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): October 28, 2004 ASB Financial Corp. (Exact name of registrant as specified in its charter) Ohio 0-25906 31-1429488 (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 _____________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02 Results of Operations and Financial Condition. - ---------------------------------------------------------- On October 28, 2004, ASB Financial Corp. issued a press release regarding its earnings for the quarter ended September 30, 2004. The press release is attached as Exhibit 99 hereto and is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. - ---------------------------------------------- (a) and (b). Not applicable. (c) Exhibits. See Index to Exhibits. <PAGE 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 hereunto duly authorized. ASB FINANCIAL CORP. By: /s/ Robert M. Smith -------------------------------- Robert M. Smith President Date: November 1, 2004 INDEX TO EXHIBITS ----------------- Exhibit Number Description - -------------- ----------- 99 Press Release of ASB Financial Corp. dated October 28, 2004