SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20552


                                    FORM 8-K

                                 CURRENT REPORT

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


                                November 16, 2004
             ------------------------------------------------------
                Date of Report (Date of earliest event reported)


                               ASB HOLDING COMPANY
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


        United States                    0-31789                56-2317250
        -------------                    -------                ----------
(State or other jurisdiction           (File No.)             (IRS Employer
     of incorporation)                                    Identification Number)

  365 Broad Street, Bloomfield, New Jersey                07003
  ----------------------------------------                -----
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:   (974) 748-3600
                                                      --------------

                                 Not Applicable
             ------------------------------------------------------
          (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:

     |_|  Written communications pursuant to Rule 425 under the Securities Act
     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act
     |_|  Pre-commencement to communications pursuant to Rule 13e-4(c) under the
          Exchange Act



                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------

Item 2.02  Results of Operations and Financial Condition
- ---------  ---------------------------------------------

         On November 16, 2004, the  Registrant  issued a press release to report
earnings for the year ended  September 30, 2004 and to report the declaration of
a special cash dividend. A copy of the press release is furnished with this Form
8-K as exhibit 99.


Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------  ------------------------------------------------------------------


     Exhibit
     Number                Description
     ------                -----------
       99       Press Release dated November 16, 2004




                                   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 HOLDING COMPANY



Date: November 16, 2004          By:   /s/Eric B. Heyer
                                       -----------------------------------------
                                       Eric B. Heyer
                                       Senior Vice President and Chief Financial
                                       Officer