UNITED STATES
                 SECURITIES AND EXCHANGE COMISSION
                       WASHINGTON, D.C.  20549

                   SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act 
of 1934 (Amendment No.     )

Filed by the Registrant [X]
Filed by a Party other than the Registrant  [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule  
    14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12


                      NASB FINANCIAL, INC.
---------------------------------------------------------------
         (Name of Registrant as Specified in its Charter)


---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(1) Amount Previously Paid:
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(4) Date Filed:



(LOGO)


                                              December 31, 2004

Dear Stockholder:

     You are cordially invited to attend the Annual Meeting of 
Stockholders of NASB Financial, Inc. (the "Company"), which will be held 
on Friday, January 21, 2005, at 8:30 a.m. Central Standard Time, in the 
lobby of our Grandview branch office located at 12498 South 71 Highway, 
Grandview, Missouri.

     At this Annual Meeting, you are being asked to elect directors and 
ratify the appointment of our independent auditors.  The attached Notice 
of Annual Meeting and Proxy Statement describe the matters to be 
presented at the Annual Meeting.  The Board of Directors unanimously 
recommends that stockholders vote "FOR" each matter to be considered.

     YOUR VOTE IS IMPORTANT.  You are urged to sign, date, and mail the 
enclosed Proxy promptly in the postage-prepaid envelope provided.  If 
you attend the Meeting, you may vote in person even if you have already 
mailed in your Proxy.

     A copy of the Bank's Annual Report for the fiscal year ended 
September 30, 2004 accompanies the Notice of Annual Meeting and the 
Proxy Statement.  On behalf of the Board of Directors, I wish to thank 
you for your continued support.  We appreciate your interest.



                      Sincerely, 

                      /s/ David H. Hancock
                      David H. Hancock
                      Board Chairman





                          NASB FINANCIAL, INC.
                         12498 South 71 Highway
                        Grandview, Missouri 64030
                            (816) 765-2200


                                 NOTICE
                    Annual Meeting of Stockholders
                      Friday, January 21, 2005


     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 
NASB Financial, Inc. will be held at the North American Savings Bank, 
Grandview branch office located at 12498 South 71 Highway, Grandview, 
Missouri, on Friday, January 21, 2005, at 8:30 a.m., Central Standard 
Time, for the following purposes:

1.  To elect three directors of the Company to serve three-year terms.

2. To ratify the appointment by the Board of Directors of the firm of 
BKD, LLP as independent auditors of the Company and its subsidiaries for 
the fiscal year ending September 30, 2005; and

3. To transact such other business as may properly come before the 
meeting.


Pursuant to the Bylaws, the Board of Directors has fixed the close of 
business on December 15, 2004, as the record date for the determination 
of stockholders entitled to notice of and to vote at the Annual Meeting, 
or any adjournment thereof.


                                   NASB FINANCIAL, INC.

                                   /s/ Norma Rieck
                                   Norm Rieck
                                   Corporate Secretary
December 31, 2004

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, THEREFORE, WHETHER OR 
NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE VOTE, 
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE 
WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.  THIS 
WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ARE PRESENT AT THE 
ANNUAL MEETING.





                           NASB FINANCIAL, INC.
                          12498 South 71 Highway
                        Grandview, Missouri 64030
                             (816) 765-2200

                             PROXY STATEMENT
                     Annual Meeting of Stockholders
                             January 21, 2005
 
                     VOTING AND SOLICITATION OF PROXIES

     This proxy statement and the accompanying form of proxy are 
furnished in connection with the solicitation of proxies by the Board of 
Directors of NASB Financial, Inc. ("NASB" or the "Company") for the 
Annual Meeting of Stockholders (hereinafter called the "Meeting") to be 
held at the North American Savings Bank, Grandview branch office located 
at 12498 South 71 Highway, Grandview, Missouri on Friday, January 21, 
2005, at 8:30 a.m.  The Annual Report to stockholders for fiscal year 
2004, including consolidated financial statements for the fiscal year 
ended September 30, 2004, accompanies this statement.  The Company is 
required to file an Annual Report and Form 10-K for its fiscal year 
ended September 30, 2004, with the Securities and Exchange Commission 
("SEC").

     This proxy statement and the accompanying proxy are first being 
sent to the stockholders on or about December 31, 2004.

     Regardless of the number of shares you own, it is important that 
your stock be represented at the Meeting.  No action can be taken unless 
a majority of the outstanding shares of Common Stock is represented.  To 
make sure your shares are represented at the Meeting, please sign and 
date the proxy card and return it in the enclosed prepaid envelope.

     If the enclosed proxy is properly executed and returned, and is not 
revoked, it will be voted in accordance with the specifications made by 
the stockholder.  The proxy form provides a space for you to withhold 
your vote for the nominees for the Board of Directors, if you choose to 
do so.  You may indicate the way you wish to vote on each matter in the 
space provided.  Executed but unmarked proxies will be voted FOR the 
election of the director nominees named in the proxy statement and FOR 
the ratification of the selection of auditors.

     You may revoke your proxy at any time prior to its exercise.  NASB 
has not established formal procedures for revocation.  The cost of 
soliciting the proxies will be borne by NASB.  In addition to the 
solicitation of proxies by mail, proxies may be solicited by directors, 
officers or regular employees of the Company in person or by telephone 
or telegraph.  The Company will also request persons, firms, and 
corporations holding shares in their names, or in the names of their 
nominees, which are beneficially owned by others, to send proxy material 
to and obtain proxies from such beneficial owners and will reimburse 
such holders for their reasonable expenses in so doing.  No additional 
compensation shall be paid to directors, officers and regular employees 
of the Company in consideration of services rendered to the solicitation 
of proxies.

     The securities which can be voted at the Meeting consist of shares 
of Common Stock of NASB Financial, Inc., with each share entitling its 
owner to one vote on matters other than the election of directors, in 
respect of which cumulative voting is permitted, as discussed below.  
The close of business on December 15, 2004, has been fixed by the Board 
of Directors as the record date for determination of stockholders 
entitled to vote at the meeting.  The number of shares of Common Stock 
outstanding on the record date was 8,455,442.

     The presence, in person or by proxy, of at least a majority of the 
total number of outstanding shares of Common Stock is necessary to 
constitute a quorum at the Meeting.  In the event there are not 
sufficient votes for a quorum, the Meeting may be adjourned in order to 
permit further solicitation of proxies.

     No person is authorized to give any information or to make any 
representation other than as contained in this proxy statement, and if 
given or made, such information may not be relied upon as having been 
authorized.

                                   1



            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     Persons and groups owning in excess of five percent (5%) of NASB's 
Common Stock are required to file certain reports regarding such 
ownership with NASB and with the SEC.  The Company has not been 
notified, nor does it have any reason to believe, that any person, other 
than Mr. David H. Hancock and Michael G. Dunn, owns more than 5% of 
NASB's Common Stock as of November 30, 2004.


                 Name and Address of    Amount and Nature     Percent of
Title of Class    Beneficial Owner         of Ownership        Class (2)
------------------------------------------------------------------------
Common Stock     David H. Hancock          4,282,901             50.7%
                 12498 South 71 Highway   shares total (1)(2)
                 Grandview, MO 64030 

Common Stock     Michael G. Dunn             917,636             10.9%
                 102 Georgia St.          shares total   
                 St. Simons, GA  31522

1) Includes 10,000 shares which Mr. Hancock has the right to acquire 
pursuant to the options he holds under the Stock Option Plan, but which 
have not been exercised.
2) Includes 272,068 shares which are owned by Mr. Hancock's spouse, 
Linda S. Hancock.  Mr. Hancock disclaims beneficial ownership of these 
shares and their inclusion in the totals above shall not be deemed as an 
admission that Mr. Hancock is the beneficial owner of such shares for 
purposes of Section 16 of the Exchange Act or for any other purposes.
3) The calculation of percent of class is based on the number of shares 
of Common Stock outstanding as of November 30, 2004, excluding shares 
held by the Company as treasury stock.
-----------------------

     As of November 30, 2004, all executive officers and directors as a 
group owned 4,464,999 shares of NASB's Common Stock and have options to 
acquire an additional 12,000 shares for a total of 4,476,999, or 53.0%. 
 

PROPOSAL 1: ELECTION OF DIRECTORS

     At each election of directors, every stockholder entitled to vote 
has the right to vote, in person or by proxy, the number of shares owned 
by him for as many persons as there are directors to be elected to a 
particular class.  A stockholder may cumulate his votes by voting the 
total number of votes to which he is entitled for any one candidate or 
distribute them equally or unequally among the candidates.  The total 
votes for all candidates cannot be more than the number of all 
candidates to be elected multiplied by the number of his shares.  
Stockholders may exercise their right to cumulative voting by attaching 
to their proxy card instructions indicating how many votes their proxy 
should give each candidate.  The Board of Directors reserves the right 
to cumulate votes with respect to proxies assigned to the Board unless 
authorization is expressly withheld or instruction is otherwise given.

     The directors are divided into three classes.  Two directors are to 
be elected at this meeting.  The three nominees for these positions 
currently serve on the Board of Directors and are seeking election or 
re-election to serve until the 2008 Annual Meeting; or until their 
successors are elected and qualified to serve.  The three nominees are 
Barrett Brady, A. Ray Cecrle, and Keith Cox.

     It is the intention of the Board of Directors to vote the proxies 
for the election of all of the nominees named below for directors, or, 
at their discretion, cumulatively vote for any one or more, unless the 
proxy is marked to indicate that such authorization is expressly 
withheld.  Management believes that all such nominees will stand for 
election, but if any person nominated fails to stand for election, the 
Board of Directors reserves full discretion to vote for any other person 
who may be nominated.  Management believes that each nominee named 
herein will serve if elected as a director.

     Pursuant to the Bylaws of the Company, the Board of Directors acts 
as a nominating committee for selecting the management nominees for 
election as directors.  Except in the case of a nominee substituted as a 
result of the death or other incapacity of a management nominee, the 
nominating committee shall deliver written nominations to the secretary 
at least 20 days prior to the date of the annual meeting.  No 
nominations for directors except those made by the nominating committee 
shall be voted upon at the annual meeting unless other nominations by 
shareholders are made in writing and delivered to the secretary of the 
Company at least one-hundred twenty days and not more than one-hundred 
eighty days prior to the date of the annual meeting.  


                                    2



Ballots bearing the names of all persons nominated by the nominating 
committee and by shareholders shall be provided for use at the annual 
meeting.  However, if the nominating committee shall fail or refuse to 
act at least 20 days prior to the annual meeting, nominations for 
directors may be made at the annual meeting by any shareholder entitled 
to vote and shall be voted upon.  Such recommendations must contain the 
name, age, business address, residence address, and the principal 
occupation or employment of each such recommended nominee as would be 
required under the rules of the SEC in a proxy statement soliciting 
proxies for the election of such recommended nominee as a director.  
Such recommendations shall include a signed consent to serve as a 
director of the Company, if elected, from each such recommended nominee.



                           BOARD OF DIRECTORS

INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
     The nominees, their ages, principal occupations or employment for 
the past five years and positions with the Company's subsidiary, North 
American Savings Bank, F.S.B. (the "Bank"), the year each was first 
elected as director of NASB, and the amount of Common Stock and percent 
thereof beneficially owned by each on November 30, 2004, are shown on 
the following table.  "Beneficial ownership" includes: stock held in 
joint tenancy; stock owned as tenants in common; stock owned or held by 
a spouse or other member of the nominee's household; and stock in which 
the nominee has or shares voting or investment power, even though the 
nominee disclaims any beneficial interest in such stock.  Each director 
of the Company is also a member of the Board of Directors of the Bank.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH 
NOMINEE.







                                                            AMOUNT AND NATURE OF	
                                                             BENEFICIAL OWNERSHIP	
NAME AND BUSINESS EXPERIENCE                        DIRECTOR   OF COMMON STOCK AS   PERCENT
DURING LAST FIVE YEARS                        AGE    SINCE      OF RECORD DATE      OF CLASS
------------------------------------------------------------------------------------------------
                                                                          
NOMINEES - THREE YEAR TERMS EXPIRING IN 2008
--------------------------------------------
BARRETT BRADY                                  58     1993    8,900 shares (directly)   0.1%
Senior Vice President of Highwoods Properties, Inc.
President and Chief Executive Officer of J.C. Nichols
1995-1998.  

KEITH B. COX                                   43     2001     28,724 shares            0.3%
President of North American Savings Bank.  From 1996            (directly)(1)   
to 2002, served as Executive Vice President and Chief
Financial Officer, and from 1990 to 1996, served as Vice  
President and Controller of North American.

A. RAY CECRLE                                  64     2003     5,100 shares             0.1%
First Vice President of Stifel, Nicolaus and                   (directly)(2)
Company, Inc. since 1984.  He joined Stifel,                
Nicolaus and Company, Inc. in 1966.                  

DIRECTORS WHOSE TERMS EXPIRE IN 2006
--------------------------------------------
FREDERICK V. ARBANAS                           65     1974    12,477 shares             0.2%
Retired President of Fred Arbanas, Inc., Advertising          (9,409 directly and
Agency, Grandview, Missouri since 1969.                        3,068 indirectly)

W. RUSSELL WELSH                               55     1997    25,148 shares (directly)  0.3%
President & CEO of the law firm Polsinelli 
Shalton Welte Suelthaus.

                                    3

NOMINEES - THREE YEAR TERMS EXPIRING IN 2007
--------------------------------------------
DAVID H HANCOCK                                59     1990    4,282,901 shares          50.7%
Board Chairman and Chief Executive Officer of                 (4,010,833 directly and
North American Savings Bank since 1990.  Also                  272,068 indirectly)(3)(4)
serves as Board Chairman of Nor-Am Service                    
Corporation, a wholly owned subsidiary of 
North American. 

LINDA S. HANCOCK                               54     1995    4,282,901 shares          50.7%
Owner of Linda Smith Hancock Interiors                        (272,068 directly and 
since 1974.                                                    4,010,833 indirectly)(5)




-----------------------
(1) Includes 500 shares which Mr. Cox has the right to acquire pursuant 
to options he holds under the 2004 Stock Option Plan, which have not 
been exercised.
(2) In November 2003, Mr. Cecrle was appointed by the Board of Directors 
to replace Mr. James Watson on the Board of NASB Financial, Inc.  Mr. 
Cecrle was also appointed to replace Director Welsh on the audit 
committee and meets the audit committee independence requirements as 
prescribed by provisions of the Sarbanes-Oxley Act.  Mr. Watson 
continues to serve as Vice President of NASB Financial, Inc., and 
Executive Vice President of North American Savings Bank, F.S.B.
(3) Includes 10,000 shares which Mr. Hancock has the right to acquire 
pursuant to options he holds under the 2004 Stock Option Plan, but which 
have not been exercised.
(4) Includes 272,068 shares owned by Linda S. Hancock.  David H. Hancock 
is the spouse of Linda S. Hancock.  David H. Hancock disclaims 
beneficial ownership of securities owned by Linda S. Hancock and this 
report shall not be deemed an admission that he is the beneficial owner 
of such securities for purposes of Section 16 of the Exchange Act or for 
any other purposes.
(5) Includes 4,010,833 shares owned by David H. Hancock.  Linda S. 
Hancock is the spouse of David H. Hancock.  Linda S. Hancock disclaims 
beneficial ownership of securities owned by David H. Hancock and this 
report shall not be deemed an admission that she is the beneficial owner 
of such securities for purposes of Section 16 of the Exchange Act or for 
any other purposes.

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

     The Board of Directors held 12 regular meetings during the fiscal 
year ended September 30, 2004.  All directors attended more than 75% of 
the meetings of the Board of Directors and committees to which they 
belong.

AUDIT COMMITTEE
     The Audit Committee has the responsibility of reviewing the scope 
and results of audits performed by the Bank's independent auditors and 
reviewing the findings and recommendations of NASB's internal auditor 
and compliance officer.  The audit committee is comprised of Frederick 
V. Arbanas, Barrett Brady, and A. Ray Cecrle. 

     In 1999, the SEC, the New York Stock Exchange ("NYSE"), the 
National Association of Securities Dealers ("NASD"), and the American 
Institute of Certified Public Accountants ("AICPA") partnered to 
establish a Blue Ribbon Committee on Improving the Effectiveness of 
Corporate Audit Committees.  The Blue Ribbon Committee's report, which 
was issued and adopted in February 1999, set forth new requirements 
designed to strengthen the effectiveness of audit committees of publicly 
traded companies.  In meeting these new requirements, NASB's Board of 
Directors adopted an amended Audit Committee Charter on June 26, 2003, 
which is set forth in Appendix A.

AUDIT COMMITTEE REPORT
     In accordance with the written charter adopted by the Board of 
Directors, the Audit Committee of the Board (the "Committee") assists 
the Board in fulfilling its responsibilities for oversight of the 
quality and integrity of the accounting, auditing and financial 
reporting practices of the Company.  During fiscal 2004, the Committee 
met four times, and the Committee chair, as representative of the 
Committee, discussed the interim financial information contained in each 
quarterly earnings announcement with the CFO and independent auditors 
prior to public release.

                                   4



     In discharging its oversight responsibility as to the audit 
process, the Audit Committee obtained from the independent auditors a 
formal written statement describing all relationships between the 
auditors and the Company that might bear on the auditors' independence 
consistent with Independence Standards Board Standard No. 1, 
"Independence Discussion with Audit Committees," discussed with the 
auditors any relationships that may impact their objectivity and 
independence and satisfied itself as to the auditors' independence.  The 
Committee also discussed with management, the Internal Audit Manager, 
and the independent auditors the quality and adequacy of the Company's 
internal controls and the internal audit function's organization, 
responsibilities, budget and staffing.  The Committee reviewed with both 
the independent auditors and the Internal Audit Manager their audit 
plans, audit scope, and identification of audit risks.

     The Committee discussed and reviewed with the independent auditors 
all communications required by generally accepted auditing standards, 
including those described in Statement on Auditing Standards No. 61, as 
amended, "Communication with Audit Committees" and, with and without 
management present, discussed and reviewed the results of the 
independent auditors' examination of the financial statements.  The 
Committee also discussed the results of the internal audit examinations.

     The Committee reviewed the audited financial statements of the 
Company as of and for the fiscal year ended September 30, 2004, with 
management and the independent auditors.  Management has the 
responsibility for the preparation of the Company's consolidated 
financial statements and the independent auditors have the 
responsibility for the examination of those statements.

     Mr. Barrett Brady serves as the Audit Committee's financial expert, 
and is qualified to do so as prescribed by provisions of the Sarbanes-
Oxley Act.

     Based on the above mentioned review and discussions with management 
and the independent auditors, the Committee recommended to the Board 
that the Company's audited financial statements be included in its 
Annual Report on Form 10-K for the fiscal year ended September 30, 2004, 
for filing with the Securities and Exchange Commission.  The Committee 
also recommended the appointment, subject to shareholder approval, of 
BKD, LLP as the Company's independent auditors for the fiscal year ended 
September 30, 2005, and the board concurred with that recommendation.

    December 20, 2004     Barrett Brady, Audit Committee Chairman
                          Frederick V. Arbanas
                          	A. Ray Cecrle


 DIRECTORS' AND COMMITTEE MEMBERS' REMUNERATION
     Directors who are not paid a salary by the Bank or a subsidiary 
during the fiscal year ended September 30, 2004, received fees as 
follows from October 1, 2003, through April 30, 2004:  $1,000 per board 
meeting attended, and $250 per meeting to members of all standing 
committees, if such committee meeting was not held in conjunction with a 
board meeting.  Beginning May 1, 2004, fees were increased to $1,250 per 
board meeting attended and $400 for committee meetings, if such 
committee meeting was not held in conjunction with a board meeting.


EXECUTIVE OFFICERS
     The following sets forth information about the executive officers 
who are not directors of NASB or who have not been employed by the Bank 
for five years.  All executive officers are appointed by the Board of 
Directors and serve at the discretion of the Board.

     Paul L. Thomas, age 37, serves as the Bank's Executive Vice 
President and Chief Credit Officer.  From October 2000 to December 2002, 
Mr. Thomas was the Chief Executive Officer and Board Chairman of 
Community Bank in Excelsior Springs, which merged with the Bank on 
December 19, 2002.  Prior to that time, he was a Vice President of 
Commercial Real Estate lending for North American Savings Bank.

     James A. Watson, age 57, has served as the Bank's Executive Vice 
President of Branch Operations since 1992.  Prior to this, he served as 
Vice President from 1984-1990 and as Senior Vice President from 1990 to 
1992.  Mr. Watson also served as Director of the Bank and the Company 
from 1993 to 2003.  During 2003, he was replaced on the Board of 
Directors by Mr. A. Ray Cecrle because the Sarbanes-Oxley legislation 
caused the Company's need to add an "outside" director to the Audit 
Committee.
 
     Rhonda Nyhus, age 39, is the Bank's Senior Vice President and Chief 
Financial Officer.  From February 1995 to August 1997, she worked as 
Internal Audit Manager for the Bank.  Prior to that time, she had six 
years of experience with the accounting firm of Grant Thornton.

                                   5



     Wade Hall, age 37, is the Bank's Senior Vice President of 
Commercial Real Estate Lending.  Before joining the Bank in 2000, he was 
an attorney in private practice.  Prior to that he was Executive Vice 
President of Strategic Development for a publicly-held financial 
services company.  He has fourteen years of lending experience.      

     Bradley A. Lee, age 50, has served as a Sr. Vice President in 
Construction Lending with the Bank for eight years. His twenty-three 
years of experience in banking include serving as VP at Mercantile Bank 
in Commercial Lending from 1991 to 1995 and as Sr. Vice President at 
Mark Twain Banks from 1981 to 1991.

     John Nesselrode, age 45, has worked for the Bank for nineteen 
years, first as Investment Officer, and now as Sr. Vice President/Chief 
Investment Officer.

     Bruce J. Thielen, age 44, started with the Bank thirteen years ago 
as Manager of Loan Servicing.  Since January 1995, he has assumed 
additional responsibilities as the manager of the Residential Lending 
Department and is presently a Sr. Vice President.  

     Dena Sanders, age 36, is Senior Vice President of Retail Banking 
for North American.  She joined the Bank in 1998 and has served as a 
portfolio loan officer and as Vice President in both Construction and 
Consumer lending.


EXECUTIVE COMPENSATION
     The following table sets forth information concerning the 
compensation of the Chief Executive Officer and four most highly 
compensated executive officers who received compensation of $100,000 or 
more and served in such capacities as of September 30, 2004.






                                                                                  STOCK    ALL OTHER
NAME AND PRINCIPAL                          FISCAL        SALARY      BONUS      OPTIONS      COMP.
POSITION WITH BANK                           YEAR            $          $        (NUMBER)     $(1)
------------------------------------------------------------------------------------------------------
                                                                              
DAVID H. HANCOCK                             2004         252,000      80,600    10,000        4,890
Board Chairman, CEO and Director             2003         252,000     250,600        --        6,000
                                             2002         246,000     225,500        --        5,500

KEITH B. COX                                 2004         192,500      62,100       500        6,600 
President and Director                       2003         183,750      45,600        --        6,349
                                             2002         151,667      40,500        --        5,750 

PAUL L. THOMAS                               2004         140,000     110,700        --        3,153
Executiv Vice President and                  2003         135,000      40,000        --        4,340
Chief Credit Officer                         

BRAD LEE                                     2004         130,000     130,600        --        6,250
Senior Vice President of                     2003         125,000     103,201        --        6,843
Construction Lending                         2002         113,750      60,500        --        5,227

JOHN M. NESSELRODE                           2004         135,000     135,600        --        5,794
Senior Vice President and                    2003         132,500      45,600        --        5,293
Chief Investment Officer                     2002         127,500      30,500        --        4,740






-----------------------
(1)Includes contributions to the Company's 401(k) Plan on behalf of 
each of the named executive officers to match predefined portion of 
the 2004 pre-tax elective deferral contribution (included under the 
"salary" column) made to such plan and discretionary contributions 
made to the plan on behalf of the named executive officer.
-----------------------

     Cash compensation for the fiscal year ended September 30, 2004, 
totaled $2,175,475 for all ten executive officers as a group.

OPTION GRANTS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2004, TO THE 
ABOVE NAMED EXECUTIVE OFFICERS.
     On July 27, 2004, the Board granted to David H. Hancock the option 
to acquire 10,000 shares, and to Keith B. Cox the option to acquire 500 
shares of the Company's Common Stock.  Also on July 27, 2004, the Board 
granted the option to acquire a total of 1,500 shares to other executive 
officers who are not listed above.  The exercise price of all options 
granted during fiscal 2004 was $35.50, which was equal to the fair 
market value of the Company's Common Stock on the date of the grants.

                                   6



OPTION EXERCISES AND FISCAL YEAR-END VALUES
     The following table sets forth all stock options exercised by the 
named executives during the fiscal year ended September 30, 2004, and 
the number and value of unexercised options held by such executive 
officers at the fiscal year-end.






                                                                               VALUE OF UNEXERCISED
                     SHARES                    NUMBER OF UNEXERCISED         IN-THE MONEY OPTIONS AT
                    ACQUIRED      VALUE       OPTIONS AT FISCAL YEAR-END       FISCAL YEAR-END (2)
                                            -----------------------------   --------------------------
NAME              ON EXERCISE   REALIZED(1)   EXERCISABLE  UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
------------------------------------------------------------------------------------------------------
                                                                         
David H. Hancock         --          --              --        10,000         $     --     $ 39,200
Keith B. Cox             --          --              --           500         $     --     $  1,960




-----------------------
(1) Difference between fair market value of underlying securities at 
date of exercise and the exercise price.
(2) Difference between fair market value of underlying securities at 
fiscal year-end and the exercise price.
-----------------------

EMPLOYMENT AGREEMENTS
     There are currently no employment agreements.

EXECUTIVE COMPENSATION PLAN
     The executive compensation program is based on beliefs and guiding 
principles designed to align compensation with business strategy and 
company values.  The Company supports a performance-oriented environment 
that rewards performance not only with respect to the individual's 
contribution to the Company but also Company performance as compared to 
that of the industry performance levels.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
     The Compensation Committee of the Board of Directors is composed of 
independent directors Frederick V. Arbanas, Barrett Brady, and A. Ray 
Cecrle.  The Committee is responsible for setting and administering the 
policies that govern both annual executive compensation and stock 
ownership programs.

     The Compensation Committee evaluated a variety of objective factors 
to determine the base salaries, incentive bonuses, and stock option 
awards to the Bank's executives.  In setting the executive compensation 
for the Chief Executive Officer and the President, the committee 
examined the Company's corporate performance ratios compared to peer 
group averages, the Company's stock price performance over the last five 
years in relationship to peer groups and industry indexes, and the 
Company's executive compensation compared to salary surveys of financial 
institutions in the industry with similar characteristics of the 
Company.  Specifically, the Company's return on assets ("ROA") was 2.04% 
during the year ended September 30, 2004, while its return on equity 
("ROE") was 18.88%.  Comparatively, information on the FDIC's web site 
reports that, for the nine-month period ended September 30, 2004, all 
savings institutions as a whole had an ROA of 1.19% and an average ROE 
of 11.22%.  The Compensation Committee also compares cash compensation 
paid to executives to the Company's national peer group of institutions 
with $1 billion in assets or greater as listed in the 2004 Key Executive 
Total Compensation Survey published by The Delves Group in conjunction 
with the Bank Administration Institute.  Based on that survey, the total 
cash compensation paid to the Company's Chief Executive Officer during 
the year ended September 30, 2004, was approximately 41.9% below the 
national peer group average for that position.  The total cash 
compensation paid to the Company's President for the year ended 
September 30, 2004, was approximately 18.1% below the national peer 
group average for that position.   


COMPARATIVE STOCK PERFORMANCE GRAPH
     The following graph shows the cumulative total return on the common 
stock of the Bank over the last five fiscal years, compared with the 
cumulative total return of the NASDAQ Stock Market (U.S. Companies) 
Index and the NASDAQ Financial Institutions Index over the same period. 
 Cumulative total return on the stock or the index equals the total 
increase in the value since September 30, 1999, assuming reinvestment of 
all dividends paid into the stock or the index respectively.  The graph 
was prepared assuming that $100 was invested on September 30, 1999, in 
common stock of the Bank in the indexes.

                                   7



NASB, NASDAQ Stock Market (U.S. Companies) and NASDAQ






INDEX                     9/30/99   9/30/00   9/30/01   9/30/02   9/30/03   9/30/04
-------------------------------------------------------------------------------------
                                                          
NASB Financial, Inc.      $ 100     $ 143     $ 148     $ 211     $ 354     $ 413
NASDAQ (U.S.)             $ 100     $ 134     $  55     $  43     $  65     $  69
NASDAQ Financial Stocks   $ 100     $ 106     $ 122     $ 131     $ 154     $ 177




                                   





                            BENEFITS

RETIREMENT PLAN
     During the fiscal year ended September 30, 2004, North 
American maintained a 401(k) Qualified Defined Contribution Plan 
("Plan") for all employees who worked at least 1,000 hours per 
year, were 21 years of age, and had been employed for one year.  
This Plan complies with the requirements of the Employment 
Retirement Income Security Act ("ERISA") of 1974.  The Plan 
provides, in general, that an employee may elect to contribute from 
1% to 15% of annual salary on a pre-tax basis and the Bank will 
contribute 50% of the employee's contribution, up to a maximum of 
3% of the employee's salary, subject to IRS limits.  Employees are 
100% vested in the employer's contributions after three years of 
service to the Bank.  Benefits under the Plan are determined by the 
contributions of the Bank and the participant.  Normal retirement 
age is 65.  Upon retirement, the participant elects the manner in 
which the accrued contributions plus earnings are to be received.

     The aggregate contributions by the Bank under the Plan for 
named executive officers during the fiscal year ended September 30, 
2004, were: David Hancock, $4,890; Keith B. Cox, $6,600; Paul L. 
Thomas, $3,153; Brad Lee, $6,250; John M. Nesselrode, $5,794; and 
for all executive officers as a group were $48,173.  Total accrued 
contributions by the bank are: David Hancock, $66,134; Keith B. 
Cox, $52,197; Paul L. Thomas, $7,493; Brad Lee, $34,256; and John 
M. Nesselrode, $49,224.

2004 STOCK OPTION PLAN
     On January 27, 2004, stockholders of NASB approved a new 
equity stock option plan ("2004 Stock Option Plan").  Under the 
2004 Stock Option Plan, options to purchase up to 250,000 shares of 
Common Stock may be granted to officers and employees of the Bank 
and its subsidiaries.  As of September 30, 2004, there were 237,000 
shares of Common Stock remaining available for issue under the 2004 
Stock Option Plan.

     The options granted are intended to be incentive stock options 
under Section 442A of the Internal Revenue Code as amended.  
Qualified stock options must be granted by the tenth anniversary of 
the effective date of the 2004 Stock Option Plan.  The option price 
may not be less than 100% of the fair market value of the shares on 
the date of the grant.  No option shall be exercisable after the 
expiration of ten years from its date of the grant.

                                   8


     The Board of Directors administers the 2004 Stock Option Plan. 
The Board selects the employees to whom options are to be granted 
and the number of shares to be granted based upon, among other 
things, an employee's length of service, the amount of 
compensation, and the nature of responsibilities, duties and 
functions.

     The Board may, in its discretion, authorize NASB to accept the 
surrender by the optionee of the right to exercise an option in 
consideration for the payment by NASB of an amount equal to the 
excess of the fair market value of the shares of Common Stock 
subject to such option surrendered over the total exercise price.  
Such payment may be made in Common Stock and/or cash.

Federal Income Tax Consequences
     Incentive stock options are designed to result in beneficial 
tax treatment to the optionee and do not result in a tax deduction 
for the Company.  The optionee is not taxed upon grant or exercise 
of an incentive stock option; rather, taxation is deferred until 
the sale or other disposition of the underlying shares.	

     During the year ended September 30, 2004, the Board issued new 
stock options as follows:  10,000 at $35.50 with a 5-year 
expiration and; 3,000 at $35.50 with a 10-year expiration.  As of 
September 30, 2004, outstanding options may be exercised as 
follows:




First Exercise Date            Number of Shares      Exercise Price
-------------------------------------------------------------------
                                                   
July 27, 2005                          2,600             $35.50
July 27, 2006                          2,600             $35.50
July 27, 2007                          2,600             $35.50
July 27, 2008                          2,600             $35.50
July 27, 2009                          2,600             $35.50
                                     ---------
TOTAL                                 13,000
                                     =========




     As of September 30, 2004, none of the options granted under 
the 2004 Stock Option Plan have been exercised.  Options held by 
executive officers who are directors are included in the table 
under beneficial ownership.  All executive officers as a group hold 
options to purchase 12,000 shares.

1986 STOCK OPTION PLAN 
     During fiscal year 1986, stockholders of NASB approved a stock 
option plan ("1986 Stock Option Plan").  Amendments to the 1986 
Stock Option Plan were made in 1988 and 1994, and were submitted to 
and approved by the shareholders.  Under the 1986 Stock Option 
Plan, options to purchase up to 931,592 shares of Common Stock 
(adjusted to reflect subsequent stock dividends and stock split 
less those exercised) were authorized to be granted to officers and 
employees of the Bank and its subsidiaries.  The time frame for 
issuing new Option Agreements under the 1986 Stock Option Plan has 
expired. 

     As of September 30, 2004, 712,576 of the options granted under 
the 1986 Stock Option Plan have been exercised.  There are no 
outstanding options under the 1986 Stock Option Plan.

TRANSACTIONS WITH NORTH AMERICAN
     NASB, prior to the Financial Institutions Reform Recovery and 
Enforcement Act of 1989, followed the policy of offering mortgage 
loans for the financing of personal residences and consumer loans 
to its officers, directors and employees.  These loans were made in 
the ordinary course of business and on substantially the same terms 
and collateral, except for fees, as those of comparable 
transactions prevailing at the time.  The loans did not involve 
more than the normal risk of collectibility or present other 
unfavorable features.  NASB no longer makes portfolio loans to 
executive officers and directors.

     As of September 30, 2004, there were no loans made on 
preferential terms, as explained above to, an executive officer or 
director of the Company that exceeded $60,000 in the aggregate.  
Loans to executive officers and directors or their associates, 
which were not made on preferential terms, if any, are disclosed in 
the notes to the consolidated financial statements in the 2003 
Annual Report to Stockholders.  

SECTION 16 COMPLIANCE
     Section 16(a) of the Exchange Act requires the Company's 
directors and executive officers, and persons who own more than 10% 
of a registered class of NASB Financial, Inc. equity securities, to 
file reports of ownership and reports of changes in ownership with 
the SEC.  The Company's officers, directors and greater than 10% 
stockholders are also required by SEC regulation to furnish the 
Company with copies of all Section 16(a) forms they file.

                                   9





     To the best of the Company's knowledge, based solely on a review of 
the copies of such reports furnished to the Company and written 
representations that no other reports were required during the fiscal 
year ended September 30, 2004, all Section 16(a) filing requirements 
applicable to its officers, directors and greater than 10% beneficial 
owners were met.  Where applicable, transactions were properly filed on 
Form 5 at the end of the Company's fiscal year-end.


PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

     Each year, the Audit Committee evaluates and approves the 
scope and projected cost of services to be provided to the 
Company by the independent auditors.  The Audit Committee 
recommended, and the Board of Directors appointed, the firm of 
BKD, LLP to audit the accounts of NASB Financial, Inc. and its 
subsidiaries for the fiscal year ended September 30, 2005.  This 
appointment is being presented to stockholders for ratification. 
If the stockholders do not ratify the selection of BKD, LLP, the 
Board of Directors will reconsider the selection.  BKD, LLP has 
advised NASB that neither the firm nor any present member or 
associate of the firm has any financial interest, direct or 
indirect, in the Company, nor any connection with NASB in the 
capacity of promoter, underwriter, voting trustee, director, 
officer or employee.

     The Company's independent auditors for the fiscal year ended 
September 30, 2004, and 2003, were BKD, LLP.  For the fiscal year 
ended September 30, 2002, Deloitte & Touche LLP issued their 
unqualified opinion on the financial statements of NASB 
Financial, Inc.  The Board approved a change in independent 
auditors for fiscal 2003 as a matter of corporate policy to 
periodically rotate audit firms.  There were no disagreements 
with Deloitte & Touche LLP on any matter of accounting principles 
or practices, financial statement disclosure, or auditing scope 
or procedure, which would have caused Deloitte & Touche LLP to 
make reference to the subject matter of a disagreement in 
connection with its report.

AUDIT FEES
     BKD, LLP billed the Company a total of $92,100 for 
professional services rendered for the audit of the Company's 
annual financial statements for the fiscal year ended September 
30, 2004, and the reviews of financial statements included in the 
Company's quarterly reports on Forms 10-Q.  For fiscal year ended 
September 30, 2003, BKD, LLP billed the Company a total of 
$74,500 for professional services rendered in connection with the 
audit of annual financial statements and reviews of quarterly 
reports.

TAX FEES
     For the fiscal year ended September 30, 2004, BKD, LLP 
billed the Company a total of $4,830 for professional services 
rendered for the preparation of income tax returns, tax 
compliance, tax advice, and tax planning.  Tax related services 
during the year ended September 30, 2003, which were provided by 
Deloitte & Touche, totaled $8,775.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
     There were no fees billed by BKD, LLP for financial 
information systems design or implementation fees during the 
Company's fiscal year ended September 30, 2004 or 2003.

ALL OTHER FEES
     BKD, LLP billed the Company a total of $6,300 and $10,435 
for all other fees for the fiscal years ended September 30, 2004 
and 2003, respectively.  Such other fees consisted of services 
related to the audit of the Bank's retirement plan and, in fiscal 
2003, a review of the Company's acquisition of CBES Bancorp, Inc.

     The Audit Committee considered whether the provision of non-audit 
services (which relate to audit of the Bank's retirement plan and to 
preparation and review of tax returns) is compatible with maintaining 
BKD's independence. The Audit Committee concluded that performance of 
such services did not affect the independence of BKD, LLP in performing 
its function as auditor of the Company.  All services provided to the 
Company by BKD, LLP, both audit and non-audit, are approved by the Audit 
Committee. 

     BKD, LLP will not be attending the annual meeting of 
stockholders and will not be available for questions at that 
time.  However, representatives of management will be available 
to respond to appropriate questions with regard to accounting or 
financial matters that pertain to the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE 
APPOINTMENT OF BKD, LLP

                                   10



     The vote of a majority of a quorum of outstanding shares of common 
stock is required to approve the proposal.

                           OTHER MATTERS

     The Board of Directors is not aware of any business to come 
before the Meeting other than those matters described above in 
this Proxy Statement.  However, if any other matters should 
properly come before the Meeting, it is intended that proxies in 
the accompanying form will be voted in respect thereof in 
accordance with the judgment of the person or persons voting the 
proxies.

                          STOCKHOLDER PROPOSALS

     In order to be eligible for inclusion in the Company's proxy 
materials for next year's Annual Meeting of Stockholders, any 
stockholder proposal to take action at such Meeting must be 
received at the NASB's main office at 12498 South 71 Highway, 
Grandview, Missouri 64030, not later than September 10, 2005.  
Any such proposals shall be subject to requirements of the proxy 
rules adopted under the Securities Exchange Act of 1934, as 
amended.

     A COPY OF FORM 10-K (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES 
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS 
AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, NASB 
FINANCIAL, INC., 12498 SOUTH 71 HIGHWAY, GRANDVIEW, MISSOURI 64030.

                                 By Order of the Board of Directors

					
                                 /s/ Norma Rieck		
                                 Norma Rieck
                                 Corporate Secretary


Grandview, Missouri
December 31, 2004



                                  11



5. To resolve any material differences or disagreements that 
may arise between the independent auditors and the Company's 
management.

6. To review with management, the Internal Audit Manager, and 
independent auditors the adequacy and effectiveness of the 
Company's accounting and internal controls, its process to 
monitor and manage business and financial risks, and its 
compliance with laws and ethical standards.

7. To review with management and the independent auditors any 
significant proposed or enacted changes of accounting policy, 
tax laws, or financial reporting regulations that may have a 
material impact on the Company.

8. To review and discuss with management and the independent 
auditors the Company's audited financial statements, and to 
recommend to the Board that the audited financial statements 
be included in the Company's annual report on form 10-K.

9. To review with management and independent auditors the 
Company's interim financial statements and other disclosures 
prior to the filing of each Quarterly Report on Form 10-Q.  
Also, to review information provided in any press release that 
contain earnings information of the Company.

10. To review and approve any Audit Committee report to be 
included in the Company's annual proxy statement for the 
annual meeting of stockholders.

11. To establish and maintain procedures for the receipt, 
retention, investigation and resolution of complaints 
regarding any accounting, internal control, or audit matters. 
 Also, to establish and maintain procedures for the 
confidential, anonymous submission of such matters by any of 
the Company's employees.

12. To review and approve a audit plan, budget, and staffing 
needs of the Company's internal audit function each year.

13. To periodically review the quality, quantity, and 
experience of the Company's internal audit, accounting, and 
finance staff.

14. To review and reassess the adequacy of the Audit Committee 
charter each year, and recommend any changes to the Board for 
approval.

15. To review and approve any related party transactions, if 
applicable.


                                  13





APPENDIX B




                          NASB FINANCIAL, INC.
            12498 South 71 Highway  -  Grandview, Missouri  64030

REVOCABLE PROXY

     PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 
21, 2005, SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the John M. Nesselrode and Rhonda 
Nyhus with full power of substitution, to act as proxies for the 
undersigned, and to vote all shares of Common Stock of NASB 
Financial, Inc., which the undersigned is entitled to vote at the 
ANNUAL MEETING of STOCKHOLDERS, to be held in the lobby of the 
Grandview Office, 12498 South 71 Highway, Grandview, Missouri, on 
January 21, 2005, and at any and all adjournments thereof, as 
follows:

1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote   
                                      for all nominees listed below
			
If you wish to vote cumulatively: 
      FOR:                         WITHHOLD AUTHORITY:
      [ ]Barrett Brady             [ ]Barrett Brady
      [ ]A. Ray Cecrle             [ ]A. Ray Cecrle
      [ ]Keith B. Cox              [ ]Keith B. Cox

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

2. PROPOSAL to ratify the appointment by the Board of Directors of 
the firm of BKD, LLP as independent auditors of NASB Financial, 
Inc. and its subsidiaries for the fiscal year ending September 30, 
2005.
[ ]FOR       [ ]AGAINST      [ ]ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED 
PROPOSALS.



REVOCABLE PROXY

In their discretion, the proxies are authorized to vote upon such 
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER 
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS 
MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 UNLESS 
INSTRUCTIONS ARE GIVEN TO THE CONTRARY.  THE BOARD HAS THE 
DISCRETION TO VOTE CUMULATIVELY FOR THE ELECTION OF DIRECTORS.

PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  Name(s), 
address and number of shares of registered owner(s) appear(s) 
below.  SEE REVERSE SIDE FOR MATTERS TO BE VOTED ON.


                              Date:  -------------------, -----
 			      
                                     -----------------------

                                     -----------------------
                                          Signature(s)

Please sign as name(s) appear(s) to the left, indicating official 
position or representative capacity where applicable.  Show address 
changes.