlement to Regular Quarterly Dividend Declared May 18, 2004

Shareholders who tender their shares in the Offer will still receive the
regular $0.14 per share dividend declared by our Board of Directors on May 18,
2004 provided they are shareholders of record on June 21, 2004. This dividend
will be paid on July 12, 2004, which is after the date this Offer is scheduled
to close. However, if you tender your shares in connection with this Offer, you
will not have any rights to receive dividends that may be declared after this
Offer is completed if your shares are purchased by the Company.

Possibility of Second Transaction to Reduce the Number of Shareholders

If this Offer does not result in the Company having fewer than 300
shareholders of record, the Company, in its discretion, may consummate a second
step transaction in which certain shares of common stock not purchased in this
Offer would be exchanged for cash. The purpose of this second step would be to
reduce the number of our shareholders below 300 so that we would be eligible to
deregister our common stock with the SEC. Such a second step transaction may be
subject to shareholder approval if it is to be conducted on an involuntary
basis. In the event an involuntary second step transaction takes place,
shareholders may or may not have dissenters' rights with respect to that
transaction.

TERMS OF THE OFFER

General

We are offering to purchase all shares of our common stock held by
shareholders who own 99 or fewer shares of our common stock as of the close of
business on May 18, 2004, the record date. Properly tendered shares by these
odd-lot shareholders will be purchased at $22.50 per share. The purchase price
for the offer was determined by the Board of Directors based, in part, upon the
common stock's current market price and its historical high. A proper tender
will include delivery of a properly executed Letter of Transmittal to the
Depositary at the address provided on the Letter of Transmittal. Payment for
properly tendered shares will be made promptly upon the expiration of the Offer.

You may tender your shares only if you are the owner of record of 99 or
fewer shares of our common stock on the record date. You are also eligible to
participate in this Offer if you are the beneficial owner of the 99 or fewer
shares held in "street name" on the record date. These shares will often be held
in a brokerage account maintained by you.

Participation in this Offer is entirely voluntary. You may choose to
continue to hold your shares and retain your rights as a shareholder, including
the right to vote your shares and receive dividends to the extent dividends are
declared by our Board of Directors. However, if you are a holder of 99 or fewer
shares and you elect to accept this Offer, you must tender all of your shares.
This Offer is also subject to the conditions discussed below. Only shares
properly tendered and not properly withdrawn will be purchased.

Conditions of the Offer

This Offer is not conditioned on the receipt of tenders for any minimum
number of shares. We will not accept any alternative, conditional or contingent
tenders. Also, any tender of shares by any eligible shareholder must be for all
of your shares. If we fail at any time to exercise any of the foregoing rights,
that failure to exercise shall not constitute a waiver of those rights.

Expiration and Extension of the Offer; Amendment

The expiration date of this Offer is Tuesday, June 29, 2004, unless we
elect to extend the Offer to a later date or terminate it earlier at our
discretion. Your Offer documents must be received by the Depositary no later
than 5:00 p.m. Eastern Daylight Saving Time on the expiration date, or at any
date thereafter to which the Offer is extended by us.

We reserve the right, in our sole discretion, to extend the period of time
during which the Offer is open and thereby delay acceptance of, and payment for,
the shares tendered. Promptly following the expiration date, we will accept and
pay for, and thereby purchase, shares promptly tendered and not properly
withdrawn.

We also reserve the right, in our sole discretion, to terminate the Offer
subject to applicable law.

In addition, subject to compliance with applicable law, we further reserve
the right to amend the Offer in any respect in our sole discretion. Amendments
to the Offer may be made at any time and from time to time effected by public
announcement. In the case of an extension, we intend to make such an
announcement no later than 9:00 a.m. Eastern Daylight Saving Time on the next
business day after the last previously scheduled or announced expiration date.
"Business Day" means any day other than a Saturday, Sunday or United States
federal holiday.

We intend to make any public announcement changing or extending the Offer
promptly to shareholders in a manner reasonably designed to inform you of the
change. Except as otherwise required by applicable law, we have no obligation to
publish, advertise or otherwise communicate this public announcement other than
by issuing a press release.

Procedure for Tendering Shares

Record Holders. If you are an eligible shareholder for this Offer, and you
wish to tender those shares for which you are the shareholder of record, you
should complete and sign the Letter of Transmittal (the blue document) according
to its instructions as provided in this package. You should mail the Letter of
Transmittal or deliver it, together with the certificates for your shares, any
required signature guarantee and other required documents, in the enclosed
envelope to the Depositary at 10 Commerce Drive, Cranford, NJ 07016-3572 on or
prior to 5:00 p.m. Eastern Daylight Saving Time on June 29, 2004.

We will not require signature guarantees as long as the Letter of
Transmittal is signed by the record holder of the tendered shares. For purposes
of this section, the record holder of the shares includes any participant in the
Depository Trust Company ("DTC"), which is a securities depositary, whose name
appears on the security position listing as the owner(s) of the shares. However,
the signature guarantee is required if the record holder has completed either
the box captioned "Special Mailing Instructions" or the box captioned "Special
Payment Instructions" on the Letter of Transmittal. No signature guarantee is
required for shares tendered for the account of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank, a trust company, a savings bank, a savings and loan association or a
credit union, that is a member of an approved signature guarantee medallion
program (an "Eligible Institution"). Otherwise, the signature on the Letter of
Transmittal must be guaranteed by an Eligible Institution in accordance with the
instructions in the Letter of Transmittal.

If a stock certificate is registered in the name of a person other than the
person executing the Letter of Transmittal, or payment is to be made to a person
other than the record shareholder, then the certificate must be endorsed on its
reverse side or must be accompanied by an appropriate stock power with the
signature guaranteed by an eligible guarantor institution. All certificates
endorsed on the reverse side or stock powers must be signed exactly as the name
of the record shareholder appears on the stock certificate.

Beneficial Holders. If your shares are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, you should contact that
institution if you desire to tender your shares. You may also contact the
Depositary at (800) 368-5948 (toll free) or email to info@rtco.com for further
information. If your shares are held by a broker, dealer, bank or other
institution, you should consult with them to determine whether they will impose
transaction costs with respect to the tender of your shares.

Guaranteed Delivery. If you cannot deliver your stock certificates or other
required documents to the Depositary before the expiration date of the Offer,
you may tender your shares by using the guaranteed delivery procedure. To tender
your shares by this method, you must complete and sign the Notice of Guaranteed
Delivery in the form we have provided with this document (the yellow document).
This Notice of Guaranteed Delivery must be delivered to the Depositary before
the expiration date of the Offer. The Notice of Guaranteed Delivery must be
guaranteed by an Eligible Institution. Your endorsed stock certificates along
with a properly completed signed Letter of Transmittal (or an agent's message)
and any other documents required by the Letter of Transmittal must be received
by the Depositary within three (3) business day of the expiration of the Offer
in order for your tender to be effective.

Method of Delivery. The method of delivery of all documents, including
stock certificates, the Letter of Transmittal and other required documents, is
at the discretion and risk of the tendering shareholder. You should allow
adequate time for the delivery of the documents. If you would like to deliver
the documents by mail, we recommend that you use registered mail and request a
return receipt.

The Depositary will set up a separate account at DTC for purposes of this
Offer. DTC participants may make delivery of tendered shares by causing DTC to
transfer the shares into the Depositary's account. Even if delivery of the
shares is made through a book-entry transfer in this manner, the Depositary must
receive either (a) a properly completed and executed Letter of Transmittal or
manually executed facsimile of the Letter of Transmittal, including any required
signature guarantees or (b) an "agent's message," as described below, in the
case of the DTC transfer. In addition, all other documents required by the
Letter of Transmittal must be delivered prior to the expiration date. If the
owner or the DTC participant cannot deliver the Letter of Transmittal, an
agent's message and/or the other documents required by the Letter of
Transmittal, the guaranteed delivery procedure described above must be followed.
The term "agent's message" means a message transmitted by DTC to the Depositary
which states that DTC has received an express acknowledgment from a DTC
participant tendering the shares and that such participant has received the
Letter of Transmittal and agrees to be bound by its terms and that we may
enforce that agreement against the participant.

Backup U.S. Federal Income Tax Withholding. To prevent federal income tax
backup withholding equal to 28% of the gross payments made to shareholder for
shares purchased under this Offer, each shareholder who has not otherwise
established an exemption from such withholding must provide the Depositary with
the shareholder's correct taxpayer identification number. You should provide
this information by completing the substitute Form W-9 included in the Letter of
Transmittal. If you are tendering through your broker, bank or other nominee
holder, there is a separate copy of the substitute Form W-9 included for this
purpose. Certain shareholders (including, among others, all corporations and
certain foreign shareholders) are not subject to these backup withholding rules.
Please consult with your own tax advisor regarding your qualification from
exemption from backup withholding and the procedure for obtaining any applicable
exemption.

Lost or Destroyed Certificates

If your certificate for part or all of your shares of common stock has been
lost, stolen, misplaced or destroyed, you should contact the Depositary at the
address and phone number listed at the end of this Offer to Purchase for
instructions on submitting a lost share affidavit. This lost share affidavit
will be required to be submitted, together with the Letter of Transmittal, in
order to receive payment for shares of common stock tendered and accepted. You
will be required to post a surety bond to secure against a risk that the
certificate(s) may be subsequently re-circulated.

Termination of Validity; Rejection of Shares

We reserve the exclusive right to determine all questions as to the
validity, form, eligibility (including time and receipt), and acceptance for
payment of any tender of shares in our sole discretion, and our determination
will be final and binding on all parties. We reserve the absolute right to
reject any or all tenders of any shares that we determine are not in proper form
or the acceptance for payment for which we determine may be unlawful. We also
reserve the absolute right to waive any of the conditions of the Offer with
respect to all shareholders or any defect or irregularity in any tender with
respect to any particular stock or any particular shareholder. Our
interpretation of the terms of the Offer will be final and binding on all
parties. No tender of shares will have been deemed to have been properly made
until all the defects or irregularities have been cured by the tendering
shareholder or waived by us. Unless waived, any defects and irregularities in
connection with tenders must be cured within the time period, if any, we
determine in our sole discretion. Neither the Company, nor the Depositary, nor
any other person will be under any duty to give notification of any defects or
irregularities in any tender or incur any liability for failure to give any such
notification.

Return of Unpurchased Shares

If any tendered shares are not purchased by us or are properly withdrawn by
you, stock certificates for unpurchased shares will be returned promptly after
the expiration or termination of the Offer or the proper withdrawal of the
shares, as applicable. In the case of shares tendered by a book-entry in our DTC
account, the shares will be credited to the appropriate account maintained by
the tendering shareholder. In each case, shares will be returned or credited
without expense to the tendering shareholder.

Withdrawal Rights

You may withdraw shares you have tendered at any time before the expiration
date or any extension thereof. Shares may also be withdrawn if we have not
accepted the shares for payment within nineteen (19) business days following the
expiration of the Offer or any extension thereof.

In order to effectively withdraw your tender, you will need to provide the
Depositary with an original written or facsimile (confirmed by telephone) notice
of withdrawal. Your notice of withdrawal must specify the name of the tendering
shareholder, the number of shares to be withdrawn, and the name of the
registered shareholder of the shares withdrawn. If the certificates for the
shares to be withdrawn have been delivered to the Company (either physically or
by deposit in its DTC account) then you must also include the serial numbers for
the certificates in your notice of withdrawal, and your signature on the notice
of withdrawal must be guaranteed by an eligible guarantor institution, unless
such shares have been tendered for the account of an eligible guarantor
institution.

All questions about the form and validity (including the time and receipt)
of any Notice of Withdrawal will be determined by us, in our sole discretion,
and our determination will be final and binding. Neither we nor any one else has
any duty to give notification of any defects or irregularities on any notice of
withdrawal or shall be liable for failure to give any such notification.

You may not rescind any withdrawal. Any shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of this Offer, unless
you properly re-tender the withdrawn shares before the expiration date of this
Offer.

Purchase and Payment

Promptly following the expiration date of this Offer, we will accept your shares
for payment and pay for, and thereby purchase, shares properly tendered and not
withdrawn prior to the expiration date. When we accept your shares for payment,
you will have entered into a binding agreement regarding the sale and purchase
of your shares on the terms and conditions described in this Offer to Purchase.
Under the terms of the Letter of Transmittal, you will have waived any right to
be notified of our acceptance of your tender. We will pay for the shares
purchased by sending payment to the tendering shareholders. We will not pay
interest on the purchase price to be paid under any circumstances regardless of
any delay in making the payment.

Brokerage Commission

If you are a record shareholder and you tender your shares directly to us,
you will not incur any sales commissions or other charges. However, if you hold
shares or tender shares through a broker, bank or other institution, you should
consult with the broker, bank or other institution to determine whether any
transaction costs are applicable to your transaction.

No Dissenters' Rights

Whether or not you tender your shares, dissenters' rights are not available
in connection with this Offer.

Absent of Shareholder Vote

This Offer is not subject to a shareholder vote.

Source and Amount of Funds

We estimate that approximately 99 of our 320 shareholders of record plus
approximately 55 beneficial shareholders are eligible to participate in this
Offer. These eligible shareholders own not more than 9,222 issued and
outstanding shares of our common stock. Assuming all of these shareholders elect
to participate in the Offer, and the shares are properly tendered at the Offer
price of $22.50 per share, the total cost to us for purchasing these shares will
be not more than $207,495. This amount does not include our expenses associated
with this Offer, which are estimated to be $39,000, as discussed below under
"Fees and Expenses."

We anticipate that we will pay for all validly tendered shares, as well as
of the costs and expenses of this Offer, with cash on hand and, if necessary,
through dividends from the Bank.

Fees and Expenses

We will pay all fees and expenses associated with this Offer. We estimate
that our total expenses associated with this Offer will be $39,000, consisting
of the following:

Information Agent and Depositary Fee $ 5,500
Legal fees ......................... $25,000
Printing and mailing costs ......... $ 3,500
SEC filing and Edgar fees .......... $ 2,500
Miscellaneous ...................... $ 2,500
-------
Total Estimated Expenses ........... $39,000
=======

Our directors, officers and employees may also solicit tenders pursuant to
this Offer in person, by telephone or through other forms of communication, but
these persons will not receive any additional compensation for the
solicitations.

The Information Agent and Depositary will receive reasonable and customary
compensation for their services and will also be reimbursed for certain
out-of-pocket expenses. The Company has also agreed to indemnify the Depositary
and the Information Agent against certain liabilities in connection with this
Offer. We will not pay any fees or commissions to any broker, dealer, or other
person for soliciting tenders of shares pursuant to this Offer.

We will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and customary handling and mailing expenses
incurred by them in forwarding materials related to this Offer to their
customers.

In the event any eligible shareholder has lost its stock certificate(s), we
will pay the fee charged by the Depositary for lost certificates, provided that
the shareholder executes the requisite affidavit and indemnity instruments.
Shareholders will be responsible for the fees of the surety company.

INFORMATION ABOUT THE COMPANY

Market Price and Dividend Information

Our common stock is traded on the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") Small Cap Market under the symbol
"LOGN." The following table reflects the high and low sales price for our common
stock for each quarter during the last two years.

Stock Price
High Low
------ ------
2004
First Quarter ........... $22.00 $20.25

2003
First Quarter ........... $18.00 $15.78
Second Quarter .......... $18.52 $17.00
Third Quarter ........... $20.50 $17.53
Fourth Quarter .......... $22.45 $18.85

2002
Second Quarter .......... $18.15 $17.01
Third Quarter ........... $17.85 $16.90
Fourth Quarter .......... $17.13 $14.40

On May 18, 2004, the record date for this Offer, the closing price for our
common stock was approximately $19.89. The Company has a total of 876,193 shares
issued and outstanding at the time of this Offer.

The following table reflects the dividend payment frequency of the Company
for the last two years.

Regular
Dividends(1)
------------
2004
First Quarter ........... $0.14

2003
First Quarter ........... $0.14
Second Quarter .......... $0.14
Third Quarter ........... $0.14
Fourth Quarter .......... $0.14

2002
Second Quarter .......... $0.13
Third Quarter ........... $0.13
Fourth Quarter .......... $0.14

- ----------------
(1) Information current as of May 18, 2004, the record date of this Offer.

The Company has established a policy of paying regular periodic cash
dividends, and the Board of Directors intends to continue this policy, subject
to the Company's operating results, financial condition, capital, income tax
considerations, regulatory restrictions, and other relevant factors.

Since the Company has no independent operations other than
investment-related activities or other subsidiaries to generate income, its
ability to accumulate earnings for the payment of cash dividends to its
shareholders will be directly dependent upon the ability of the Bank to pay
dividends to the Company.

Under OTS regulations, a converted savings institution may not declare or
pay a cash dividend if the effect would be to reduce its net worth below the
amount required for the liquidation account created at the time it converted. In
addition, under OTS regulations, the extent to which a savings institution may
make a "capital distribution," is subject to certain limitations discussed
below. Prior notice of any dividend to be paid by the Bank to the Company will
have to be given to the OTS.

The Bank is subject to regulations imposed by the OTS regarding the amount
of capital distributions payable to the Corporation. Generally, the Bank's
payment of dividends is limited, without prior OTS approval, to net earnings for
the current calendar year plus the two preceding calendar years, less capital
distributions paid over the comparable time period. Insured institutions are
required to file an application with the OTS for capital distributions in excess
of this limitation. The Bank may not declare or pay a cash dividend on, or
repurchase any of, its capital stock if the effect of such transaction(s) would
reduce its net worth to an amount which is less than the minimum amount required
by applicable federal regulations. Also, an insured depository institution, such
as the Bank, is prohibited from making capital distributions, including the
payment of dividends, if after making such distributions the institution would
become "undercapitalized" (as such term is defined in the applicable law and
regulations).

Management Information

Set forth below is a list of our directors and executive officers, together
with their ages and principal occupations. Unless otherwise indicated, all
persons have held the positions described as their principal occupation for at
least five (5) years.

James P. Bauer (age 58) is the Vice President of Finance and Treasurer of
Material Processing, Inc., a holding company for Small Parts, Inc., ABC Metals,
Inc. and H.T.I. (Logansport, Indiana). He serves on the Board of Directors of
the Logansport Economic Development Foundation, Inc. and the Logansport/Cass
County Industrial Park.

Charles J. Evans (age 57) has served as Senior Vice President of Logansport
Savings Bank, FSB since January 2000. Prior to that he served as Vice President
and Senior Loan Officer of Logansport Savings Bank, FSB since 1980.

Brian J. Morrill (age 46) is the founder and President of Cass County Title
Company, Inc. The firm provides title insurance policies and real estate
searches for lenders, realtors, attorneys, and the general public. Prior to
founding Cass County Title Company, Morrill served for ten years as the
Executive Director of the Cass County Family YMCA in Logansport, Indiana.
Morrill has served on several community boards and in 2000 served as Chairman of
the Logansport/Cass County Chamber of Commerce.

Susanne S. Ridlen, Ph.D. (age 63) is a faculty member and Director of the
Project Success Program for under-prepared students at Indiana University
Kokomo. Dr. Ridlen has taught at IUK since 1969. She also serves on the Lilly
Scholarship Committee for the Cass County Community Foundation. In addition, she
serves on the Board of Directors for the President Benjamin Harrison Foundation,
Inc. of Indianapolis, Indiana.

William Tincher, Jr. (age 64) has served as Plant Manager for the Modine
Manufacturing Company ("Modine") since 1977. Modine is located in Logansport,
Indiana, and manufactures automotive cooling systems.

Dr. Todd S. Weinstein (age 42) is a member of the surgical staff at
Logansport Memorial Hospital and has been a member of Logansport Surgical
Associates since 1991. He serves on the Board of Trustees of Logansport Memorial
Hospital and the Board of Directors of the Cass County Family YMCA.

David G. Wihebrink (age 56) has served as President of Logansport Financial
Corp. and Logansport Savings Bank since April 2000. Prior to that, he had served
as Vice President and Chief Financial Officer of TM Morris Manufacturing Co.,
Inc. since 1988. Prior to his employment with Morris, Mr. Wihebrink was a member
of the accounting firm Smith, Thompson & Wihebrink (Logansport) for 15 years.
Mr. Wihebrink also currently serves as a member of the Board of Directors of the
Neal Home retirement home in Logansport, Indiana; as a member of the Board of
Directors of the North Central Indiana Workforce Investment Board and as a
member of the Board of Directors of the Logansport/Cass County Chamber of
Commerce.

Dottye Robeson (age 53) has served as Chief Financial Officer of the Bank
since 1994 and as Secretary /Treasurer of the Company since its organization.
She has been a certified accountant since 1987.

Allen D. Schieber (age 55) has served as Senior Vice President of the Bank
since January 2000. From October 1998 until January 2000, he served as Vice
President -Commercial Lending.

Each of the above persons is a citizen of the United States. None of the
above individuals has been convicted in a criminal proceeding during the past
five (5) years (excluding traffic violations or similar misdemeanors). In
addition, none of the above individuals has been a party to any judgment or
administrative proceeding during the past five (5) years that resulted in a
judgment, decree or final order enjoining the individual from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

Beneficial Ownership of Directors and Executive Officers

The following table sets forth certain information regarding the shares of
the Company's common stock owned by each member of the Boards of Director of the
Company and the Bank, certain executive officers of the Company and the Bank,
the directors and executive officers of the Company and the Bank as a group and
holders of more than five percent (5%) of the Company's common stock. This
information is presented as of May 18, 2004, the record date.

Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership (1) of Class (2)
- ------------------------------------ ------------------------ ------------
James P. Bauer
Small Parts, Inc.
600 Humphrey Street
Logansport, IN 46947 2,258 .3%

Charles J. Evans
723 East Broadway
Logansport, IN 46947 33,449 (3) 3.7%

Brian J. Morrill
Cass County Title Co., Inc.
211 S. Third Street
Logansport, IN 46947 2,058 (4) .2%

Susanne S. Ridlen, Ph.D.
Indiana University at Kokomo
P.O. Box 9003
Kokomo, IN 46904 11,014 (5) 1.3%

William Tincher, Jr.
Modine Manufacturing Co.
600 Water Street
Logansport, IN 46947 22,938 (6) 2.6%

Dr. Todd S. Weinstein
820 Fulton Street
Logansport, IN 46947 2,058 (7) .2%

David G. Wihebrink
723 East Broadway
Logansport, IN 46947 13,228 (8) 1.5%

Allen D. Schieber
723 East Broadway
Logansport, IN 46947 3,300 (9) .4%

Dottye Robeson
723 East Broadway
Logansport, IN 46947 9,595 (10) 1.1%

- --------------------------------------------------------------------------------
Directors and Executive Officers as
a Group (9 Persons) 99,898 (11) 11.01%
- --------------------------------------------------------------------------------

Bay Bond Partners, L.P. (12) (13)
Wellington Management Company, LLP
Wellington Hedge Management LLC
Wellington Hedge Management, Inc.
75 State Street
Boston, MA 02109 84,000 9.6%

Raffles Associates, L.P. (12)
450 Seventh Avenue, Suite 509
New York, NY 10123 54,300 6.2%

Thomas G. Williams
4 Golfview Drive
Logansport, IN 46947 48,725 (14) 5.4%
- --------------------
Footnotes on folowing page.

(1) Based upon information furnished by the respective directors or director
nominees. Under applicable regulations, shares are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares the power to vote or dispose of the shares, whether or not he or she
has any economic power with respect to the shares. Includes shares
beneficially owned by members of the immediate families of the directors or
director nominees residing in their homes.
(2) Percentage of class is calculated by dividing the number of shares deemed
beneficially owned by the person(s) by an amount equal to the sum of (i)
876,193 which is the number of shares of common stock outstanding at the
record date and (ii) the number of shares of common stock subject to stock
options held under the Logansport Financial Corp. 1996 Stock Option Plan
and the Logansport Financial Corp. 1999 Stock Option Plan (collectively,
the "Option Plans") by the person or persons owning the shares.
(3) Includes 12,725 shares held jointly by Mr. Evans and his spouse and 20,045
shares subject to a stock option granted under the Option Plans.
(4) Consists of 2,058 shares held jointly by Mr. Morrill and his spouse.
(5) Includes 5,145 shares held jointly by Ms. Ridlen and her spouse and 5,869
shares subject to a stock option granted under the Option Plans.
(6) Of these shares 18,296 are held jointly by Mr. Tincher with his spouse and
children and 4,296 shares are subject to a stock option granted under the
Option Plans.
(7) Of these shares, 1,529 are held jointly by Dr. Weinstein and his spouse.
(8) Of these shares 2,993 are held by Mr. Wihebrink as custodian for his minor
children.
(9) Of these shares, 2,500 are held jointly by Mr. Schieber and his spouse and
500 shares are subject to a stock option granted under the Option Plans.
(10) Of these shares, 2,000 are held jointly by Ms. Robeson and her spouse and
595 shares are subject to a stock option granted under the Option Plans.
(11) The total of such shares includes 31,305 shares subject to stock options
granted under the Option Plans.
(12) The information in this chart is based on Schedule 13D and 13G Reports
filed by the above-listed persons with the Securities and Exchange
Commission (the "SEC") containing information concerning shares held by
them, and information provided to the Company after such filing was made.
It does not reflect any changes in those shareholdings which may have
occurred since the date of such information provided to the Company.
(13) In Schedules 13G and 13D filed with the SEC, the entities listed above
indicate they may be the beneficial owners of the foregoing shares and that
70,300 shares (over 8% of the Company's outstanding shares) may be deemed
to be beneficially owned by the Bay Pond Partners, L.P. ("Bay Pond"), a
Delaware limited partnership. Any shares not beneficially owned by Bay Pond
may be held by other clients of Wellington Management Company, LLP ("WMC"),
a Massachusetts limited partnership and a registered investment adviser.
WMC's clients share with WMC investment and voting power with respect to
the shares held by those clients. Bay Pond also shares dispositive power
with respect to certain shares with Wellington Hedge Management LLC
("WHM"), a Massachusetts limited liability company, which is the sole
general partner of Bay Pond, and with Wellington Hedge Management, Inc., a
Massachusetts corporation, which is the managing member of WHM.
(14) Includes 19,345 shares subject to a stock option granted under the Option
Plans.

Certain Indebtedness and Transactions of Management

The Bank has followed a policy of offering to its directors, officers and
employees real estate mortgage loans secured by their principal residence and
other loans. As permitted by law, these loans are made at an interest rate that
is 25 basis points below the rate generally available to the public or at the
rate published by the FHLB for sale to the secondary market plus 25 basis
points, whichever is lower. These loans are offered with substantially the same
collateral and underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal risk of
collectibility or present other unfavorable features. Loans to directors and
executive officers and their related interests totaled approximately $1,500,000
or 9.17% of shareholders' equity on a consolidated basis at December 31, 2003.

Prior to commencement of the Offer, neither the Company nor any executive
officer, director, affiliate or subsidiary of the Company or any subsidiary, or
any of the Company's pension, profit sharing or similar plan, has engaged in any
transaction in the Company's common stock during the past sixty days.

Summary Consolidated Financial Information

The following tables set forth certain summary historical consolidated
financial information for the Company and its subsidiaries for the 12 months
ended December 31, 2002 and 2003 and the three months ended March 31, 2003 and
2004. This summary financial information has been derived from, and should be
read in conjunction with, our audited consolidated financial statements as of,
and for, the 12 months ended December 31, 2001, 2002 and 2003, which are
incorporated herein by reference to our annual report on Form 10-K for the year
ended December 31, 2003 and our unaudited consolidated financial information as
of, and for the three months ended March 31, 2003 and 2004, which is
incorporated herein by reference to our quarterly report on Form 10-Q for the
three months ended March 31, 2004. We do not anticipate that the cost of this
Offer will have a material effect on the summary financial information presented
below.

Summary of Financial Information

March 31, December 31, December 31,
2004 2003 2002
------------------------------------
(Dollars in thousands)

Assets
Total cash and cash equivalents ................................ $ 13,581 $ 14,403 $ 13,517
Total investment securities & mortgaged backed
securities designated as available for sale - at market 29,739 32,549 19,069
Loans receivable - net ......................................... 103,079 102,353 110,386
Office premises and equipment - at depreciated cost ............ 1,677 1,694 1,767
Other assets ................................................... 5,792 5,825 5,360
------------------------------------
Total assets .......................................... $153,868 $156,824 $150,099
====================================

Liabilities and Shareholder's Equity
Total deposits ................................................. $ 98,440 $103,757 $ 98,325
Advances from the Federal Home Loan Bank ....................... 36,027 34,027 33,836
Accrued interest and other liabilities ......................... 839 765 772
Notes payable .................................................. 1,928 1,919 1,793
Total liabilities ..................................... 137,234 140,468 134,726
Total shareholders' equity ............................ 16,634 16,356 15,373
------------------------------------
Total liabilities and shareholder's equity ............ $153,868 $156,824 $150,099
====================================

Summary Statements of Operations

Three Months Ended Year Ended
March 31 December 31,
------------------------------------------
2004 2003 2003 2002
------------------------------------------
(In Thousands, except share data)

Total interest income ......................... $2,002 $2,195 $8,602 $9,326
Total interest expense ........................ 1,085 1,117 4,492 4,877
Net interest income ........................... 937 1,078 4,110 4,449
Provision for losses on loans ................. 60 90 360 360
Total other income ............................ 123 141 661 352
Total general, administrative and other expense 656 620 2,373 2,318
Total income taxes ............................ 81 145 552 609
Net Earnings .................................. $ 263 $ 364 $1,486 $1,514
Earnings Per Share (Basic) .................... $ 0.30 $ 0.43 $ 1.72 $ 1.63
Earnings Per Share (Diluted) .................. $ 0.29 $ 0.41 $ 1.68 $ 1.58
Book value per share .......................... $18.98 $18.33 $18.64 $18.11
Earnings to fixed charges ..................... $ 0.24 $ 0.33 $ 0.33 $ 0.31

Key Operating Ratios

At or for the year ended
December 31,
----------------------
2003 2002
----------------------

Return on average assets (1) .......................................... .96% 1.03%
Return on average equity (2) .......................................... 9.24 9.30
Interest rate spread (3) .............................................. 2.43 2.76
Net yield on interest-earning assets (4) .............................. 2.81 3.21
General, administrative and other expense to average assets ........... 1.53 1.58
Net interest income to general, administrative and other expense ...... 173.20 191.93
Equity-to-assets (5) .................................................. 10.43 10.24
Average interest-earning assets to average interest-bearing liabilities 112.53 113.04
Non-performing assets to total assets ................................. .97 .99
Non-performing loans to total loans ................................... 1.45 1.34
Loan loss allowance to total loans ................................... 1.68 1.30
Loan loss allowance to non-performing loans ........................... 115.58 98.25
Dividend payout ratio ................................................. 32.56 31.90
Net charge-offs to average loans ...................................... .06 .03
- ----------------
(1) Net earnings divided by average total assets.
(2) Net earnings divided by average total equity.
(3) Interest rate spread is calculated by subtracting combined weighted-average
interest rate cost from combined weighted-average interest rate earned.
(4) Net interest income divided by average interest-earning assets.
(5) Total equity divided by total assets.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information to this Offer
to Purchase, which means that we can disclose important information to you by
referring you to another document filed by the Company with the SEC under the
Exchange Act. The information incorporated by reference is deemed to be a part
of this Offer to Purchase, except for any information specifically superseded by
information in this Offer to Purchase. We have filed our Annual Report on Form
10-K for the fiscal year ended December 31, 2003 and Quarterly Report on Form
10-Q for the quarter ended March 31, 2004 and applicable portions of these
reports are incorporated by reference in this Offer to Purchase.

Any documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Offer to Purchase and prior to
the expiration of the Offer, as it may be extended, will automatically be deemed
to be incorporated by reference in this Offer to Purchase and to be a part
hereof from the date of filing these documents.

No person is authorized to give any information or represent anything not
contained in this Offer to Purchase. The information contained in this Offer to
Purchase, as well as any reported information we file with the SEC, is only
current as of the date of that information. Our business, financial condition,
results of operation and prospects may have changed since that date.

SPECIAL CAUTIONARY NOTICE REGARDING
FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents that have been incorporated herein
by reference contain certain forward-looking statements and information with
respect to the financial condition, results of operations, and business of the
Company. These forward looking statements involve risks and uncertainties and
are based on the beliefs and assumptions of management of the Company and on
information available to management at the time that these disclosures were
prepared. These statements might be identified by the use of words like
"expect," "anticipate," "estimate," and "believe," variances of these words and
other similar expressions. Readers should not place undue reliance on
forward-looking statements that reflect management's view only on the date of
this Offer. A number of important factors could cause actual results to differ
materially from those in the forward-looking statements. The Company undertakes
no responsibility or obligation to update any such forward-looking statements.

ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed a transaction statement on Schedule
13e-3 with the SEC relating to this Offer. You may read and copy of this or any
other report or information that we file with the SEC at the SEC's public
reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
also receive copies of these documents upon payment of the SEC's customary fees
by writing to the SEC's public reference section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to
the public from the commercial document retrieval services at the SEC's website:
www.sec.gov.

Questions concerning this Offer or the tender procedures and requests for
assistance may be directed to (i) David G. Wihebrink, our President, or Dottye
Robeson, our Chief Financial Officer or (ii) the Information Agent in each case
at the telephone numbers listed below. Additional copies of this Offer to
Purchase, Letter of Transmittal or other tender offer materials may be obtained
from the Information Agent. You may also contact your broker, dealer, bank,
trust company or other nominee for assistance concerning this Offer. The Letter
of Transmittal, certificates for shares and any other required documents should
be sent

or delivered by the shareholder or the shareholder's broker, dealer,
bank, trust company or other nominee to the Depositary at the address listed
below.

The Depositary and Information Agent for this Offer is:

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
Phone (Toll Free) (800) 368-5948
Phone: (908) 497-2300
Fax: (908) 497-2310
Email: info@rtco.com

Logansport Financial Corp.
723 East Broadway
Logansport, Indiana 46947
(574) 722-3855

May 28, 2004

Exhibit 16(a)(1)(ii)

LOGANSPORT FINANCIAL CORP.
LETTER OF TRANSMITTAL

To Tender 99 or Fewer Shares of Common Stock of Logansport Financial Corp. Pursuant to the Offer to Purchase for
Cash dated May 28, 2004.

By Mail, Overnight Courier or The Depositary for the Offer is: By Hand:
In Person By Hand Only: REGISTRAR AND TRANSFER COMPANY c/o The Depository Trust Co.
Registrar and Transfer Company This Offer Will Expire at 5:00 p.m., Transfer Agent Drop
ATTN: Corporate Actions Eastern Daylight Saving Time 55 Water Street, 1st Floor
10 Commerce Drive on June 29, 2004, unless extended New York, NY 10041-0099
Cranford, New Jersey 07016-0645

- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATES SURRENDERED
- --------------------------------------------------------------------------------------------------------------------
Certificate(s) Enclosed (Attach List if necessary)
- --------------------------------------------------------------------------------------------------------------------
Name* and Address** of Registered Holder(s) Certificate Number(s) Number of Shares***
- --------------------------------------------------------------------------------------------------------------------

------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
I have lost my certificate for _____ shares of Logansport Financial Corp. Common Stock and have completed the
Affidavit for Lost Stock Certificate and submitted the required check (See Instruction 7)
- --------------------------------------------------------------------------------------------------------------------

* Name(s) should be exactly as name(s) appears on the stock certificate. Check will be payable to this name
unless Special Payment Instructions are completed.
** Address should be current address to which check is to be sent, unless Special Mailing Instructions are
completed.
*** Because this Offer is open only to odd-lot shareholders tendering all shares beneficially owned by them, it
will be assumed that all Shares evidenced by each certificate accompanied by this Letter of Transmittal are
being tendered.

- -------------------------------------------------------------------------------------------------------------------

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

To Logansport Financial Corp.:

The undersigned hereby tenders to Logansport Financial Corp., an Indiana corporation ("Logansport"), the
enclosed and/or above-described shares of Common Stock, without par value, of Logansport (the "Shares") at $22.50
per Share upon the terms and subject to the conditions of the Offer to Purchase for Cash dated May 28, 2004 (the
"Offer to Purchase"), of which the undersigned acknowledges receipt, and this Letter of Transmittal (which together
with the Offer to Purchase constitute the "Offer").

Subject to, and effective upon, acceptance for payment of any or all of the Shares tendered with this Letter,
in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, Logansport all right, title and interest in and to all Shares tendered that are accepted for payment and all
distributions and rights in respect to such shares after the date thereof. Logansport's acceptance of any Shares
from the undersigned will constitute a binding agreement between the undersigned and Logansport upon the terms and
subject to the conditions of the Offer. All obligations of the undersigned hereunder shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.

The undersigned hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to the Shares, with full power of substitution, such power of
attorney being deemed to be an irrevocable power coupled with an interest, to

(a) deliver certificates for the Shares, together, in any case, with all accompanying evidences of transfer
and authenticity, to or upon the order of Logansport upon receipt by the Depositary, as the undersigned's
agent of the purchase price with respect to the Shares,

(b) present certificates for the Shares for cancellation and transfer on the books of Logansport, and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, all in
accordance with the terms of the Offer.

The undersigned hereby represents and warrants that: (i) the undersigned was the beneficial owner as of the
close of business on May 18, 2004, and will continue to be the beneficial owner as of the expiration date of the
Offer, of an aggregate of 99 or fewer Shares, all of which are being tendered; (ii) the undersigned has full power
and authority to tender, sell, assign and transfer the Shares tendered hereby, that when any of such Shares are
accepted for payment by Logansport, Logansport will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances, and that none of the Shares will be subject to any
adverse claim; and (iii) the undersigned will, upon request, execute and deliver any additional documents deemed by
the Depositary or Logansport to be necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.

The undersigned hereby represents that the undersigned holds a net-long position in Logansport's common stock
equal to the number of tendered Shares and that the undersigned owns the tendered Shares free and clear of any liens
or other encumbrances. The undersigned recognizes that it is a violation of federal securities laws for anyone to
tender Shares unless, at the time of tender and at the expiration date (including any extensions), the tendering
person (1) has a net-long position equal to or greater than the number of Shares tendered and (2) will deliver, or
cause to be delivered, the Shares in accordance with the terms of the Offer.

The undersigned recognizes that Logansport may terminate or amend the Offer or may postpone the acceptance for
payment of, or the payment for, Shares tendered or may not be required to purchase any of the Shares tendered
hereby. The undersigned also recognizes that Logansport reserves the right to reject any and all tenders of any
Shares that Logansport determines are not in proper form or are made by persons not eligible to participate in the
Offer.

This Letter of Transmittal is to be used only if certificates are to be forwarded herewith. If you have
questions regarding your eligibility to participate in the Offer, please contact either (i) Registrar and Transfer
Company, our Depositary and Information Agent (the "Depositary"), at (800) 368-5948 (toll free) or (ii) David G.
Wihebrink, President of Logansport Financial Corp. or Dottye Robeson, Chief Financial Officer of Logansport
Financial Corp. at (574) 722-3855.

- -------------------------------------------------------- --------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL MAILING INSTRUCTIONS
(See Instruction 5)

Fill in ONLY if check(s) are payable to and mailed to a Fill in ONLY if check(s) are to be mailed to someone
person other than the Registered Holder(s) of the other than the Registered Holder of the enclosed
enclosed Certificate(s). Certificate(s) or to the Registered Holder at an address
other than that shown above.

Issue check(s) in the name of: Mail check(s) to:
Name: __________________________________________________ Name: __________________________________________________
(Please Print First, Middle & Last Name) (Please Print First, Middle & Last Name)

Address: _______________________________________________ Address: _______________________________________________

________________________________________________________ ________________________________________________________
(including Zip Code) (including Zip Code)

________________________________________________________
(Taxpayer Identification or Social Security Number)

If this section applies, you must have your signature
guaranteed. See "Guarantee of Signature(s)" below.
- -------------------------------------------------------- --------------------------------------------------------

IMPORTANT: PLEASE SIGN AND DATE BELOW AND
COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE.

This Letter of Transmittal must be signed by the registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 4.

IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S), THEN THE REGISTERED HOLDER(S) MUST SIGN A STOCK
POWER, WHICH SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. THE STOCK POWER SHOULD ACCOMPANY THIS LETTER
OF TRANSMITTAL.

X ________________________________________________________________________ Dated: _______________________, 2004

X ________________________________________________________________________ Dated: _______________________, 2004
Signature(s) of Shareholder (or Agent or Representative if proper documentation provided)

Name(s): ___________________________________________________________________________________________________________
(Please Print)
Capacity: __________________________________________________________________________________________________________

Address: ___________________________________________________________________________________________________________
(Including Zip Code)

Area Code and Telephone No.: _________________ Tax Identification or Social Security No.: _________________________

- --------------------------------------------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)

(Required only if Special Payment Instructions are provided above (SEE INSTRUCTIONS 1 AND 4)

____________________________________________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)

____________________________________________________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code) of Firm)

____________________________________________________________________________________________________________________
(Authorized Signature, title) (Date)

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: LOGANSPORT FINANCIAL CORP.
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE | Part 1-- TAXPAYER IDENTIFICATION NO.-- FOR ALL |
Form W-9 | ACCOUNTS ENTER YOUR TAXPAYER IDENTIFICATION | -------------------------
Department of the Treasury | NUMBER IN THE APPROPRIATE BOX. FOR MOST | Social Security Number(s)
Internal Revenue Service | INDIVIDUALS AND SOLE PROPRIETORS, THIS IS YOUR | OR
Payer's Request for Taxpayer | SOCIAL SECURITY NUMBER. FOR OTHER ENTITIES, IT |
Identification Number | IS YOUR EMPLOYER IDENTIFICATION NUMBER. | -------------------------
(See Instruction 8 and |------------------------------------------------ | Employer Identification
Guidelines) | Part 2 - Certification - For Payees Exempt from | Number(s)
Please fill in your name and | Backup Withholding (see enclosed Guidelines) -- |-------------------------------
address below. | Under penalties of perjury, I certify that: | Part 3 --
| |
| (1) The number shown on the form is my correct | Awaiting TIN [ ]
| Taxpayer Identification Number (or I am |
- -------------------------------- | waiting for a number to be issued to me); |
Name | and |-------------------------------
| | Part 4 -- For Payee Exempt
- -------------------------------- | (2) I am not subject to backup withholding | from Backup Withholding
Business name, if different | either because (a) I am exempt from backup | Exempt [ ]
from above | withholding, or (b) I have not been notified |
| by the Internal Revenue Service ("IRS") that |
Check appropriate box: | I am subject to backup withholding as a |
[ ] Individual/Sole proprietor | result of a failure to report all interest |
[ ] Corporation | or dividends, or (c) the IRS has notified |
[ ] Partnership | me that I am no longer subject to backup |
[ ] Other | withholding; and |
| |
- -------------------------------- | (3) I am a U.S. person (including a U.S. |
Address (number and street) | resident alien). |
|----------------------------------------------------------------------------------
- -------------------------------- | Certification Instructions -- You must cross out Item (2) in Part 2 if you have
City, State and Zip Code | have been notified by the IRS that you are currently subject to backup
| withholding because you have failed to report all interest and dividends on your
| tax return. However, if after being notified by the IRS that you were subject to
| backup withholding you received another notification from the IRS stating that
| you are no longer subject to backup withholding, do not cross out Item (2). If
| you are exempt from backup withholding, check the box in Part 4 above.
|
| SIGNATURE ______________________________________ DATE _________________, 2004
- --------------------------------------------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE
WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

- -------------------------------------------------------------------------------------------------------------------

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer identification number to you within 60 days, you
are required to withhold the applicable withholding rate of all reportable payments thereafter made to me until I
provide a number.

________________________________________________________ __________________________________________________, 2004
Signature Date

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INSTRUCTIONS FOR LETTER OF TRANSMITTAL

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on this Letter of Transmittal
must be guaranteed by a firm that is an "Eligible Institution" because it is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank, a trust
company, a savings bank, a savings and loan association or a credit union which has membership in an approved
signature guarantee medallion program. Signatures on this Letter of Transmittal need not be guaranteed if this
Letter of Transmittal is signed by the registered holder(s) of the Shares tendered with this Letter and such
holder(s) have not completed the box entitled "Special Payment Instructions" or the box entitled "Special Mailing
Instructions" on this Letter of Transmittal.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of Transmittal is to be used if certificates are
to be forwarded with it. Certificates evidencing all physically tendered Shares, as well as a properly completed and
duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received
by the Depositary prior to the expiration date (as defined in the Offer to Purchase). If certificates are forwarded
to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each delivery. No alternative, conditional or contingent tenders will be accepted. By execution of this
Letter of Transmittal, all tendering shareholders waive any right to receive any notice of the acceptance of their
Shares for payment.

The method of delivery of this Letter of Transmittal, certificate(s) and all other required documents is at the
option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by
the Depositary. If delivery is by mail, it is suggested that insured or registered mail be used for the
shareholder's protection, and you should insure your certificate(s) for 1.5% of their vale at $22.50 per share. In
all cases, sufficient time should be allowed to ensure timely delivery.

3. INADEQUATE SPACE. If the space provided in any part of this Letter of Transmittal is inadequate, any further
information may be listed on a separate schedule and attached hereto.

4. AUTHORITY OF SIGNATORY. If this Letter of Transmittal is signed by the registered holder(s) of the tendered
Shares, the signature(s) must correspond with the name(s) as written on the face of the certificates evidencing such
Shares without alteration, enlargement or any other change whatsoever. If any Shares tendered with this Letter of
Transmittal are owned of record by two or more persons, all such persons must sign this Letter of Transmittal. If
any of the Shares tendered are registered in the names of different holders, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this
Letter of Transmittal is signed by the registered holder(s) of the tendered Shares, no endorsements of certificates
or separate stock powers are required. If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the tendered Shares, the certificate(s) evidencing the Shares tendered must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on
such certificate(s). Signatures on such certificate(s) and stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Logansport
of such persons authority so to act must be submitted.

5. SPECIAL PAYMENT AND MAILING INSTRUCTIONS. If a check for the purchase price of any tendered Shares is to be
issued in the name of a person other than the person(s) signing this Letter of Transmittal or if such check is to be
sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter
of Transmittal but at an address other than the address of the registered holder, the appropriate sections of this
Letter of Transmittal entitled "Special Payment Instructions" and/or "Special Mailing Instructions" must be
completed.

6. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for assistance may be
directed to Registrar and Transfer Company, the Information Agent, at (800) 368-5948 (toll free) or via email to
info@rtco.com. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal or other tender
offer materials should be directed to the Depositary, and copies will be furnished promptly at Logansport's expense.
Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning
this Offer. Questions may also be directed to David G. Wihebrink, President of Logansport Financial Corp., and
Dottye Robeson, Chief Financial Officer of Logansport Financial Corp. at (574) 722-3855.

7. LOST CERTIFICATE(S). If you cannot locate your certificate(s), please complete the Affidavit for Lost
Certificates below along with the rest of this Letter of Transmittal and return it to the Information Agent at the
address listed on the front. If the Bond premium exceeds $1,500.00 please contact Registrar and Transfer Company at
(800) 368-5948 immediately, (bond premium calculation: $22.50 x number of shares of Logansport Financial Corp.
common stock you have lost x 1.5% = bond premium -- example 99 shares of Logansport Financial Corp. common stock x
$22.50 = $2,227.50 x 1.5% = $33.42 bond premium). (Minimum $20.00)

- --------------------------------------------------------------------------------------------------------------------

AFFIDAVIT FOR LOST STOCK CERTIFICATE(S)

The undersigned hereby attests and certifies the following: That I am the lawful owner of the certificate(s)
listed on this letter of transmittal as lost. That a search for the certificate(s) has been conducted and that these
certificate(s) cannot be located. That these certificate(s) have not been endorsed, hypothecated, sold or had their
ownership pledged or encumbered in any form, whatsoever.

In requesting the replacement of this certificate(s), I hereby agree that: If these certificate(s) are
subsequently located, they will be tendered for cancellation. That I indemnify, protect and hold harmless Logansport
Financial Corp., Seaboard Surety Company, and Registrar and Transfer Company, and any other party from and against
all losses, expenses, costs and damages including legal fees that may be subjected to these parties at any time in
the future as a result of the cancellation and replacement of the certificate(s). All rights accruing to these
parties will not be limited by their negligence, breach of duty, accident, or other obligation on the part of or by
any officer or employee of the parties.

I acknowledge that the certificate(s) will be replaced under an insurance bond underwritten by Seaboard Surety
Company. My check, payable to the Seaboard Surety Company, to cover the lost stock certificate bond premium of 1.5%
of the value of the stock at $22.50 per share (Minimum $20.00) is enclosed. I further acknowledge that any filing of
an insurance application with materially false or misleading information is a fraudulent insurance act and may be
considered a crime.

Sign Here: ___________________________________________________

Co-Owner, if any: ___________________________________________ Date: ___________________________________ , 2004

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8. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Each tendering shareholder is required to provide the
Depositary with the shareholder's correct taxpayer identification number ("TIN") on the Substitute Form W-9 and to
certify whether the shareholder is subject to backup withholding. Failure to provide such information on the form
may subject the tendering shareholder to 28% federal income tax back-up withholding on payments made to such
tendering shareholder or other payee with respect to Shares purchased pursuant to the Offer. If such shareholder is
an individual, the TIN is his or her social security number. A holder must cross out item (2) in part 2 of
Substitute Form W-9 if such shareholder is subject to backup withholding. The box in part 3 of the form should be
checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in part 3 is checked, the tendering shareholder must also complete the
Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding . If you checked the box
in part 3 and do not provide the Depositary with a properly certified TIN within 60 days, the Depositary will
withhold taxes at the applicable withholding rate on reportable payments made thereafter until a properly certified
TIN is received by the Depositary. During the 60-day period, the Depositary will withhold 28% of any reportable
dividend payments made prior to the time a properly certified TIN is provided to the Depositary. However, such
amounts will be refunded to such tendering shareholder if a TIN is provided to the Depositary within 60 days.
Certain shareholders (including, among others, all corporations and certain foreign individuals), are exempt from
these backup withholding and reporting requirements. Exempt shareholder should indicate their exempt status by
checking the box in part 4 of Substitute Form W-9. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such
individual's exempt status. Forms of such statements may be obtained from the Depositary. If backup withholding
applies, the Depositary is required to withhold tax at the applicable rate of any payments made to the holder or
other payee. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.

9. VALIDITY OF SURRENDER; IRREGULARITIES. All questions as to the purchase price, the form of the documents,
and the validity, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined
by Logansport Financial Corp., in its sole discretion, and its determination shall be final and binding. Logansport
Financial Corp. reserves the absolute right to reject (i) any or all tenders of Shares that it determines are not in
proper form or (ii) the acceptance for payment of or payment for Shares that may, in the opinion of Logansport's
counsel, be unlawful. Except as otherwise provided in the Offer to Purchase, Logansport also reserves the absolute
right to waive any of the conditions to the Offer or any defect or irregularity in any tender of Shares, and
Logansport's interpretation of the terms and conditions of the Offer, including these instructions, shall be final
and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time
as Logansport shall determine. None of Logansport, the Depositary or any other person shall be under any duty to
give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give
any such notice. Tenders will not be deemed to have been made until all defects and irregularities have been cured
or waived.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS, MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE AS DEFINED IN THE OFFER.

Exhibit 16(a)(1)(iii)

LOGANSPORT FINANCIAL CORP.

Offer to Purchase for Cash
Shares of its Common Stock, Without Par Value,
Held by Holders of 99 or Fewer Shares

THIS OFFER WILL EXPIRE AT 5:00 P.M. EASTERN DAYLIGHT SAVING TIME
ON TUESDAY, JUNE 29, 2004, UNLESS EXTENDED OR EARLIER TERMINATED.

May 28, 2004

To Brokers, Dealers, and Commercial Banks, Trust Companies and Other Nominees:

Logansport Financial Corp., an Indiana corporation ("Logansport") is
offering to purchase for cash shares of its common stock (the "Shares") held by
holders of 99 or fewer Shares as of May 18, 2004, at a purchase price of $22.50
per Share upon the terms and subject to the conditions set forth in Logansport's
Offer to Purchase for Cash, dated May 28, 2004 and in the related Letter of
Transmittal, which together constitute the "Offer."

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER
OF SHARES BEING TENDERED PURSUANT TO THE OFFER.

No fees or commissions will be payable by Logansport to brokers, dealers or
any person for soliciting tenders of Shares pursuant to the Offer as described
in the Offer to Purchase for Cash. Logansport will, upon request, reimburse
brokers and banks for reasonable and customary handling and mailing expenses
incurred by them in forwarding materials relating to the Offer to their
customers.

For your information and for forwarding to your clients who hold less than
100 Shares and for whom you hold less than 100 Shares registered in your name or
in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase for Cash, dated May 28, 2004;

2. Letter to Shareholders from the President of Logansport Financial
Corp. dated May 28, 2004;

3. Questions and Answers to accompany the Letter to Shareholders from the
President;

4. Form of Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominee;

5. Form of Client Instruction Form (printed on green paper) on which
clients may provide you instructions concerning their decision
regarding a tender of their shares;

6. The Notice of Guaranteed Delivery (printed on yellow paper) to be used
to accept the Offer of Shares and all other required documents that
cannot be delivered to the Depositary by the Expiration Date;

7. Letter of Transmittal for your use and for the information of your
clients, which includes a Form W-9 (printed on blue paper);

8. Guidelines for Certification of Taxpayer Identification Number on
Substitute From W-9; and

9. A return envelope addressed to Registrar and Transfer Company, as
Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER TO
PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT SAVING TIME, ON TUESDAY,
JUNE 29, 2004.

In order to take advantage of the Offer, a shareholder must do either (A)
or (B) below before the Offer expires:

A. Deliver a duly executed and properly completed Letter of Transmittal
(or agents message) and any other required documents to the Depositary
with certificate(s) representing the tendered Shares, all in
accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase; or

B. Comply with the guaranteed delivery procedure set forth in the Offer.

Any inquiries you may have with respect to the Offer, and any requests for
additional copies of the enclosed materials, should be addressed to Registrar
and Transfer Company, the Information Agent for the Offer, at (800) 368-5948
(toll free).

Very truly yours,

/s/ David G. Wihebrink

Logansport Financial Corp.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF LOGANSPORT FINANCIAL CORP. OR ANY OF ITS
AFFILIATES OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.

The Offer is not being made to (nor will tenders of Shares be accepted from or
on behalf of) shareholders in any jurisdiction in which the making or acceptance
of the Offer would not be in compliance with the laws of such jurisdiction.

Exhibit 16(a)(1)(iv)

LOGANSPORT FINANCIAL CORP.

Offer to Purchase for Cash
All Shares of its Common Stock, Without Par Value,
Held by Holders of 99 or Fewer Shares

THIS OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT SAVING TIME,
ON TUESDAY, JUNE 29, 2004, UNLESS EXTENDED OR EARLIER TERMINATED.

May 28, 2004

To Our Clients:

Enclosed for your consideration is an Offer to Purchase for Cash, dated May
28, 2004 (the white document in your package), and the related Letter of
Transmittal (the blue document in your package), which together constitute the
"Offer," in connection with the offer by Logansport Financial Corp., an Indiana
corporation ("Logansport"), to purchase shares of its common stock (the
"Shares") held by holders of 99 or fewer Shares as of May 18, 2004, at a
purchase price of $22.50 per Share, upon the terms and conditions set forth in
the Offer.

We are the owner of record of Shares held for your account. Therefore, we
are the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your information
only; you cannot use it to tender Shares we hold for your account.

Please instruct us as to whether you wish us to tender the Shares we hold
for your account on the terms and subject to the conditions of the Offer.

We call your attention to the following:

1. Only those shareholders owning 99 or fewer Shares as of May 18, 2004,
the record date, are eligible to participate in this Offer.

2. If you decide to accept the Offer, you must tender all of the Shares
that you own, either in your name or beneficially. Partial tenders
will not be accepted.

3. Logansport intends to deregister its common stock with the Securities
and Exchange Commission and become a private company if, after the
completion of the Offer, it has fewer than 300 shareholders of record.

4. The Offer will expire at 5:00 p.m., Eastern Daylight Saving Time, on
Friday, June 29, 2004, unless extended or earlier terminated.

5. You may withdraw shares you have tendered at any time before the
expiration date or any extension thereof in accordance with the
procedure set forth in the Offer. Shares may also be withdrawn if
Logansport has not accepted the shares for payment within nineteen
(19) business days following the expiration of the Offer or any
extension thereof.

If you wish to have us tender your Shares, please so instruct us by
completing, executing and returning to us the accompanying Client Instruction
Form (the green document in your package). An envelope to return your Client
Instruction Form to us is enclosed.

YOUR CLIENT INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF
THE OFFER. THE OFFER EXPIRES AT 5:00 P.M., EASTERN DAYLIGHT SAVING TIME, ON
TUESDAY, JUNE 29, 2004.

Logansport is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If Logansport becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, Logansport will make a good faith effort to comply with the law.
If, after a good faith effort, Logansport cannot comply with the law, the Offer
will not be made to, nor will tenders be accepted from or on behalf of, holders
of Shares residing in that jurisdiction.

IF YOU HOLD MORE THAN 99 SHARES OF LOGANSPORT COMMON STOCK
YOU MAY NOT PARTICIPATE IN THE OFFER.

Exhibit 16(a)(1)(v)

CLIENT INSTRUCTION FORM
FOR SHARES HELD BY BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES.

CLIENT INSTRUCTIONS FOR TENDER OF ODD-LOT SHARES
OF COMMON STOCK
OF LOGANSPORT FINANCIAL CORP.

Please tender to Logansport Financial Corp., an Indiana corporation
("Logansport") on (our) (my) behalf, the number of Shares indicated below, which
are all of the Shares beneficially owned by (us) (me) and registered in your
name, upon and subject to the terms and conditions contained in Logansport's
Offer to Purchase for Cash dated May 28, 2004 (the "Offer to Purchase"), and the
related Letter of Transmittal, the receipt of both of which is acknowledged.

The undersigned hereby instruct(s) you to tender to Logansport the number
of Shares indicated below, at the price of $22.50 net per Share, pursuant to the
terms of and conditions set forth in the Offer to Purchase and the Letter of
Transmittal.

The aggregate number of Shares to be tendered by you for (us) (me):
______________ Shares.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED BE USED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

THE BOARD OF DIRECTORS OF LOGANSPORT HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER LOGANSPORT NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER SHARES. DIRECTORS, OFFICERS AND
EMPLOYEES OF LOGANSPORT WHO OWN 99 OR FEWER SHARES MAY PARTICIPATE IN THIS OFFER
ON THE SAME BASIS AS OUR OTHER SHAREHOLDERS. EACH SHAREHOLDER MUST MAKE HIS OR
HER OWN DECISION AS TO WHETHER TO TENDER SHARES.

PLEASE SIGN HERE

Signatures(s) __________________________________________________________________

Name(s) (Please Print) _________________________________________________________

Address ________________________________________________________________________

Zip Code _______________________________________________________________________

Area Code and Telephone No. ____________________________________________________

Tax Identification or Social Security No. ______________________________________

My Account Number With You _____________________________________________________

Date ___________________________________________________________________________

IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO COMPLETE AND RETURN
THE ATTACHED SUBSTITUTE FORM W-9 WITH THEIR INSTRUCTION FORM.

IMPORTANT TAX INFORMATION

Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as identified in the
Offer to Purchase) with the shareholder's correct TIN on Substitute Form W-9. If
the shareholder is an individual, the TIN is his or her social security number.
For businesses and other entities, the number is the employer identification
number. If the Depositary is not provided with the correct taxpayer
identification number, the shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments that are made to such
shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.

Certain shareholders, including, among others, all corporations and certain
foreign individuals and entities, are not subject to these backup withholding
and reporting requirements. Exempt shareholders should furnish their TIN,
indicate their exempt status by checking the box in part 4 of the Substitute
Form W-9 and sign, date and return the Substitute Form W-9 to us.

If federal income tax backup withholding applies, the Depositary is
required to withhold 28% of any payments made to the shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.

PURPOSE OF SUBSTITUTE FORM W-9

To avoid backup withholding on payments that are made to a shareholder with
respect to Shares purchased pursuant to the Offer the shareholder is required to
notify us of his or her correct TIN by completing the Substitute Form W-9
included in this Client Instruction Form certifying that the TIN provided on
Substitute Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the shareholder that
he or she is no longer subject to federal income tax backup withholding.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE
TO YOU PURSUANT TO THE TENDER OFFER.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9

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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to you within 60 days, you
are required to withhold the applicable withholding rate of all reportable
payments thereafter made to me until I provide a number.

________________________________________ ______________________________, 2004
Signature Date

- --------------------------------------------------------------------------------

Exhibit 16(a)(1)(vi)

NOT VALID UNLESS SIGNED BY AN ELIGIBLE INSTITUTION.

NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK OF
LOGANSPORT FINANCIAL CORP.

Pursuant to the Offer to Purchase for Cash Dated May 28, 2004

This Notice of Guaranteed Delivery, or one substantially in the same form or a
facsimile copy of it, must be used to accept the Offer (as defined below) if:

(a) certificates for shares of common stock of Logansport Financial Corp.
(the "Shares") are not immediately available; or

(b) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary before the Expiration Date (as
defined in "Terms of the Offer-Expiration and Extension of the Offer;
Amendment" section of the Offer to Purchase, as defined below).

This Notice of Guaranteed Delivery, signed and properly completed, may be
delivered by hand, mail, overnight courier, telegram or facsimile transmission
to the Depositary by the Expiration Date. See "Terms of the Offer-Procedure for
Tendering Shares" in the Offer to Purchase.

REGISTRAR AND TRANSFER COMPANY

By Mail, Overnight Courier or By Facsimile Transmission: Confirm Facsimile Transmission
In Person By Hand Only: (for Eligible Institutions only) by Telephone:
Registrar and Transfer Company (908) 497-2311 (908) 497-2300
10 Commerce Drive or (908) 497-2310 or (800) 368-5948 (toll free)
Cranford, NJ 07016-3572

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THAT LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.

The undersigned hereby tenders to Logansport Financial Corp. at the price of
$22.50 per Share upon the terms and subject to the conditions set forth in the
Offer to Purchase for Cash, dated May 28, 2004 (the "Offer to Purchase"), and
the related Letter of Transmittal (together with the Offer to Purchase, the
"Offer"), receipt of which is hereby acknowledged, the Shares, pursuant to the
guaranteed delivery procedure set forth under "Terms of the Offer-Procedure for
Tendering Shares" in the Offer to Purchase.

PLEASE CALL REGISTRAR AND TRANSFER COMPANY, THE INFORMATION AGENT FOR THE OFFER,
FOR ASSISTANCE IN COMPLETING THIS FORM AT (800) 368-5948 (TOLL FREE) OR VIA
E-MAIL TO info@rtco.com.

Certificate Nos. (if available): _______________________________________________

Name(s): _______________________________________________________________________
(Please Print)

Address(es): ___________________________________________________________________

City State Zip Code: ___________________________________________________________

Area Code and Telephone Number: ________________________________________________

SIGN HERE

_______________________________________________
(Signature)

Dated: ____________________, 2004

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank, trust company, savings bank, savings and loan association or credit union
having an office or correspondent in the United States (each, an "Eligible
Institution"), hereby (i) represents that the undersigned has a net long
position in the Shares or in equivalent securities within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at
least equal to the Shares tendered, (ii) represents that such tender of the
Shares complies with Rule 14e-4 and (iii) guarantees that the certificates
representing the Shares tendered hereby in proper form for transfer, together
with a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantee and any other documents required
by the Letter of Transmittal, will be received by the Depositary at its address
set forth above within three business days after the date of receipt by the
Depositary of this Notice of Guaranteed Delivery.

Name of Firm: __________________________________________________________________

Authorized Signature: __________________________________________________________

Address: _______________________________________________________________________

Name: __________________________________________________________________________

Title: _________________________________________________________________________

Zip Code: ______________________________________________________________________

Area Code and Telephone Number: ________________________________________________

Dated: ___________________________, 2004

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit 16(a)(1)(vii)

[GRAPHIC OMITTED]

LOGANSPORT FINANCIAL CORP.
May 28, 2004

Dear Shareholder:

Logansport Financial Corp. (the "Company") has announced that it is
offering to purchase all of the common stock held by persons owning 99 or fewer
shares as of the close of business on May 18, 2004 for a purchase price of
$22.50 per share (the "Offer"). Shareholders who own more than 99 shares as of
May 18, 2004 are not eligible to participate in this Offer. The purchase price
represents a $2.61 or 13% premium over the last share sales price for our common
stock reported on May 18, 2004.

Eligible shareholders who possess their stock certificates will receive
$22.50 per share when tendered to Registrar and Transfer Company, the Depositary
for the Offer. No brokerage or other fees will be charged.

Shareholders holding their shares with their broker will need to contact
their broker for information concerning any transaction costs that may be
charged by the broker for tendering their shares in this Offer.

On May 18, 2004, the Board of Directors declared a $.14 per share dividend
to shareholders of record as of June 21, 2004. The expiration date for this
Offer is June 29, 2004. Because the scheduled expiration date of this Offer is
after the record date for determining shareholders entitled to receive the
dividend, tendering shares pursuant to this Offer will not affect a
shareholder's right to receive the declared dividend. Any shareholder tendering
shares in this Offer who is a shareholder of record on June 21, 2004 will still
receive on July 12, 2004 the $.14 per share dividend declared by the Board of
Directors on May 18, 2004.

Enclosed with this letter are various documents discussing this Offer. A
full description of the terms of the Offer and the reasons we are making the
Offer are included in the document entitled "Offer to Purchase for Cash" dated
May 28, 2004 (the "Offer to Purchase"). Although we encourage you to review the
entire Offer to Purchase, a summary of the terms of the Offer is set forth on
pages 2 through 3. For your convenience I have also enclosed with this letter a
list of commonly asked questions and their answers.

Our principal purpose in making the Offer is to reduce the number of our
shareholders. If we are able to reduce the number of record shareholders below
300, the Board of Directors intends to have the Company deregister its common
stock with the Securities and Exchange Commission. As a result, the Company will
no longer be obligated to file periodic reports and proxy statements with the
SEC. Our Board has determined that heightened federal regulations and
legislation such as the Sarbanes-Oxley Act, which is legislation largely enacted
as a result of the various corporate scandals such as Enron and WorldCom, is
just too much of a burden on our institution's financial and personnel
resources. Ultimately, we hope that by reducing the number of our shareholders
and, if eligible, deregistering with the SEC, the Company will substantially
reduce its accounting, legal and other costs associated with SEC reporting and
audit requirements. In addition, this will allow the Company's management to
focus on business opportunities for the Company, as well as the needs of its
shareholders and customers.

If not enough shareholders participate in this Offer to reduce the number
of record shareholders below 300, we will not be eligible to deregister with the
SEC. If that is the case, at the expiration of the Offer, the Board of Directors
will likely consider other options to reduce the number of shareholders.

If, after reading the Offer to Purchase, you still have questions about
this Offer, please feel free to contact myself or our Chief Financial Officer,
Dottye Robeson at (574) 722-3855 or the Information Agent, Registrar and
Transfer Company, at the address provided at the end of the Offer to Purchase.
We also urge you to read the documents you have received relating to this Offer
and give the matter your full consideration.

Very truly yours,

/s/ David G. Wihebrink

David G. Wihebrink,
President and Chief Executive Officer

Exhibit 16 (a)(1)(viii)

QUESTIONS AND ANSWERS

Q: WHO IS OFFERING TO PURCHASE MY SHARES?

A: Logansport Financial Corp. is offering to purchase shares of its common
stock held by shareholders who own 99 or fewer shares on the record date of
May 18, 2004.

Q: AM I ELIGIBLE TO PARTICIPATE IN THE OFFER?

Q: WHAT WILL THE COMPANY PAY ME FOR MY SHARES?

A: We are offering to pay $22.50 per share of Company common stock, in cash,
without interest.

Q: IF I TENDER MY SHARES, WILL I RECEIVE THE REGULAR $0.14 PER SHARE DIVIDEND
DECLARED MAY 18, 2004?

Q: WILL I HAVE TO PAY BROKERAGE COMMISSIONS?

Q: WHEN WILL I RECEIVE MY MONEY?

A: Your check will be mailed promptly after the expiration of the Offer.
Please allow sufficient time for the postal service to deliver your check.

Q: DO I HAVE TO TENDER MY SHARES?

Q: CAN I TENDER LESS THAN ALL OF MY SHARES?

A: No. You must tender all of your shares if you wish any of your shares to be
tendered. Partial tenders will not be accepted.

Q: HOW DO I TENDER MY SHARES?

A: If you hold your shares "of record" in your own name, you can tender your
shares by completing and sending the enclosed Letter of Transmittal
(printed on BLUE paper) along with any other documents required by the
Letter of Transmittal and your stock certificates to Registrar and Transfer
Company (the "Depositary") at the address listed on the enclosed Letter of
Transmittal.

If your shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee (i.e. in "street name"), you should
contact them if you desire to tender your shares. You will need to provide
them with the Client Instruction Form (printed on GREEN paper) as to how to
tender your shares included with this package.

If you cannot deliver your shares or other required documents prior to the
expiration date of this Offer, you may tender your shares by delivering the
Notice of Guaranteed Delivery (printed on YELLOW paper) followed by your
certificates and other documents within three (3) days.

You may also call David G. Wihebrink, our President, or Dottye Robeson, our
Chief Financial Officer at (574) 722-3855, if you have additional questions
or require further assistance.

Q: HOW MUCH TIME DO I HAVE TO TENDER MY SHARES?

A: You may tender your shares at any time until 5:00 p.m. Eastern Daylight
Saving Time on Tuesday, June 29, 2004. We may extend the Offer or waive any
unfulfilled condition in our sole discretion.

Q: HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

Q: UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDER SHARES?

Q: HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

A: You can withdraw shares that you have already tendered by sending the
timely notice of withdrawal to the Depositary at the address provided at
the end of the Offer to Purchase.

Q: WHAT IF I HAVE LOST MY STOCK CERTIFICATE?

Q: WHAT IS THE COMPANY'S PURPOSE IN MAKING THIS OFFER?

Q: WILL THE COMPANY REMAIN A PUBLIC COMPANY AFTER THE COMPLETION OF THIS
OFFER?

Q: HOW WILL THE COMPANY PAY FOR THE SHARES OFFERED?

Q: CAN THE COMPANY AMEND THE TERMS OF THE OFFER?

Q: DID THE BOARD OF DIRECTORS RECEIVE ANY FAIRNESS OPINIONS OR SIMILAR REPORTS
REGARDING THE FAIRNESS OF THE OFFER?

Q: WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER?

Q: WHO CAN I CONTACT IF I HAVE ADDITIONAL QUESTIONS ABOUT THE OFFER?

A: If you have any additional questions, you may contact the Information Agent
at the address or telephone number set forth at the back of the Offer to
Purchase.

You may also call David G. Wihebrink, our President, or Dottye Robeson, our
Chief Financial Officer at (574) 722-3855, if you have additional questions or
require further assistance.

Exhibit 16(a)(1)(ix)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine
digits separated by two hyphens: i.e., 000-00-000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-000000. The table below will help determine the number to give to the payer.

- ------------------------------------------------------------------------------------------------------------------------------------
| GIVE THE NAME AND SOCIAL | | GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: | SECURITY NUMBER OF - | FOR THIS TYPE OF ACCOUNT: | IDENTIFICATION NUMBER OF -
- ------------------------------------------------------------------------------------------------------------------------------------
1. An individual's account | The Individual | 8. Sole Proprietorship account | The owner (4)
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
2. Two or more individuals | The actual owner of the | 9. A valid trust, estate or | The legal entity(5)
(joint account) | account, or if combined funds,| pension trust |
| the first individual on the | |
| account (1) | |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
3. Husband and wife | The actual owner of the | 10. Corporate account | The corporation
(joint account) | account, or if joint funds, | |
| the first individual on the | |
| account (1) | |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
4. Custodian account of a | The minor (2) | 11. Religious, charitable, or | The organization
minor (Uniform Gift to | | educational organization |
Minors Act) | | account |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
5. Adult and minor | The adult or, if the minor is | 12. Partnership account | The partnership
(joint account) | the only contributor, the | |
| minor (1) | |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
6. Account in the name of | The ward, minor, or | 13. Association, club or other | The organization
guardian or committee | incompetent person (3) | tax-exempt organization |
for a designated ward, | | |
minor, or incompetent | | 14. A broker or registered | The broker or nominee
person | | nominee |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
7. a. The usual revocable | The grantor-trustee (1) | 15. Account with the | The public entity
savings trust account | | Department of Agri- |
(grantor is also trustee) | | culture in the name of a |
b. So-called trust account | The actual owner (1) | public entity (such as a |
that is not a legal or | | state or local government, |
valid trust under state | | school district or prison) |
law | | that receives agricultural |
| | program payments |
- ----------------------------------------------------------------|-----------------------------------|-------------------------------
16. If you are an LLC that is DISREGARDED AS AN ENTITY separate from its owner (see LIMITED LIABILITY COMPANY (LLC) above), and are
owned by an individual, enter your SSN (or "pre-LLC" EIN, if desired). If the owner of a disregarded LLC is a corporation,
partnership, etc., enter the owner's EIN.
- ------------------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account
has a social security number, that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number.
(4) Show the name of the owner. You may also enter your business or "doing business as" name. You may use either
your social security number or employer identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identification
number of the personal representative or trustee unless the legal entity itself is not designated in the
account title.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first
name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, or Form W-7,
Application for Individual Taxpayer ID No. or Form SS-4, Application for
Employer Identification Number, at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section, 401(f)(2).

2. The United States or any of its agencies or instrumentalities.

3. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.

4. A foreign government or any of its political subdivisions, agencies, or
instrumentalities.

5. An international organization or any of its agencies or instrumentalities.

Other payees that MAY BE EXEMPT from backup withholding include:

6. A corporation.

7. A foreign central bank of issue.

8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.

9. A futures commission merchant registered with the Commodity Futures Trading
Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment
Company Act of 1940.

12. A common trust fund operated by a bank under section 584(a).

13. A financial institution.

14. A middleman known in the investment community as a nominee or custodian.

15. A trust exempt from tax under section 664 or described in section 4947.

The following types of payments are exempt from backup withholding as indicated
for items 1 through 15 above.

INTEREST AND DIVIDEND PAYMENTS. All listed payees are exempt except the payee in
item 9.

BROKER TRANSACTIONS. All payees listed in items 1 through 13 are exempt. A
person registered under the Investment Advisors Act of 1940 who regularly acts
as a broker is also exempt.

BARTER EXCHANGE TRANSACTIONS AND PATRONAGE DIVIDENDS. Only payees listed in
items 1 through 5 are exempt.

PAYMENTS REPORTABLE UNDER SECTIONS 6041 AND 6041A. Only payees listed in items 1
through 7 are generally exempt.

However, the following payments made to a corporation (including gross proceeds
paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on FORM 1099-MISC, Miscellaneous Income, are NOT
EXEMPT from backup withholding:

o Medical and health care payments.

o Attorneys' fees.

o Payments for services paid by a Federal executive agency.

PAYMENTS EXEMPT FROM BACKUP WITHHOLDING

Payments that are not subject to information reporting also are not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations. The following payments are
generally exempt from backup withholding.

DIVIDENDS AND PATRONAGE DIVIDENDS.

o Payments to nonresident aliens subject to withholding under section 1441.

o Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.

o Payments of patronage dividends not paid in money.

o Payments made by certain foreign organizations.

o Section 404(k) distributions made by an ESOP.

INTEREST PAYMENTS.

o Payments of interest on obligations issued by individuals. However, if you
pay $600 or more of interest in the course of your trade or business to a
payee, you must report the payment. Backup withholding applies to the
reportable payment if the payee has not provided a TIN or has provided an
incorrect TIN.

o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

o Payments described in section 6049(b)(5) to nonresident aliens.

o Payments on tax-free covenant bonds under section 1451.

o Payments made by certain foreign organizations.

o Mortgage or student loan interest paid to you.

EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON PART III OF THE FORM, WRITE "EXEMPT" ON THE FACE OF THE
FORM, AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A
NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING GIVE
THE PAYER A COMPLETED FORM W-8 CERTIFICATE OF FOREIGN STATUS.

Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A, and 6050N of the; Code and their regulations.

PRIVACY ACT NOTICE. - Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file a tax return.
Payers must generally withhold 28% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. - If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to a reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. - Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

Exhibit 16(a)(5)

FOR IMMEDIATE RELEASE

Contact: Dottye Robeson
Chief Financial Officer
Phone: 574-722-3855
Fax: 574-722-3857

LOGANSPORT FINANCIAL CORP. ANNOUNCES
ODD-LOT TENDER OFFER AND QUARTERLY DIVIDEND DECLARATION

Logansport, Indiana - (May 27, 2004) - Logansport Financial Corp. (NASDAQ
Small Cap Market: LOGN) today announced that tomorrow it will commence a tender
offer for the purchase of all shares of its common stock held by persons owning
99 or fewer shares as of the close of business on May 18, 2004. The Company will
pay $22.50 for each share properly tendered by an eligible shareholder. This
price is based upon current market prices. Yesterday's closing sale price for a
share of its common stock as reported on the National Association of Securities
Dealers Automated Quotation System Small Cap Market was $19.68 per share.

The offer is not conditioned on the receipt of any minimum number of
tenders. The Company has reserved the right to withdraw the offer if it
determines that it is inadvisable to proceed with the offer for any reason.

If after completion of the purchase offer there are fewer than 300
shareholders of record, Logansport Financial Corp. intends to deregister its
common stock with the Securities and Exchange Commission and become a private
company. If, after the completion of the tender offer, Logansport Financial
Corp. does not have fewer than 300 shareholders, the Board of Directors will
likely consider other options to reduce the number of shareholders.

Shareholders and investors are urged to read Logansport Financial Corp.'s
Schedule 13E-3 being filed tomorrow with the SEC in connection with this tender
offer, which includes the Offer to Purchase for Cash. These materials contain
important information including the various terms and conditions to the offer.

Investors may obtain copies of Logansport Financial Corp.'s Schedule 13E-3
for free from the SEC at the SEC's website (www.sec.gov) or from Logansport
Financial Corp. Questions or requests for documents also may be directed to
Dottye Robeson, Chief Financial Officer of Logansport Financial Corp at (574)
722-3855 or Registrar and Transfer Company, the Information Agent for the offer,
by telephone at (800) 368-5948 (toll free) or in writing at 10 Commerce Drive,
Cranford, New Jersey 07016.

This press release is for informational purposes only and is not an offer
to buy or a solicitation of an offer to sell any shares of Logansport Financial
Corp.'s common stock. The offer is being made solely by the Offer to Purchase
for Cash and the accompanying Letter of Transmittal, each dated May 28, 2004,
which are being mailed to shareholders tomorrow. The Offer will expire at 5:00
p.m. Eastern Daylight Saving Time on June 29, 2004, unless otherwise extended or
earlier terminated. Eligible shareholders who would like to accept the offer
must tender all shares that they own. Partial tenders will not be accepted.

Additionally, Logansport Financial Corp. announced today that its Board of
Directors has declared a cash dividend of $0.14 per share of its Common Stock
for its fiscal quarter ended March 31, 2004. The dividend is payable on July 12,
2004, to the holders of record on June 21, 2004.