UNITED STATES
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

     For the quarterly period ended June 30, 2004


( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

     For the transition period from              to
                                    ------------    ------------

                           Commission File Number 0-22800



                             NORTH BANCSHARES, INC.
        (Exact name of small business issuer as specified in its charter)




Delaware                                            36-3915073
- --------                                            ----------
(State or other jurisdiction                        (I.R.S. Employer
of Incorporation or organization)                    Identification Number)


100 West North Avenue, Chicago, Illinois            60610-1399
- ----------------------------------------            ----------
(Address of Principal Executive Offices)            (Zip Code)


                                 (312) 664-4320
               (Registrant's telephone number, including area code)




         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                     Yes (X)                   No ( )


      As of July 31, 2004, there were 1,144,695 outstanding shares of the
Registrant's Common Stock.

      Transitional Small Business Disclosure Format (Check one): Yes ( )  No (X)




                                     1








                           NORTH BANCSHARES, INC.

                             Table of Contents




Part I - FINANCIAL INFORMATION (UNAUDITED)

         Item 1.  Condensed Consolidated Financial Statements               3
                  Notes to Condensed Consolidated Financial Statements      7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       8

         Item 3.  Controls and Procedures                                  13

         Item 4.  New Accounting Pronouncements                            13


Part II - OTHER INFORMATION

         Item 1. Legal Proceedings                                         13

         Item 2. Changes in Securities                                     13

         Item 3. Defaults Upon Senior Securities                           13

         Item 4. Submission of Matters to a Vote of Security Holders       13

         Item 5. Other Information                                         13

         Item 6. Exhibits and Reports                                      14


FORM 10-QSB SIGNATURE PAGE                                                 15

CERTIFICATIONS                                                             16





                                     2







PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




                                   NORTH BANCSHARES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                              (IN THOUSANDS, EXCEPT SHARE DATA)
                                       (UNAUDITED)

ASSETS                                                    JUNE 30, 2004  DECEMBER 31, 2003

                                                                            
Cash and due from banks                                          $2,442             $2,003
Interest-bearing deposits                                         3,230              2,767
Federal funds sold                                               16,599              8,166
Investment in dollar denominated mutual funds                        63                 95
- ------------------------------------------------------------------------------------------
TOTAL CASH AND CASH EQUIVALENTS                                  22,334             13,031
Securities available for sale                                    11,461             18,612
Stock in Federal Home Loan Bank (FHLB) of Chicago                 4,252              4,252
Loans receivable, net of allowance for loan losses
 of $355 at June 30, 2004 and $347 at December 31, 2003          93,153             95,471
Accrued interest receivable                                         529                558
Premises and equipment, net                                         827                849
Other assets                                                      1,113                973
- ------------------------------------------------------------------------------------------
TOTAL ASSETS                                                    133,669            133,746
- ------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------
Deposits
   Interest-bearing                                              86,839             85,392
   Non-interest-bearing                                           5,852              5,560
Borrowed funds                                                   25,100             27,500
Advance payments by borrowers for taxes and insurance               653                657
Accrued interest payable and other liabilities                    2,024              1,143
- ------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                               120,468            120,252
- ------------------------------------------------------------------------------------------

Preferred stock, $.01 par value. Authorized 500,000
 shares; none outstanding                                             -                  -
Common stock, $.01 par value. Authorized 3,500,000
 shares; issued 1,914,075; outstanding 1,144,695 at
 June 30, 2004 and December 31, 2003                                 19                 19
Additional paid in capital                                       13,179             13,179
Retained earnings, substantially restricted                      11,841             12,075
Treasury stock, at cost (769,380 shares at  June 30,
 2004 and December 31, 2003)                                    (11,625)           (11,625)
Accumulated other comprehensive loss                               (181)              (115)
Unearned stock awards                                               (32)               (39)
- ------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                       13,201             13,494
- ------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $133,669           $133,746
- ------------------------------------------------------------------------------------------


See accompanying notes to unaudited condensed consolidated financial statements.



                                              3





                                           NORTH BANCSHARES, INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (IN THOUSANDS, EXCEPT SHARE DATA)
                                                (UNAUDITED)

                                                             THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                   JUNE 30,               JUNE 30,
                                                             2004          2003       2004        2003

INTEREST INCOME:
                                                                                        
Loans receivable                                            $1,407        $1,306       2,803         2,737
Interest-bearing deposits and federal funds sold                36            61          63           117
Securities available for sale                                  137           271         322           569
Dividend on FHLB stock and other interest income                64            64         133           114
- ----------------------------------------------------------------------------------------------------------
TOTAL INTEREST INCOME                                        1,644         1,702       3,321         3,537
- ----------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposit accounts                                               474           528         953         1,115
Borrowed funds                                                 344           384         708           785
- ----------------------------------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE                                         818           912       1,661         1,900
- ----------------------------------------------------------------------------------------------------------
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES           826           790       1,660         1,637
PROVISION FOR LOAN LOSSES                                        -             -           7             -
- ----------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES            826           790       1,653         1,637
- ----------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
Gains (losses) on sale of securities available for sale        (64)           37         (64)           64
Gain on sale of mortgage loans held for sale                     -            52          22            59
Other non-interest income                                       84            98         223           187
- ----------------------------------------------------------------------------------------------------------
TOTAL NON-INTEREST INCOME                                       20           187         181           310
- ----------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE:
Compensation and benefits                                      460           469         878           882
Occupancy expense                                              122           119         249           242
Professional fees                                              149            46         244            86
Data processing                                                 67            74         138           146
Advertising and promotion                                       23            34          56            63
Other non-interest expense                                     162           131         297           322
- ----------------------------------------------------------------------------------------------------------
TOTAL NON-INTEREST EXPENSE                                     983           873       1,862         1,741
- ----------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES                            (137)           104        (28)           206
INCOME TAX EXPENSE (BENEFIT)                                  (11)            34          23            70
- ----------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                           $(126)           $70        (51)           136
- ----------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) PER SHARE:
Basic                                                       $(.11)          $.06       (.04)           .12
Diluted                                                     $(.11)          $.06       (.04)           .12
- ----------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic                                                    1,143,112     1,140,427   1,143,112     1,139,683
Diluted                                                  1,158,157     1,151,936   1,154,387     1,150,234
- ----------------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS                                           $(276)         $(61)       (117)          (53)
- ----------------------------------------------------------------------------------------------------------


See accompanying notes to unaudited condensed consolidated financial statements.


                                                         4






                                                         NORTH BANCSHARES, INC.
                                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                (DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
                                                SIX  MONTHS ENDED JUNE 30, 2003 AND 2004
                                                               (UNAUDITED)
                                                                                    Accumulated
                                                                                    other comp-
                                                    Additional                      rehensive   Unearned
                                           Common   paid in    Retained   Treasury  Income      stock
                                           Stock    capital    earnings   stock     (loss)      awards   Total

                                                                                     
Balance at December 31, 2002                $19     13,284     12,140     (11,745)   259         52       13,905
 Net income                                   -          -        136           -      -          -          136
 Change in accumulated other
   comprehensive income (loss)                -          -          -           -   (189)         -         (189)
- ----------------------------------------------------------------------------------------------------------------
Total comprehensive loss                      -          -          -           -      -          -          (53)
Stock awards earned                           -          -          -           -      -          6            6
Purchase of treasury stock, 2,560 shares      -          -          -         (36)     -          -          (36)
Cash dividend ($.22 per share)                -          -       (251)          -      -          -         (251)
Options exercised and reissuance of
  treasury stock, 7,458 shares                -        (60)         -         113      -          -           53
- ----------------------------------------------------------------------------------------------------------------
Balance at June 30, 2003                     19     13,224     12,025     (11,668)    70        (46)      13,624
- ----------------------------------------------------------------------------------------------------------------

Balance at December 31, 2003                 19     13,179     12,075     (11,625)  (115)       (39)      13,494
 Net loss                                     -          -        (51)          -      -          -          (51)
 Change in accumulated other
  comprehensive loss                          -          -          -           -    (66)         -          (66)
- -----------------------------------------------------------------------------------------------------------------
Total comprehensive loss                      -          -          -           -      -          -         (117)
Stock awards earned                           -          -          -           -      -          7            7
Cash dividend ($.16 per share)                -          -       (183)          -      -          -         (183)
- -----------------------------------------------------------------------------------------------------------------
Balance at June 30, 2004                    $19     13,179     11,841     (11,625)  (181)       (32)      13,201
- -----------------------------------------------------------------------------------------------------------------


See accompanying notes to unaudited condensed consolidated financial statements.







                                                            5






                                    NORTH BANCSHARES, INC.
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                       (IN THOUSANDS)
                               FOR THE SIX MONTHS ENDED JUNE 30,


                                                                      2004           2003
Cash flows from operating activities:
                                                                              
  Net Income (loss)                                                  $ (51)         $ 136
  Adjustments to reconcile net income to net cash provided
    by operating activities:
     Depreciation and amortization                                      74             54
     Provision for loan losses                                           7              -
     Deferred loan fees, net of amortization                            (6)          (116)
     Amortization of premiums and discounts, net                        16             56
     stock awards expense                                                7              6
     FHLB stock dividend                                              (133)          (114)
     Gain on sale of loans held for sale                               (22)           (59)
     Loss (Gain) on sale of securities available for sale               64            (64)
     Net changes in loans held for sale                                 22             59
     Net change in accrued interest receivable                          29            100
     Other assets, net                                                (140)           (33)
     Other liabilities, net                                            915            422
- -----------------------------------------------------------------------------------------
Net cash provided by operating activities                              782            447
- -----------------------------------------------------------------------------------------
Cash flows from investing activities:
  Maturities, repayments and calls of securities
   available for sale                                                2,937          8,353
  Purchase of securities available for sale                            (26)       (10,527)
  Proceeds from sales of securities available for sale               4,060          5,500
  Loan originations and repayments, net                              2,317          5,015
  Redemption of FHLB stock                                             133              -
  Purchase of premises and equipment                                   (52)           (98)
- -----------------------------------------------------------------------------------------
Net cash provided by investing activities                            9,369          8,243
- -----------------------------------------------------------------------------------------
Cash flows from financing activities:
  Net change in deposit accounts                                     1,739         (1,536)
  Repayments of borrowed funds                                      (2,400)        (3,500)
  Net change in advance payments by borrowers for taxes
    and insurance                                                       (4)          (127)
  Payment of common stock dividends                                   (183)          (251)
  Proceeds from stock options exercised                                  -             53
  Purchase of treasury stock                                             -            (36)
- -----------------------------------------------------------------------------------------
Net cash used in financing activities                                 (848)        (5,397)
- -----------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                            9,303          3,293
Cash and cash equivalents at beginning of period                    13,031         18,303
- -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                         $22,334        $21,596
- -----------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
  Cash payments during the period for:
  Interest                                                          $1,082         $1,365
  Taxes                                                                  -            140
- -----------------------------------------------------------------------------------------


See accompanying notes to unaudited condensed consolidated financial statements.





                                               6




NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)  Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the
instructions to Form 10-QSB and Article 10 of Regulation S-B. Accordingly, they
do not include all the information and notes required by accounting principles
generally accepted in the United States of America for complete financial
statements. These interim statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
2003 Annual Report on Form 10KSB filed with the Securities and Exchange
Commission. The December 31, 2003 balance sheet presented herein has been
derived from the audited financial statements included on the Company's 2003
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission,
but does not include all disclosures required by accounting principles generally
accepted in the United States of America.

         To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and future results could differ. The allowance for loan
losses, mortgage servicing rights, and status of contingencies are particularly
subject to change.

         In the opinion of management, the unaudited condensed consolidated
financial statements contain all adjustments which are normal and recurring in
nature and necessary for a fair presentation of the financial condition as of
June 30, 2004 and results of operations for the three and six month periods
ended June 30, 2004 and June 30, 2003, but are not necessarily indicative of the
results which may be expected for the entire year.

(2)  Principles of Consolidation

         The accompanying unaudited condensed consolidated financial statements
include the accounts of North Bancshares, Inc. (the "Company"), its wholly-owned
subsidiary, North Federal Savings Bank (the "Bank"), and the Bank's subsidiary
North Financial Corporation. All significant intercompany accounts and
transactions have been eliminated in consolidation.

(3)  Earnings Per Share



    The following table sets forth the computation of basic and diluted earnings
per share for the periods indicated.

                                                      For the three months          For the six months
                                                          ended June 30,               ended June 30,

(In thousands, except share data)                      2004           2003          2004           2003
- ----------------------------------------------------------------------------------------------------------
Numerator:
                                                                                     
Net Income (loss)                                      $(126)            70             (51)           136
Denominator:
Basic earnings per share-weighted average
  shares outstanding                               1,143,112      1,140,427       1,143,112      1,139,683
Effect of dilutive stock options outstanding (1)      14,511         11,345          10,893         10,414
Effect of dilutive stock awards outstanding (1)          534            164             382            137
Diluted earnings per share-adjusted weighted
  average shares outstanding                       1,158,157      1,151,936       1,154,387      1,150,234
Basic earnings (loss) per share                         (.11)           .06            (.04)           .12
Diluted earnings (loss) per share                       (.11)           .06            (.04)           .12
==========================================================================================================


         (1) Only options and stock awards where the exercise price is below the
current market price are included in calculating diluted earnings per share.





                                                          7




(4) Comprehensive income (loss)

     The Company's comprehensive income includes net income and other
comprehensive income (loss) comprised of unrealized gains or losses on
securities available for sale, net of tax effect, which are also recognized as
separate components of equity.

(5) Stock Repurchase Program

     On April 18, 2002, the Company announced a stock repurchase program that
amounts to 50,000 shares or approximately 4.4% of the outstanding shares. The
Company has halted the program due to the signing of a definitive agreement for
the sale of the Company on April 8, 2004. At June 30, 2004, 31,767 shares had
been repurchased under this program at an average cost of $12.65 per share.

(6) Dividend Declaration

     On April 15, 2004, the Company announced that the Board of Directors
declared a quarterly dividend of $.08 per share, which was paid on May 14, 2004
to stockholders of record on April 30, 2004. On July 16, 2004, the Company
announced that the Board of Directors declared a quarterly dividend of $.08 per
share, to be paid on August 16, 2004 to stockholders of record on August 2,
2004.

(7) Pension Plan



    Pension Disclosure:

Description                                        Three months ended            Six months ended
- -----------                                             June 30,                     June 30,
                                                        --------                     --------
                                                   2004           2003           2004          2003
                                                   ----           ----           ----          ----
                                                                                 
Service cost component                            $27,574         $23,365      $55,148       $46,730
Interest cost component                           $66,952         $58,443     $133,903      $116,886
Expected return on plan assets for period        $(94,500)       $(85,149)   $(189,000)    $(170,298)
Recognized net actuarial (gain)/loss              $10,297               0      $20,593             0
Amortization of transition (asset)/obligation           0           $(537)           0        (1,074)
Amortization of prior service cost                  $(264)          $(264)       $(528)        $(528)
Net periodic benefit cost                         $10,059         $(4,142)     $20,116        $8,284


     Contributions that were paid, or that are expected to be paid for the
current year are not significantly different that what was disclosed in the 2003
Annual Report to Stockholders. Contributions for the year 2004, thus far, amount
to $124,561 and for the year 2003 amounted to $158,814.



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

General

     The primary business of the Company is that of an independent
community-oriented financial institution offering a variety of financial
services to meet the needs of the communities it serves. The Company attracts
deposits from the general public, obtains brokered deposits or borrows funds and
uses such funds to originate or acquire one-to-four family residential
mortgages, loans secured by small apartment buildings or mixed use properties,
equity lines of credit secured by real estate and commercial real estate loans.
The Company also invests in U.S. Government and agency securities, mutual funds
that invest in U.S. Government securities, federal agency mortgage-backed
securities, investment grade securities, common stocks of other financial
institutions and money market accounts.

     The Company's consolidated results of operations are primarily dependent on
net interest income, which is the difference between the interest income earned
on interest-earning assets and the interest paid on deposits and other
borrowings less loan loss provisions and to a lesser degree on non-interest
income less non-interest expense and income taxes. The Company's operating
expenses consist principally of employee compensation and benefits, occupancy
expenses, and other non-interest

                                    8





expenses. The Company's results of operations are also significantly affected by
general economic and competitive conditions, particularly changes in market
interest rates, government policies and actions of regulatory authorities.

     On April 8, 2004, the Company announced that they have signed a definitive
agreement with Diamond Bancorp, Inc., a wholly owned subsidiary of Northbrook
Investments, LLP, to purchase all the outstanding shares of common stock of
North Bancshares, Inc., which are not currently owned by Northbrook Investments
LLC for $22.75 per diluted share in cash. The total transaction value amounts to
approximately $26.4 million with a price to tangible book value as of December
31, 2003, of approximately 193% and a premium over core deposits of
approximately 17.2%. The transaction is subject to regulatory approvals and
approval by a majority of the holders of North Bancshares's common stock. The
date for the Special Meeting of the Stockholders has been set at August 6, 2004
for stockholders of record on June 23, 2004. The transaction is anticipated to
close in the third quarter or early in the fourth quarter of 2004.

Forward-Looking Statements

     When used in this Quarterly Report on Form 10-QSB and in other filings with
the Securities and Exchange Commission, in press releases or other public or
shareholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "believe," "Will likely
result," "are expected to," "will continue", "is anticipated", "estimate",
"project", "plans," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You are cautioned not to place undue reliance on
any forward-looking statements, which speak only as of the date made. By their
nature, these statements are subject to numerous uncertainties that could cause
actual results to differ materially from those anticipated in the statements.

     Important factors that could cause actual results to differ materially from
the results anticipated or projected include, but are not limited to, the
following: (1) the credit risks of lending activities, including changes in the
level and direction of loan delinquencies and write-offs; (2) changes in
managements's estimate of the adequacy of the allowance for loan losses; (3)
competitive pressures among depository institutions; (4) interest rate movements
and their impact on customer behavior and the Company's net interest margin; (5)
the impact of repricing and competitor's pricing initiatives on loan and deposit
products; (6) the Company's ability to adapt successfully to technological
changes to meet customers' needs and developments in the market place; (7) the
Company's ability to access cost-effective funding; (8) changes in financial
markets and general economic conditions; (9) new legislation or regulatory
changes; (10) changes in accounting principles, policies or guidelines.

     The Company does not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date on which
the forward-looking statement is made.

Liquidity and Capital Resources

     The Bank's primary sources of funds are deposits, borrowings from the FHLB
of Chicago, prepayment of loans and mortgage-backed securities, sales and
maturities of investment and mortgage-backed securities and occasionally the use
of reverse repurchase agreements. The Bank can also borrow from its
correspondent banks. The Bank uses its liquid resources to fund loan
commitments, to meet operating expenses, to make investments and to fund deposit
withdrawals. Management believes that loan repayments and the Bank's other
sources of funds will be adequate to meet the liquidity needs of the Bank.

     The OTS requires the Bank to maintain sufficient liquidity to ensure its
safe and sound operation. At June 30, 2004, the Bank's liquidity ratio was 19.1%
compared with 16.4% at December 31, 2003. The increase in liquidity was
primarily due to an increase in cash and cash equivalents.

     Current regulatory standards impose the following capital requirements on
the Bank and other thrifts: a tangible capital ratio expressed as a percentage
of total adjusted assets, a leverage ratio of core capital to total adjusted
assets and a risk-based capital standard expressed as a percentage of
risk-adjusted assets. At June 30, 2004, the Bank exceeded all of its regulatory
capital requirements. At such date, the Bank's core capital, tier 1 capital and
risk-based capital of $13.0 million, $13.0 million and $13.4 million,
respectively, exceeded the applicable minimum requirements by $7.6 million or
5.7%, $7.6 million or 5.7%, and $6.5 million or 7.1%, respectively.

     Certificates of deposit scheduled to mature in one year or less at June 30,
2004, totaled approximately $23.5 million. Management believes, based on its
ability to adjust rates on those accounts to market levels, that a significant
portion of such deposits will remain with the Company. The Company will continue
to focus on shifting its liability mix from higher cost certificates of deposit
to lower cost transaction accounts that do not earn interest and produce fee
income. The Company will continue to use retail and brokered certificates of
deposit as alternate funding sources.



                                   9





Commitments and Contingencies

     At June 30, 2004, the Bank had $4.2 million in loan applications pending
approval and closing and unused lines of credit totaling $15.4 million. The Bank
leases a branch office in Wilmette, Illinois. Monthly rent and maintenance and
tax payments amount to $2,941 per month.

     The following tables disclose contractual obligations and commercial
commitments of the Company as of June 30, 2004:




                                           Total     Less Than 1   1 - 3 Years    4 - 5 Years   Over 5
                                                        Year                                     Years
                                    ------------------------------------------------------------------
                                                                                 
FHLB advances                            $25,000       7,000        2,000           3,000       13,000
- ------------------------------------------------------------------------------------------------------
Total contractual cash obligations       $25,000       7,000        2,000           3,000       13,000
======================================================================================================


                                     Total Amounts   Less than 1   1 - 3 Years    4 - 5 Years   Over 5
                                       Committed        Year                                     Years
                                   -------------------------------------------------------------------
Lines of credit                          $15,433         278        5,237          10,474            0
Commitments to make loans                  1,193       1,193            0               0            0
Other commercial commitments               3,038       3,038            0               0            0
- ------------------------------------------------------------------------------------------------------
Total commitments                        $19,664       4,509        5,237          10,474            0
======================================================================================================


Changes In Financial Condition

     Total assets remained steady at $133.7 million at both June 30, 2004 and at
December 31, 2003. Cash and cash equivalents increased by $9.3 million but were
offset by a $7.2 million decrease in investment securities available for sale
and a $2.3 million decrease in net loans receivable.

     Net loans receivable decreased by $2.3 million and amounted to $93.2
million at June 30, 2004 compared with $95.5 million at December 31, 2003. The
$2.3 million decrease was due primarily to a decrease in commercial loan
participations. Equity line of credit loans, that adjust to the prime rate or
prime rate plus a margin increased to $21.7 million at June 30, 2004 from $20.5
million at December 31, 2003. The Bank originated $20.8 million in loans during
the six month period ended June 30, 2004 and recorded $22.9 million in
repayments and $1.6 million in loan sales compared with $25.8 million in
originations, $29.4 million in repayments and $1.5 million in loan sales during
the six month period ended June 30, 2003. At June 30, 2004, the Bank had $4.2
million in loan applications pending approval or closing and $15.4 million in
unused lines of credit. The Company did not add to the allowance for loan losses
during the quarter ended June 30, 2004 and 2003, respectively. The total
allowance for loan losses amounted to $354,000 or 0.38% of loans receivable at
June 30, 2004 compared with $347,000 and 0.36% of loans receivable at December
31, 2003.

     Total deposits increased by $1.8 million and amounted to $92.7 million at
June 30, 2004 compared with $90.9 million at December 31, 2003. The increase was
due primarily to a $2.5 million increase in money market deposit accounts. This
increase was partially offset by a $700,000 decrease in certificates of
deposits. The weighted average cost of deposits decreased to 2.20% at June 30,
2004 from 2.47% at June 30, 2003.

     Borrowed funds decreased by $2.4 million and amounted to $25.1 million at
June 30, 2004 compared with $27.5 million at December 31, 2003. The decrease is
attributable to repayment of a higher cost FHLB advance that matured during the
six month period.


     Stockholders' equity was $13.2 million at June 30, 2004 compared with $13.5
million at December 31, 2003. The decrease was primarily attributable to a
$234,000 decrease in retained earnings as a result of a net loss of $51,000 and
$183,000 in dividend payments. In addition, there was a $66,000 increase in
accumulated other comprehensive loss due primarily to an increase in interest
rates that occurred during the quarter and the resulting negative effect on the
available for sale securities portfolio. Book value per share decreased to
$11.53 at June 30, 2004 compared with $11.79 at December 31, 2003.

                                       10






Average Balance Sheet

     The following table presents certain information relating to the Company's
average balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated. Such yields and costs are derived by
dividing income or expense by the average balance of assets or liabilities,
respectively, for the periods shown. Average balances are derived from average
monthly balances. The yields and costs include fees which are considered
adjustments to yield. Average yields and costs for the three and six month
periods presented are annualized for presentation purposes.



                                                   Three Months Ended June                 Six Months Ended June 30,
                                         2004                   2003                        2004                2003
                               -------------------------------------------------------------------------------------------------
                                        Interest Average         Interest Average         Interest Average        Interest Average
                                Average Earned\  Yield\  Average Earned\  Yield\  Average Earned\  Yield\ Average Earned\  Yield\
                                Balance  Paid    Cost    Balance  Paid    Cost    Balance  Paid    Cost   Balance  Paid    Cost
                               -------------------------------------------------------------------------------------------------
                                                                    (Dollars in thousands)
                                               -------------------------------------------------------------


Interest-earnings assets:
                                                                                     
  Loans receivable(1)           $95,121  $1,407   5.92%  $81,214  $1,306  6.43%  $95,290  $2,803 5.88%  $83,003  $2,737    6.59%
  Securities available for sale  17,675     201   4.55    28,654     335  4.68    19,607     455 4.64    29,369     683    4.65
  Interest-earning deposits and
   federal funds sold            15,984      36   0.90    20,460      61  1.19    14,580      63 0.86    19,679     117     1.19
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets   128,780   1,644   5.11    30,328   1,702  5.21    29,477   3,321 5.13   132,051   3,537     5.36
Non-interest-earning assets       4,757                    4,723                   4,641                  4,527
- --------------------------------------------------------------------------------------------------------------------------------
Total Assets                   $133,537                 $135,051                $134,118               $136,578
- --------------------------------------------------------------------------------------------------------------------------------

Interest-bearing liabilities:
  MMDA & NOW accounts            27,504     52    0.76    27,420      69  1.01    27,090     102  0.75   27,370     149     1.09
  Passbook accounts              12,749     17    0.53    12,605      20  0.63    12,812      33  0.52   12,539      53     0.85
  Certificate accounts           46,518    405    3.48    43,999     439  3.99    46,536     818  3.52   44,768     913     4.08
  Borrowed funds                 25,150    344    5.47    28,500     384  5.39    26,114     708  5.42   29,571     785     5.31
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing
 liabilities                    111,921    818    2.92    112,524    912  3.24    12,552   1,661  2.95  114,248   1,900     3.33
Non-interest bearing deposits     5,882                     5,655                  5,810                  5,352
Other liabilities                 2,405                     3,140                  2,339                  3,185
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities               120,208                   121,319                120,701                122,785
Stockholders' equity             13,329                    13,732                 13,417                 13,793
- ---------------------------------------------------------------------------------------------------------------------------------
Total liabilities and
 stockholders' equity          $133,537                  $135,051               $134,118               $136,578
- ---------------------------------------------------------------------------------------------------------------------------------
Net interest income/interest
 rate spread (2)                           826    2.19%              790  1.98%            1,660  2.18%           1,637    2.03%
- --------------------------------------------------------------------------------------------------------------------------------
Net earning assets/net interest
  margin (3)                    $16,859           2.57%   $17,804         2.42%  $16,925          2.65% $17,803            2.48%
- --------------------------------------------------------------------------------------------------------------------------------
Percentage of interest-earning
 assets to interest-bearing
 liabilities                              115.06%                 115.82%                 115.04%               115.58%
- --------------------------------------------------------------------------------------------------------------------------------


1. Calculated net of deferred loan fees, loan discounts, loans in process and
   allowance for loan losses.
2. Interest rate spread represents the difference between the average rate on
   interest-earning assets and the average cost of interest-bearing liabilities.
3. Net interest margin represents net interest income divided by average
   interest-earning assets.


Comparison Of Operating Results For The Three Months Ended June 30, 2004 And
June 30, 2003

     General. Net income decreased by $196,000 and amounted to a loss of
$126,000 for the three months ended June 30, 2004 from a profit of $70,000 for
the three months ended June 30, 2003. Basic and diluted loss per share decreased
to $.11 for the three months ended June 30, 2004 from a profit of $.06 per share
for the three months ended June 30, 2003. The decrease in net income and
earnings per share was primarily related to a $134,000 increase in non tax
deductible professional fees and other non-interest expense incurred as a result
of the definitive agreement for the sale of all the common stock of the Company.
In addition, there was a $64,000 loss on the sale of securities available for
sale recorded during the three months ended June 30, 2004 compared with a gain
of $37,000 recorded during the three months ended June 30, 2003.

     Interest Income. Interest income decreased by $58,000 and amounted to $1.6
million for the three months ended June 30, 2004 from $1.7 million for the three
months ended June 30, 2003. There was a decrease in the annualized yield on
average interest-earning assets to 5.11% for the three months ended June 30,
2004 from 5.22% for the three

                                       11





months ended June 30, 2003. The decrease was primarily attributable to the
decline in interest rates that has resulted in the repricing of interest earning
assets at rates which are near 50 year lows. The decrease was partially offset
by a $13.9 million increase in average loans receivable from $81.2 million for
the three months ended June 30, 2003 to $95.1 million for the three months ended
June 30, 2004.

     Interest Expense. Interest expense decreased $94,000 and amounted to
$818,000 for the three months ended June 30, 2004 from $912,000 for the three
months ended June 30, 2003. The annualized average cost of interest- bearing
liabilities decreased to 2.92% for the three months ended June 30, 2004 from
3.24% for the three months ended June 30, 2003. The decrease was due primarily
to a decrease in the average cost of certificates of deposit from 3.99% for the
three months ended June 30, 2003 to 3.48% for the three months ended June 30,
2004. There were also decreases in the average cost of all other categories of
interest-bearing deposits, primarily attributable to the decline in interest
rates.

     Provision For Loan Losses. The Company did not add to its allowance for
loan losses for the quarter ended June 30, 2004 or June 30, 2003. The lack of a
provision was primarily attributable to a decrease in total loans receivable
during the quarter and in the amount of commercial real estate loans in the
portfolio, which by their nature generally experience higher rates of losses
than single family loans. The allowance for loan losses was $355,000 at June 30,
2004 and $348,000 at December 31, 2003 and amounted to .38% of loans receivable
and .36% of loans receivable, respectively. Future additions to the Company's
allowance for loan losses and any change in the related ratio of the allowance
for loan losses to non-performing loans are dependent upon various factors such
as the performance and composition of the Company's loan portfolio, the economy,
changes in real estate values, interest rates and the view of the regulatory
authorities toward allowance levels and inflation.

     On a quarterly basis, management of the Bank meets to review the allowance
for loan losses. Management classifies loans in compliance with regulatory
classifications. Classified loans are individually reviewed to arrive at
specific reserves for those loans. Once the specific portion of the allowance is
calculated, management calculates a historical portion for each loan category
based on loan loss history, peer data, current economic conditions and trends in
the portfolio, including delinquencies and impairments, as well as changes in
the composition of the loan portfolio. In addition, various regulatory agencies,
as an integral part of their examination process, periodically review the Bank's
allowance for losses on loans. Such agencies may require the bank to provide
additions to the allowance based upon judgements which differ from those of
management. Although management believes the allowance for loan losses was at a
level to absorb probable incurred losses on existing loans at June 30, 2004,
there can be no assurance that such losses will not exceed estimated amounts.

     Non-Interest Income. Non-interest income decreased by $167,000 and amounted
to $20,000 for the three months ended June 30, 2004 compared with $187,000 for
the three months ended June 30, 2003. The decrease was primarily attributable to
a $101,000 decrease in gain on sale of securities available for sale due
primarily to a $64,000 loss on the sale of investment securities available for
sale recorded during the three months ended June 30, 2004. In addition, there
was a $52,000 decrease in gains on the sale of mortgage loans held for sale due
primarily to a decline in loan volume.

     Non-Interest Expense. Non-interest expense increased by $110,000 to
$983,000 for the quarter ended June 30, 2004 compared with $873,000 for the
quarter ended June 30, 2003. The increase was primarily attributable to
increases in professional fees and other non-interest expense related to costs
associated with the signing of a definitive agreement for the sale of all the
common stock of the Company.

     Income Tax Expense. Income tax expense decreased by $45,000 and amounted to
a benefit of $11,000 for the three months ended June 30, 2004 from an expense of
$34,000 for the three months ended June 30, 2003. The decrease in expense was
primarily related to a decrease in pretax income. Because certain expenses
related to the merger and acquisition agreement were not tax deductible, the
Company was not able to recognize an additional tax benefit of approximately
$40,000 during the period.



                                       12


Comparison Of Operating Results For The Six Months Ended June 30, 2004 And
June 30, 2003

     General. Net income decreased by $187,000 and amounted to a loss of $51,000
for the six months ended June 30, 2004 compared with a profit of $136,000 for
the six months ended June 30, 2003. Basic and diluted earnings per share
decreased by $.16 and amounted to a loss of $.04 for the six months ended June
30, 2004 compared with a profit of $.12 per share for the six months ended June
30, 2003. The decrease was primarily attributable to a $158,000 increase in
non-tax deductible professional fees related to a definitive agreement for the
sale of all the common stock of the Company dated April 8, 2004 and a $129,000
decrease in other non-interest income.

     Interest Income. Interest income decreased by $216,000 and amounted to $3.3
million for the six months ended June 30, 2004 compared with $3.5 million for
the six months ended June 30, 2003. The decrease was primarily attributable to a
decrease in the annualized yield on average interest-earning assets to 5.13% for
the six months ended June 30, 2004 from 5.36% for the six months ended June 30,
2003. The decrease in the annualized yield was primarily attributable to a
decline in market rates that has resulted in the repricing of interest earning
assets at rates which are near 50 year lows. In addition, there was a $2.6
million decrease in average interest -earning assets from $132.1million for the
six months ended June 30, 2003 to $129.5 million for the six months ended June
30, 2004.

     Interest Expense. Interest expense decreased $239,000 and amounted to $1.7
million for the six months ended June 30, 2004 compared with $1.9 million for
the six months ended June 30, 2003. The decrease was primarily attributable to a
decrease in the average cost of interest-bearing liabilities to 2.95% for the
six months ended June 30, 2004 from 3.33% for the six months ended June 30, 2003
due primarily to a decrease in the average cost of certificates of deposit.
There was also a $1.7 million decrease in average interest-bearing liabilities
primarily due to a reduction in borrowed funds.

     Provision For Loan Losses. The Company added $7,000 to its allowance for
loan losses for the six months ended June 30, 2004 compared with no provision
for the six months ended June 30, 2003. The increase in the provision was
primarily attributable to an increase in total loans receivable and in the
amount of commercial real estate loans in the portfolio, which by their nature
generally experience higher rates of losses than single family loans. The
allowance for loan losses was $354,000 at June 30, 2004 and $347,000 at December
31, 2003 and amounted to .38% of loans receivable and .36% of loans receivable,
respectively. Future additions to the Company's allowance for loan losses and
any change in the related ratio of the allowance for loan losses to
non-performing loans are dependent upon various factors such as the performance
and composition of the Company's loan portfolio, the economy, changes in real
estate values, interest rates and the view of the regulatory authorities toward
allowance levels and inflation.

     On a quarterly basis, management of the Bank meets to review the allowance
for loan losses. Management classifies loans in compliance with regulatory
classifications. Classified loans are individually reviewed to arrive at
specific reserves for those loans. Once the specific portion of the allowance is
calculated, management calculates a historical portion for each loan category
based on loan loss history, peer data, current economic conditions and trends in
the portfolio, including delinquencies and impairments, as well as changes in
the composition of the loan portfolio. In addition, various regulatory agencies,
as an integral part of their examination process, periodically review the Bank's
allowance for losses on loans. Such agencies may require the bank to provide
additions to the allowance based upon judgements which differ from those of
management. Although management believes the allowance for loan losses was at a
level to absorb probable incurred losses on existing loans at June 30, 2004,
there can be no assurance that such losses will not exceed estimated amounts.

     Non-Interest Income. Non-interest income decreased $129,000 and amounted to
$181,000 for the six months ended June 30, 2004 compared with $310,000 for the
six months ended June 30, 2003. The decrease was primarily attributable to a
$128,000 decrease in gain on the sale of investment securities available for
sale and a $37,000 decrease in gains on the sale of mortgage loans held for
sale. These decreases were partially offset by a $62,000 recovery from an
embezzlement recorded during the first quarter of 2004.

     Non-Interest Expense. Non-interest expense increased $131,000 and amounted
to $1.9 million for the six months ended June 30, 2004 compared with $1.7
million for the six months ended June 30, 2003. The increase was primarily
attributable to a $158,000 increase in professional fees.

     Income Tax Expense. Income tax expense decreased $47,000 and amounted to
$23,000 for the six months ended June 30, 2004 compared with $70,000 for the six
months ended June 30, 2003. The decrease was primarily

                                       13





attributable to a decrease in pre-tax income. Because certain expenses related
to the merger and acquisition agreement were not tax deductible, the Company was
not able to recognize an additional tax benefit of approximately $40,000 during
the period.

Item 3. Controls and Procedures.

     (a) Evaluation of Disclosure Controls and Procedures: An evaluation of the
Company's disclosure controls and procedures (as defined in Section 13(a)-14(c)
of the Securities Exchange Act of 1934 (the "Act")) was carried out under the
supervision and with the participation of the Company's Chief Executive Officer,
Chief Financial Officer and several other members of the Company's senior
management within the 90-day period preceding the filing date of this quarterly
report. The Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures as currently in
effect are effective in ensuring that the information required to be disclosed
by the Company in the reports it files or submits under the Act is (i)
accumulated and communicated to the Company's management (including the Chief
Executive Officer and Chief Financial Officer) in a timely manner, and (ii)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms.

     (b) Changes in Internal Controls: In the quarter ended June 30, 2004, the
Company did not make any significant changes in, nor take any corrective actions
regarding, its internal controls or other factors that could significantly
affect these controls.

Item 4. New Accounting Pronouncements

     Adoption of New Accounting Standards: During 2003, the Company adopted FASB
Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, FASB Statement 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equities, FASB Statement 132
(revised 2003), Employer's Disclosures about Pensions and Other Post retirement
Benefits, FASB Interpretation 45, Guarantor's Accounting and Disclosure
Requirements for Guarantees, and FASB Interpretation 46, Consolidation of
Variable Interest Entities. Adoption of the new standards did not materially
affect the Company's operating results or financial condition

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     The Company and its subsidiary are involved as plaintiff or defendant in
various legal actions arising in the normal course of their businesses. While
the ultimate outcome of the various legal proceedings involving the Company and
its subsidiary cannot be predicted with certainty, it is the opinion of
management, after consultation with counsel, that the resolution of these legal
actions should not have a material effect on the Company's consolidated
financial position or results of operations.

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Debt

     None

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

     On April 23, 2004, the annual meeting of stockholders was held. At the
meeting, Mary Ann Hass and Joseph A. Graber were elected to serve as directors
with terms expiring in 2007. Continuing on as directors were Gregory W. Rose and
Mark W. Ferstel whose terms will expire in 2006 and Frank J. Donati whose term
will expire in 2005. In addition, the stockholders ratified the appointment of
Crowe, Chizek and Company LLC as the Company's independent auditors for the
fiscal year ending December 31, 2004 and defeated a stockholder proposal
regarding management employment contracts.

                                       14





     The voting on each item presented at the annual meeting was as follows:




Election of Directors                          For          Withheld
                                               ---          --------
                                                      
Mary Ann Hass                                  944,161      132,729
Joseph A. Graber                               949,748      127,142

Ratification of the appointment of Crowe       For          Against      Abstain   Broker Non-Votes
Chizek and Company LLC as the Company's        ---          -------      -------   ----------------
auditors for the fiscal year
ending December 31, 2004                       1,065,915     10,900          75          None

                                               For          Against      Abstain   Broker Non-Votes
                                               ---          -------      -------   ----------------
The stockholder proposal regarding
management employment contracts                212,777      454,393      72,130        337,590




Item 5. Other Information

     None

Item 6. Exhibits and Reports

     (A) Exhibits
     31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14a
          and 15d-14a.
     31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14a
          and 15d-14a.

     32.1 Certifications of Chief Executive Officer and Chief financial Officer
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (B) 1. Form DEFA14A dated April 8, 2004, Registrant issued a press release
dated April 8, 2004 regarding the signing of a definitive agreement for the sale
of all the common stock of the Company to Diamond Bancorp, Inc.

          2. Form 8-K dated April 15, 2004, Registrant issued a press release
dated April 15, 2004 regarding first quarter 2004 earnings and the declaration
of a regular quarterly dividend.

          3. Form PREM14A dated June 10, 2004, Registrant filed a preliminary
proxy regarding the agreement and plan of merger dated April 8, 2004 with
Diamond Bancorp, Inc.




                                       15








                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                          NORTH BANCSHARES, INC.
                                          (Registrant)



Date   August 9, 2004                     /S/ Joseph A. Graber
    ------------------                    ---------------------
                                          Joseph A. Graber
                                          President and Chief Executive Officer




Date   August 9, 2004                     /S/ Martin W. Trofimuk
    ------------------                    -----------------------
                                          Martin W. Trofimuk
                                          Vice President, Treasurer and
                                          Chief Financial Officer






                                   16



Exhibit 31.1

                                  CERTIFICATION

     I, Joseph A. Graber, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of North
Bancshares, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly represent in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

     4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15e and 15d-15e) for the small business
issuer and have;

     a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

     b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

     5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors;

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuers's internal
control over financial reporting.



Date:    August 9, 2004


                                 /S/ Joseph A. Graber
                                 ---------------------
                                 Joseph A. Graber, President
                                 and Chief Executive Officer

                                     17.



Exhibit 31.2

                                  CERTIFICATION

     I, Martin W. Trofimuk, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of North
Bancshares, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly represent in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

     4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15e and 15d-15e) for the small business
issuer and have;

     a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

     b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

     5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors;

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuers's internal
control over financial reporting.


Date:    August 9, 2004


                                  /S/ Martin W. Trofimuk
                                  -----------------------
                                  Martin W. Trofimuk, Vice President, Treasurer
                                  and Chief Financial Officer

                                    18



Exhibit 32




                                  CERTIFICATION


     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the
undersigned hereby certifies in his capacity as an officer of North Bancshares,
Inc. (the "Company") that the Quarterly Report on Form 10-QSB fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of 1934
and that the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of the
Company as of the dates and for the periods presented in the financial
statements included in such report.



Dated:   August 9, 2004                   /S/ Joseph A. Graber
      ---------------------               --------------------
                                          Joseph A. Graber
                                          President and Chief Executive Officer



Dated:   August 9, 2004                   /S/ Martin W. Trofimuk
      ---------------------               ----------------------
                                          Martin W. Trofimuk
                                          Vice President, Treasurer and
                                          Chief Financial Officer


                                       19