UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549


                                  FORM 8-K

                               CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):   July 28, 2004


                             ASB FINANCIAL CORP.
                             -------------------
           (Exact name of registrant as specified in its charter)


           Ohio                      0-25906                31-1429488
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(State or other jurisdiction       (Commission            (IRS Employer
     of incorporation)             File Number)         Identification No.)


             503 Chillicothe Street, Portsmouth, Ohio     45662
             -----------------------------------------------------
             (Address of principal executive offices)   (Zip Code)


     Registrant's telephone number, including area code:  (740) 354-3177
                                                          --------------


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        (Former name or former address, if changed since last report)





                                  FORM 8-K
                                  --------

Item 7.   Financial Statements and Exhibits.
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          (a) and (b).   Not applicable.

          (c)   Exhibits.

                See Index to Exhibits.

Item 12.   Results of Operations and Financial Condition.
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      On July 28, 2004, ASB Financial Corp. issued a press release regarding
its earnings for the quarter and year ended June 30, 2004.  The press
release is attached as Exhibit 99 hereto and incorporated herein by
reference.





                                 SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       ASB FINANCIAL CORP.


                                       By:  /s/ Robert M. Smith
                                            -------------------------------
                                            Robert M. Smith
                                            President

Date: July 28, 2004





                              INDEX TO EXHIBITS

Exhibit Number     Description
- --------------     -----------

      99           Press Release of ASB Financial Corp. dated July 28, 2004