

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

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 toss.240.14a-12

                            AMES NATIONAL CORPORATION

                (Name of Registrant as Specified In Its Charter)
     -----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[ x ]   No fee required.
[   ]   Fee computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
        0-11.  (1)  Title of each  class  of  securities  to which  transaction
        applies:
        -------------------------------
        (2)   Aggregate number of securities to which transaction applies:
        -------------------------------
        (3) Per unit price or other  underlying  value of transaction  computed
        pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        -------------------------------
        (4)   Proposed maximum aggregate value of transaction:
        -------------------------------
        (5)   Total fee paid:
        -------------------------------
[   ]   Fee paid previously with preliminary materials.
[   ]   Check box if any part of the fee is offset as  provided  by  Exchange
        Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
        fee was paid  previously.  Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.

        (1) Amount Previously Paid:
        -------------------------------
        (2) Form, Schedule or Registration Statement No.:
        -------------------------------
        (3) Filing Party:
        -------------------------------
        (4) Date Filed:
        -------------------------------

<PAGE>


                            AMES NATIONAL CORPORATION
                                405 Fifth Street
                                Ames, Iowa 50010

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                 April 24, 2002

NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of the  Shareholders  of Ames
National  Corporation,  an Iowa  corporation  (the  "Company"),  will be held on
Wednesday,  April 24, 2002,  at 4:30 o'clock  p.m.,  local time,  at the Scheman
Building,  Room 220, Iowa State Center,  Ames,  Iowa, and at any  adjournment or
postponement thereof (the "Meeting"), for the following purposes:

  1.  To elect two members of the Board of Directors.

  2.  To  consider  such other  business as may  properly be brought  before the
      Meeting.

The Board of Directors  has fixed the close of business on March 18, 2002 as the
record date for the determination of the shareholders  entitled to notice of and
to vote at the Meeting. Accordingly, only shareholders of record at the close of
business on that date will be entitled to vote at the Meeting.

TO INSURE YOUR  REPRESENTATION AT THE MEETING,  THE BOARD OF DIRECTORS  REQUESTS
THAT YOU MARK,  SIGN,  DATE AND RETURN THE  ACCOMPANYING  PROXY IN THE  ENCLOSED
ENVELOPE.  YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED  AND, IF
YOU ARE ABLE TO ATTEND THE MEETING  AND WISH TO VOTE YOUR SHARES IN PERSON,  YOU
MAY WITHDRAW YOUR PROXY AND DO SO.

                                              By Order of the Board of Directors

                                              /s/ John P. Nelson
                                              ----------------------------------
                                              John P. Nelson
March 19, 2002                                Secretary
Ames, Iowa
<PAGE>


                            AMES NATIONAL CORPORATION
                                405 Fifth Street
                                Ames, Iowa 50010

               PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

                          To Be Held on April 24, 2002

This Proxy Statement is furnished to shareholders of Ames National  Corporation,
an Iowa  corporation,  (the  "Company"),  in connection with the solicitation of
proxies by the Board of Directors  of the Company for use at the Annual  Meeting
of Shareholders  to be held on Wednesday,  April 24, 2002, at 4:30 o'clock p.m.,
local time, at the Scheman  Building,  Room 220, Iowa State Center,  Ames, Iowa,
and at any  adjournment  or  postponement  thereof (the  "Meeting").  This Proxy
Statement  and form of Proxy  enclosed  herewith  are  first  being  sent to the
shareholders of the Company entitled thereto on or about March 19, 2002.

Only  shareholders  of  record at the close of  business  on March 18,  2002 are
entitled to notice of and to vote at the Meeting. There were 3,125,229 shares of
the  Company's  common stock (the "Common  Stock")  outstanding  at the close of
business on that date, all of which will be entitled to vote at the Meeting. The
presence,  in  person  or by  proxy,  of  the  holders  of a  majority  of  such
outstanding  shares is necessary to constitute a quorum for the  transaction  of
business at the  Meeting.  Holders of the shares of Common Stock are entitled to
one vote per share  standing in their names on the record date on all matters to
properly come before the Meeting.  Shareholders  do not have  cumulative  voting
rights. If the holder of shares abstains from voting on any matter, or if shares
are held by a broker  which has  indicated  that it does not have  discretionary
authority to vote on a particular matter,  those shares will be considered to be
present for the purpose of determining whether a quorum is present, but will not
be counted as votes cast with  respect to any matter to come  before the Meeting
and will not affect the outcome of any matter.

If the  accompanying  Proxy is properly signed and returned and is not withdrawn
or revoked,  the shares represented thereby will be voted in accordance with the
instructions  indicated  thereon.  If the  manner of voting  such  shares is not
indicated  on the  Proxy,  the  shares  will be voted  FOR the  election  of the
nominees for directors  named herein.  Election of any nominee for director will
require the affirmative vote of a majority of those shares voting at the Meeting
in person or by proxy.

The Company will bear the cost of  solicitation  of proxies.  In addition to the
use of the mails,  proxies may be solicited by officers,  directors  and regular
employees of the Company,  without extra  compensation,  by  telephone,  e-mail,
facsimile or personal  contact.  It will greatly  assist the Company in limiting
expense in connection with the Meeting if any shareholder who does not expect to
attend the Meeting in person will return a signed Proxy promptly.

A  shareholder  may revoke  his or her Proxy at any time  prior to the  exercise
thereof by filing with the Secretary of the Company at the  Company's  principal
office at 405 Fifth Street, Ames, Iowa 50010, Attn: Secretary,  either a written
revocation  of the  Proxy or a duly  executed  Proxy  bearing  a later  date.  A
shareholder  may also  withdraw the Proxy by attending the Meeting and voting in
person. Attendance at the Meeting without voting in person will not serve as the
revocation of a Proxy.

                         INFORMATION CONCERNING NOMINEES

                            FOR ELECTION AS DIRECTORS

The Board of Directors  of the Company  currently  consists of ten members.  The
Board of Directors is divided into three classes for the purpose of electing and
defining  the terms of office of the  directors.  All  directors  are elected to
serve  three-year  terms,  with  approximately  one-third of the directors being
elected on an annual  basis.  The terms of three  directors  will  expire at the
Meeting.  The Board of Directors has determined,  however, to reduce the size of
the Board from ten to nine directors, with such reduction to become effective at
the Meeting. Consequently, only two directors will be elected at the Meeting.

The two  directors to be elected at the Meeting will each serve for a three-year
term expiring at the annual meeting of  shareholders to be held in 2005 or until
his successor is elected and qualified, or until his earlier death,  resignation
or removal.  The Board of  Directors  has no reason to believe  that any nominee
will be unable to serve as a director, if elected.  However, in case any nominee
should  become  unavailable  for  election,  the  Proxy  will be voted  for such
substitute, if any, as the Board of Directors may designate.
<PAGE>

Set  forth  below  are the names of the two  persons  nominated  by the Board of
Directors  for election as directors  at the Meeting,  along with certain  other
information  concerning such persons.  Each of the nominees is currently serving
as a director of the Company.
<TABLE>
<S>                              <C>
Douglas C. Gustafson, DVM        Dr.  Gustafson  has served as a director  of the  Company  since
Age 59                           1999.  He is a  practicing  veterinarian  and  partner  in Boone
                                 Veterinary Hospital located in Boone, Iowa.

Charles D. Jons, MD              Dr.  Jons has served as a director  of the  Company  since 1996.
Age 61                           He  retired  in  1999  after  a 20 year  medical  practice  with
                                 McFarland Clinic in Ames, Iowa and is currently a self-employed
                                 health care consultant.
</TABLE>

The  Board  of  Directors  recommends  a vote  FOR the  election  of each of the
foregoing nominees to the Board of Directors.

                        INFORMATION CONCERNING DIRECTORS

                               OTHER THAN NOMINEES

         Set forth below is certain information with respect to directors of the
Company  who will  continue to serve  subsequent  to the Meeting and who are not
nominees for election at the Meeting.

Directors Whose Terms will Expire in 2003
<TABLE>
<S>                      <C>
Betty A. Baudler         Ms.  Baudler  has  served as a  director  of the  Company  since
Age 48                   2000.  She is the  President  of Baudler  Enterprises,  Inc.,  a
                         sign business  located in Ames,  Iowa and  the  former  owner  and
                         General Manager  of radio  stations  KASI and KCCQ located in Ames, Iowa.

Dale F. Collings         Mr.  Collings  has served as a  director  of the  Company  since
Age 72                   1984.  He is the  retired  President  of  one  of the  Company's
                         affiliate banks, State Bank & Trust Co. located in Nevada, Iowa.

James R. Larson II       Mr.  Larson has served as a director of the Company  since 2000.
Age 50                   He is the President of ACI Mechanical, Inc., a heating and cooling
                         contractor located in Ames, Iowa.

Robert W. Stafford       Mr.  Stafford  has  served  as  Chairman  of the  Board and as a
Age 78                   director  of  the  Company   since  1975.   He  is  the  retired
                         President  of  the  Company  and  the retired   President  of  one
                         of  the Company's   affiliate  banks,   First National Bank located
                         in Ames, Iowa.

Directors Whose Terms will Expire in 2004

James R. Christy         Mr.  Christy  has  served as a  director  of the  Company  since
Age 71                   1993. He is a retired Iowa State University  Extension  Director
                         and former mayor of the City of Nevada, Iowa.

Daniel L. Krieger        Mr.  Krieger  has  served as a  director  of the  Company  since
Age 65                   1978.  He has been  employed as President  of the Company  since
                         1999 and  previously  as President of First  National  Bank from
                         1984 until 1999.

Marvin J. Walter         Mr.  Walter has served as a director of the Company  since 1978.
Age 61                   He is the President of Dayton Road  Development  Corporation,  a
                         real estate development company located in Ames, Iowa.

</TABLE>
None of the nominees or directors  serve as a director of another  company whose
securities are registered under the Securities Exchange Act of 1934 or a company
registered  under  the  Investment  Company  Act of 1940.  There  are no  family
relationships among the Company's directors and executive officers.
<PAGE>

                  INFORMATION CONCERNING THE BOARD OF DIRECTORS

The Board of  Directors  holds  regular  quarterly  meetings  and held four such
meetings  during  2001.  The Board of Directors  also held two special  meetings
during 2001. During 2001, each of the directors of the Company attended at least
75% of all meetings of the Board of  Directors  and  meetings of  committees  to
which such  director  was  appointed,  with the  exception  of Mr.  Collings who
attended all four regular  meetings but did not attend the two special  meetings
of the Board of Directors.

The Board of Directors has established  the Audit  Committee,  the  Compensation
Committee  and the  Loan  Committee  as  standing  committees  of the  Board  of
Directors.  The Board of Directors has not  established a nominating  committee.
Additional  information  concerning  each of the  committees  and the  directors
serving thereon follows:

Audit Committee

The  Audit  Committee  is  responsible  for  review of the  Company's  auditing,
accounting,  financial  reporting  and internal  control  functions  and for the
selection  of  independent  accountants.  In  addition,  the Audit  Committee is
expected to monitor  the  quality of the  Company's  accounting  principals  and
financial  reporting as well as the independence of, and the non-audit  services
provided by, the Company's independent  accountants.  The Board of Directors has
not adopted a written charter for the Audit Committee.

During 2001, the Audit Committee consisted of Mr. Walter, who acted as chairman,
Dr.  Jons and Ms.  Baudler,  all of whom are  independent  directors.  The Audit
Committee met on one occasion during 2001.

Compensation Committee

The Compensation  Committee determines and makes recommendations to the Board of
Directors on all elements of compensation for the Company's  executive officers.
A report of the Compensation Committee appears in this Proxy Statement.

During 2001, the Compensation  Committee consisted of Mr. Christy,  who acted as
chairman,  Dr. Gustafson and Mr. Larson. The Compensation Committee met on three
occasions during 2001.

Loan Committee

The Loan Committee is responsible for reviewing and  recommending  loan requests
involving large credits that cannot be accommodated at the individual Bank level
and require approval prior to the next regularly-scheduled  meeting of the Board
of Directors.

During 2001, the Loan Committee consisted of Mr. Krieger, who acted as chairman,
Mr.  Collings and Mr.  Kinseth.  The Loan Committee did not meet during 2001, as
there were no new loan requests requiring a meeting of the Committee.

Director Compensation

The  directors  of the  Company  were  paid a fee of $350  during  2001 for each
regular meeting  attended.  Directors were not paid a separate fee for attending
special  meetings of the Board of  Directors  or meetings of  committees  of the
Board of Directors.  Directors of the Company who also serve as directors of one
of the Company's  affiliate  banks (the  "Banks")  received fees during 2001 for
board and committee meetings attended at the Bank level.

Nominations

The Board of Directors  performs the duties  normally  performed by a nominating
committee.  The Board of  Directors  will  consider,  as part of its  nomination
process,  any nominee  submitted  by a  shareholder  of the  Company.  No formal
procedure for submitting such  nominations has been  established by the Board of
Directors.
<PAGE>

                      SECURITY OWNERSHIP OF MANAGEMENT AND

                            CERTAIN BENEFICIAL OWNERS

Directors and Named Executive Officers

The following table sets forth the shares of Common Stock  beneficially owned as
of  February  28, 2002 by each  director  of the  Company and by each  executive
officer of the  Company or the Banks  named in the  Summary  Compensation  Table
included  herein (the  "named  executive  officers")  and by all  directors  and
executive officers (including the named executive officers) as a group.

                              Shares Beneficially              Percent of Total
Name                             Owned (1)(2)                 Shares Outstanding
--------------------------------------------------------------------------------

Betty A. Baudler                    5,260                               *
James R. Christy (3)               10,192                               *
Dale F. Collings (4)              106,268                           3.40%
Douglas C. Gustafson (5)            9,940                               *
Edward C. Jacobson (6)             36,150                           1.16%
Charles D. Jons, M.D (7)            4,190                               *
Carroll B. Kinseth (8)            152,073                           4.87%
Daniel L. Krieger (9)             114,655                           3.67%
James R. Larson II                  4,515                               *
Thomas H. Pohlman                   1,300                               *
Robert W. Stafford (10)           339,827                          10.87%
William D. Tufford (11)            40,100                           1.28%
Marvin J. Walter (12)               4,963                               *
Terrill L. Wycoff  (13)            40,800                           1.31%

Directors and Executive
  Officers (18) as a Group(14)    886,607                          28.37%
------------------------------

Notes:

* Indicates less than 1% ownership of outstanding shares.

(1)  Shares  "beneficially  owned" include shares owned by or for, among others,
     the spouse  and/or  minor  children of the named  individual  and any other
     relative who has the same home as such individual,  as well as other shares
     with  respect to which the named  individual  has or shares  investment  or
     voting power.  Beneficial  ownership may be disclaimed as to certain of the
     shares.

(2)  Except as otherwise indicated in the following notes, each named individual
     owns his or her shares  directly and has sole  investment  and voting power
     with respect to such shares.

(3)  Includes 3,661 shares held in his spouse's name.

(4)  Consists of 94,039  shares held in the name of Dale F.  Collings and Ann L.
     Collings as co-trustees of the Collings Trust u/t/a/ dtd 2-12-98 and 12,229
     shares held in the name of the Collings  Share GST Trust  created under the
     The Letsinger Trust, a Revocable Living Trust, u/t/a dated 4-2-86.

(5)  Includes 2,000 shares held in his spouse's name.

(6)  Includes 4,800 shares held in his spouse's name.

(7)  Includes  4,140  shares  held in the name of Charles D. Jons and Carolyn L.
     Jons, Trustees (and their successors) of the Charles and Carolyn Jons Trust
     u/t/a dtd 7-8-97.

(8)  Consists  of 121,555  shares held in the name of  Randall-Story  Bancshares
     Inc.  of which  Carroll  B.  Kinseth is the  principal  owner and of 30,518
     shares held in the name of  Randall-Story  Bancshares  Charitable  Trust of
     which Mr. Kinseth and his spouse are trustees.

(9)  Includes  16,100 shares held in his spouse's name and 58,055 shares held by
     the Ames National  Corporation  401(k) Profit  Sharing Plan with respect to
     which Mr. Krieger  exercises voting and investment power in his capacity as
     an officer of First National which serves as trustee of that plan.
<PAGE>

(10) Includes 78,668 shares held in his spouse's name, 48,000 shares held in the
     name of the Richard C.  Stafford  Family Trust U/W of Richard C.  Stafford,
     Robert W.  Stafford and  Charlotte  H.  Stafford,  Co-Trustees  and 110,653
     shares held in the name of the Charlotte H.  Stafford  Trust U/W of Richard
     C.  Stafford,  Robert W. Stafford and Charlotte H.  Stafford,  Co-Trustees.
     Richard C. Stafford is Robert W. Stafford's deceased brother.  Mr. Stafford
     disclaims any pecuniary interest in the shares held in the two trusts.

(11) Consists of 2,900 shares  jointly owned with spouse and 37,200 shares owned
     by the  Josephine F. Tope  Charitable  Remainder  Unitrust  with respect to
     which Mr. Tufford exercises  investment and voting power in his capacity as
     a trust  officer of State Bank & Trust Co.  which  serves as trustee of the
     trust.

(12) Includes 80 shares held in his spouse's name.

(13) Includes 14,728 shares held in his spouse's name.

(14) Includes,  in addition to shares owned by the directors and named executive
     officers,  a total of 16,374 shares owned by four other executive  officers
     of the  Company  or the  Banks  for  whom  individual  disclosure  of share
     ownership is not required.

Other Beneficial Owners

The following  table sets forth certain  information on each person who is known
to the Company to be the beneficial owner as of February 28, 2002 of more than 5
percent of the Common Stock.

                                         Shares Beneficially   Percent of Total
Name and Address                                 Owned        Shares Outstanding
--------------------------------------------------------------------------------

Suzanne Ammerman (1)                            163,142              5.22%
554 North Eighth Street
River Falls, WI 54022-1526

George B. Coover (2)                            210,216              6.73%
2125 Skycrest Drive
Walnut Creek, CA 94595

Charlotte H. Stafford (3)                       170,333              5.45%
9701 Meyer Forest Drive, Apt. 23302
Houston, TX 77096-4324
----------------------------
Notes:

(1)  Consists  of 71,324  shares  held in the name of  Suzanne  Ammerman  in her
     individual capacity, 22,954 shares held in her spouse's name, 20,722 shares
     held in the name of Ms.  Ammerman in her  capacity as agent under a durable
     power of attorney for Marjorie E. Fawcett, 9,474 shares held in the name of
     the Alan W. Ammerman  Education  Trust dated 12/19/98 of which Ms. Ammerman
     serves  as  co-trustee,  9,004  shares  held in the name of the  Kelsey  K.
     Ammerman  Education  Trust dated  12/6/89 of which Ms.  Ammerman  serves as
     co-trustee,  5,804  shares  held in the  name of the  Kristin  M.  Ammerman
     Education  Trust dated 12/3/92 of which Ms.  Ammerman serves as co-trustee,
     9,474  shares held in the name of the Mathew S.  Ammerman  Education  Trust
     dated 12/19/98 of which Ms.  Ammerman  serves as  co-trustee,  9,474 shares
     held in the name of the Melanie B. Ammerman  Education Trust dated 12/19/98
     of which Ms. Ammerman  serves as co-trustee,  3,324 shares held in the name
     of Ms.  Ammerman in her  capacity as  custodian  for  Kimberly Ann Ammerman
     under the Uniform  Gifts to Minors Act and 1,588 shares held in the name of
     Ms.  Ammerman in her capacity as custodian for Chiara Lynn  Ammerman  under
     the Uniform Gifts to Minors Act.

(2)  Consists  of  158,216  shares  held in the name of George B.  Coover in his
     capacity as trustee of the Coover  Family Trust - Trust A u/t/a 4/22/75 and
     52,000  shares held in the name of Mr. Coover in his capacity as trustee of
     the  Coover  Family  Trust  -  Trust B u/t/a  4/22/75.  Mr.  Coover  is the
     brother-in-law of Robert W. Stafford.

(3)  Consists of 11,680  shares held in the name of Charlotte H. Stafford in her
     individual  capacity,  48,000  shares  held in the name of the  Richard  C.
     Stafford  Family Trust U/W of Richard C.  Stafford,  Robert W. Stafford and
     Charlotte H. Stafford as Co-Trustees and 110,653 shares held in the name of
     the  Charlotte  H.  Stafford  Trust U/W of Richard C.  Stafford,  Robert W.
     Stafford and  Charlotte H.  Stafford as  Co-Trustees.  Ms.  Stafford is the
     sister-in-law of Robert W. Stafford.  Beneficial  ownership of these shares
     has also been reported under the holdings of Robert W.  Stafford,  although
     Mr. Stafford disclaims any pecuniary interest in such shares.
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the 1934
Act"),  requires the  directors  and  executive  officers of the Company and the
holders of more than ten percent of the Common Stock to file with the Securities
and  Exchange  Commission  reports  regarding  their  ownership  and  changes in
ownership  of the Common  Stock.  The  Company  believes  that  during  2001 its
directors,  executive officers and ten percent shareholders complied with all of
Section 16(a) filing requirements, with the exception that the initial report of
beneficial ownership on Form 3 required to be filed by each of the directors and
executive officers was inadvertently filed late. The late filing was a result of
a  miscalculation  of the date on which the Company first became  subject to the
requirements of Section 16(a) in connection with the initial registration of the
Common Stock under the 1934 Act during 2001.  In making  these  statements,  the
Company has relied upon an  examination  of the copies of Forms 3 and 4 provided
to the Company and on the written representations of its directors and executive
officers.

                             EXECUTIVE COMPENSATION

The  following  table  sets  forth  certain  compensation  information  for  the
President of the Company and the four other executive officers of the Company or
the Banks  who,  based on their  salary  and bonus  compensation,  were the most
highly  compensated  for the year ending  December 31, 2001. All information set
forth in this  table  reflects  compensation  earned  by these  individuals  for
services  with the  Company or the Banks,  as  applicable,  for the year  ending
December 31, 2001,  as well as their  compensation  for each of the years ending
December 31, 2000 and December 31, 1999.

                           Summary Compensation Table

--------------------------------------------------------------------------------
NAME, POSITION                              BASE                   ALL OTHER
AND ORGANIZATION                   YEAR    SALARY      BONUS    COMPENSATION (1)
--------------------------------------------------------------------------------

Daniel L. Krieger, President of    2001   $166,115   $ 78,914      $19,124
the Company                        2000   $165,900   $ 58,916      $16,695
                                   1999   $158,760   $ 85,778      $20,696

Thomas H. Pohlman, President of    2001   $120,740   $ 54,522      $19,124
First National Bank                2000   $112,200   $ 41,400      $15,085
                                   1999   $100,200   $ 32,900      $20,696

Terrill L. Wycoff, Executive       2001   $114,240   $ 54,522      $18,985
Vice President of First National   2000   $104,100   $ 43,962      $14,541
Bank                               1999   $100,200   $ 64,268      $20,696

Edward C. Jacobson, Vice           2001   $100,860   $ 45,435      $16,457
President and Treasurer of the     2000   $ 92,700   $ 36,950      $12,733
Company                            1999   $ 90,000   $ 50,340      $18,153

William R. Tufford, President of   2001   $ 96,000   $ 13,052      $10,234
State Bank & Trust Co.             2000   $ 80,400   $ 23,700      $ 9,890
                                   1999   $ 77,100   $ 22,600      $9,970
--------------------------------------------------------------------------------

(1)  Consists of contributions  made on behalf of the named executive officer to
     the Ames  National  Corporation  401(k)  Profit  Sharing  Plan and the Ames
     National  Corporation  Money Purchase Pension Plan sponsored by the Company
     and the Banks for the benefit of their respective employees.

                      REPORT OF THE COMPENSATION COMMITTEE

                            ON EXECUTIVE COMPENSATION

This report describes the current  compensation policy and practices as endorsed
by the Board of  Directors  of the  Company and the boards of  directors  of the
Banks and the process  followed in  arriving  at 2001  compensation  provided to
Daniel  Krieger,  President of the  Company,  and the other  executive  officers
identified  in the  preceding  Summary  Compensation  Table  (collectively,  the
"executive  officers").  Decisions regarding the compensation of Mr. Krieger are
made by the  Board  of  Directors  of the  Company  upon  recommendation  of the
Compensation Committee of the Board. Decisions regarding the compensation of the
other  executive  officers are made by the board of directors of the  particular
Bank by which each of the executive officers is employed upon  recommendation of
the  compensation  committee  of the  particular  board.  Although  compensation
decisions are made at the Company and Bank levels,  as  applicable,  the Company
and the  Banks all  adhere  to the same  compensation  policies  and  practices.
Accordingly,  the following description of the compensation policy and practices
of the  Compensation  Committee  of the Board of  Directors  of the  Company  is
equally applicable to the policy and practices of the compensation  committee of
the particular Bank by which each of the executive officers is employed.
<PAGE>

Compensation Policy and Practices

The executive compensation program of the Company has been designed to provide a
fair and  competitive  compensation  package  that will  enable  the  Company to
compete for and retain talented  executives and encourage  superior  performance
through the award of performance-based  compensation. The executive compensation
package consists of the following components:

  *   base salary
  *   deferred salary
  *   performance awards
  *   benefits

Executive  compensation  decisions made by the Compensation Committee are guided
by the Management  Incentive  Compensation  Plan (the "MIC Plan") which provides
for the allocation of total salary  between base salary and deferred  salary and
establishes   parameters  for  additional   performance  awards.   Total  salary
(consisting  of base salary and  deferred  salary) of the  executive  officer is
established on an annual basis by the  Compensation  Committee.  In establishing
total salary, the Compensation Committee reviews individual performance, Company
and Bank performance (primarily in terms of profitability ratios) as compared to
peer  groups on both a  national  and  state  basis  and a  compensation  survey
prepared  by the  Iowa  Bankers  Association  providing  state-wide  peer  group
compensation  data for  similarly-sized  institutions.  No  specific  weight  is
accorded to the various factors considered,  and the total salary established is
ultimately a subjective decision on the part of the Compensation Committee. Once
total salary has been established, the MIC Plan contains a formula whereby total
salary is allocated  between base salary (which is paid on a monthly  basis) and
deferred  salary (which is paid only upon  satisfaction  of certain  performance
thresholds), as described below.

Under the MIC Plan, the Compensation Committee establishes on an annual basis an
earnings threshold which is used to determine the payment of deferred salary and
to define eligibility for earning  additional  performance awards over and above
total salary.  The earnings threshold is defined by selecting a return on assets
target  that  the  Compensation  Committee  views  as  representing   sufficient
performance to enable the executive  officer to earn all deferred  salary and to
become eligible for additional  performance  awards in the event earnings exceed
the  threshold.  In  establishing  the  earnings  threshold,   the  Compensation
Committee  reviews and relies  primarily on national and state peer group return
on asset ratios of financial institutions of similar size. Although the MIC Plan
provides  that the Company and Banks are generally  expected to achieve  results
above the peer group ratio,  the decision  concerning the  appropriate  earnings
threshold is ultimately a subjective decision of the Compensation Committee. The
MIC Plan also  requires  the  Compensation  Committee  to  establish an earnings
"floor" (below which no deferred  salary will be earned) and a "ceiling"  (which
limits the amount of performance award compensation which may be paid during any
year).  The "floor" and  "ceiling"  earnings  levels are also  established  on a
subjective basis by the Compensation Committee.

Under  the  MIC  Plan,  the   entitlement  to  deferred  salary  and  additional
performance awards are reviewed and determined on a semi-annual basis, comparing
the actual earnings during the two prior calendar  quarters against the earnings
threshold  established  under the MIC Plan.  If  actual  earnings  are below the
threshold,  the  executive  officer  will receive only a portion of the deferred
salary (or no deferred  salary at all if earnings  are below the "floor") and no
performance  award.  If actual  earnings  exceed the  threshold,  the  executive
officer will receive all deferred  salary to which he is entitled.  In addition,
the  executive  officer  will  receive  his  pre-determined  percentage  of  the
performance  award pool established  under the MIC Plan, with such pool being an
amount  equal to 10% of the  amount  by which the  actual  earnings  exceed  the
threshold (subject to the ceiling established by the Compensation Committee).

Each executive  officer also receives on an annual basis a  contribution  to the
Ames National  Corporation 401(k) Profit Sharing Plan (the "401(k) Plan") and to
the Ames National  Corporation  Money Purchase Pension Plan (the "Money Purchase
Plan"), both of which are defined  contribution plans. Under the 401(k) Plan, an
executive officer,  along with all other eligible employees of the Company,  may
defer up to six  percent  of total  compensation  on an  annual  basis  and will
receive  a  matching  contribution  from the  Company  in an amount of up to two
percent  of total  compensation.  In  addition,  the Board of  Directors  of the
Company  may  make  a  discretionary  contribution  to  the  401(k)  Plan  which
historically  has been based on the  profitability  of the Company and the Banks
for the year.  Such  contribution,  if made,  is  allocated  among all  eligible
employees on a pro rata basis relative to total compensation, subject to certain
ceilings  established by applicable  law. A  contribution  in the amount of five
percent  of an  executive  officer's  total  compensation  is made to the  Money
Purchase Plan on an annual basis.
<PAGE>

Compensation of President

The Compensation  Committee used the executive  compensation practices described
above to determine Mr.  Krieger's  compensation  for 2001.  His total salary for
2001 was established at $245,029 based on a review by the Compensation Committee
of his individual performance, Company and Bank performance and the Iowa Bankers
Association  2001  Salary  Survey  with  respect to the  salaries  paid to chief
executive  officers of Iowa-based banks with deposits in excess of $225 million.
Under the MIC Plan,  his total  salary  was  allocated  between  base  salary of
$166,115 and deferred salary of $45,884.  He earned all deferred salary to which
he was entitled during 2001,  based on actual earnings  exceeding the thresholds
established  by the  Compensation  Committee at the  beginning of the year.  Mr.
Krieger received  performance  awards in the amount of $33,030 during 2001, also
on the basis of the  aggregate  earnings  of the Banks  exceeding  the  earnings
threshold  established  by the  Compensation  Committee at the  beginning of the
year.  He also  received a  contribution  in the amount of $10,624 to the 401(k)
Plan and a contribution of $8,500 to the Money Purchase Plan, both contributions
having been determined in the manner described above.

The  undersigned  members of the  Compensation  Committee  have  submitted  this
report.

                             James R. Christy, Chair
                            Douglas C. Gustafson, DVM
                               James R. Larson II


                      COMPENSATION COMMITTEE INTERLOCKS AND

                              INSIDER PARTICIPATION

The  members  of the  Compensation  Committee  are set  forth in the  proceeding
section. There are no members of the Compensation Committee who were officers or
employees of the Company or any of the Banks  during the fiscal  year,  who were
previously  officers  or  employees  of the  Company  or the  Banks,  or had any
relationship otherwise requiring disclosure hereunder.

                          STOCK PRICE PERFORMANCE GRAPH

The following  performance  graph  provides  information  regarding  cumulative,
five-year  total return on an indexed basis of the Common Stock as compared with
the NASDAQ  Total US Index and the SNL  Midwest  OTC  Bulletin  Board Bank Index
("Midwest OTC Bank Index")  prepared by SNL Financial  L.C. of  Charlottesville,
Virginia. The latter index reflects the performance of 67 bank holding companies
operating  principally in the Midwest as selected by SNL Financial.  The indexes
assume the  investment  of $100 on December  31, 1996 in the Common  Stock,  the
NASDAQ  Total US  Index  and the  Midwest  OTC Bank  Index,  with all  dividends
reinvested.  The Company's stock price  performance shown in the following graph
is not  indicative of future stock price  performance.  The data points used for
the omitted graph were as follows:
<TABLE>
                                                     Period Ending
                               ----------------------------------------------------------
Index                          12/31/96  12/31/97  12/31/98  12/31/99  12/31/00  12/31/01
-----------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>       <C>       <C>       <C>
Ames National Corporation       100.00    140.41    207.21    234.37    241.05    182.67
NASDAQ - Total US Index* .      100.00    122.48    172.68    320.89    193.01    153.15
SNL Midwest OTC Bank Index      100.00    126.66    155.51    134.48    110.84    102.23
<FN>
**   Source:  CRSP,  Center for Research in Security Prices,  Graduate School of
     Business, The University of Chicago 2002.
     Used with permission.  All rights reserved. crsp.com.
</FN>
</TABLE>
<PAGE>



                    LOANS TO DIRECTORS AND EXECUTIVE OFFICERS

Certain  directors and executive  officers of the Company,  their  associates or
members of their families,  were customers of, and have had  transactions  with,
the Banks from time to time in the ordinary  course of business,  and additional
transactions may be expected to take place in the ordinary course of business in
the future.  All loans and commitments  included in such  transactions have been
made on substantially the same terms,  including  interest rates and collateral,
as those prevailing at the time for comparable  transactions with other persons.
In the opinion of  management  of the  Company,  such loan  transactions  do not
involve more than the normal risk of collectability or present other unfavorable
features.

                          REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in carrying out its oversight
responsibilities  for the Company's financial  reporting process,  audit process
and internal  controls.  The Audit Committee also reviews the audited  financial
statements and recommends to the Board of Directors that they be included in the
Company's annual report on Form 10-K. The Audit Committee is comprised solely of
independent directors.

The Audit Committee has reviewed and discussed the Company's  audited  financial
statements  for the fiscal  year ended  December  31, 2001 with  management  and
McGladrey & Pullen, LLP, the Company's independent auditors. The Audit Committee
has also  discussed  with  McGladrey & Pullen,  LLP the  matters  required to be
discussed by SAS 61 (Codification  of Statements on Auditing  Standards) as well
as having  received and  discussed the written  disclosures  and the letter from
McGladrey & Pullen, LLP required by Independence  Standards Board Standard No. 1
(Independence  Discussions  with  Audit  Committees).  Based on the  review  and
discussions with management and McGladrey & Pullen, LLP, the Audit Committee has
recommended to the Board of Directors that the audited  financial  statements be
included in the Company's  annual report on Form 10-K for the fiscal year ending
December 31, 2001 for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this report.

                             Marvin J. Walter, Chair
                               Charles D. Jons, MD
                                Betty A. Baudler

                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

McGladrey  & Pullen  LLP,  Certified  Public  Accountants,  provided  accounting
services to the Company  during the fiscal year ended  December  31,  2001.  The
Board of Directors of the Company has selected McGladrey & Pullen LLP to provide
accounting services to the Company for the fiscal year ending December 31, 2002.
A  representative  of  McGladrey  & Pullen LLP is  expected to be present at the
Meeting with the  opportunity  to make a statement if he desires to do so and he
is also expected to be available to respond to appropriate questions.

Audit Fees. The aggregate  fees of McGladrey & Pullen,  LLP for the audit of the
Company's  financial  statements for the year ended December 31, 2001; review of
the annual report to  shareholders,  Form 10-K,  proxy and related  issues;  and
reviews of the Company's Quarterly Reports on Form 10-Q were $50,922.

Financial  Information  Systems Design and Implementation  Fees. During the year
ended December 31, 2001,  McGladrey & Pullen,  LLP and its associated entity RSM
MCGladrey,  Inc. did not perform any of the professional services with regard to
financial   information  systems  design  and  implementation  as  described  in
paragraph (c)(4)(ii) of Rule 2-02 of Regulation S-X.

All Other Fees. The aggregate fees for services other than those discussed above
rendered by McGladrey & Pullen,  LLP and its  associated  entity RSM  McGladrey,
Inc. to the Company for the year ended  December 31, 2001 total  $59,436.  Other
service fees were for assistance with filing Form 10,  services  relating to the
Company's retirement plans,  preparation of Federal and State income tax returns
and other miscellaneous services.

The Audit Committee has considered  whether the non-audit  services  provided by
McGladrey  & Pullen,  LLP and its  associated  entity RSM  McGladrey,  Inc.  are
compatible with maintaining the independence of McGladrey & Pullen, LLP.
<PAGE>

On  November  8,  2000,  the Board of  Directors  of the  Company  approved  the
dismissal of KPMG LLP ("KPMG") as the  Company's  independent  accountants.  The
dismissal was  recommended by the Audit  Committee.  The dismissal was effective
upon the issuance of KPMG's report on the consolidated  financial  statements of
the Company for the year ended December 31, 2000.

The audit report of KPMG on the consolidated financial statements of the Company
for the years ended December 31, 2000 and 1999 do not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit  scope or  accounting  principles.  During the  audits of the years  ended
December 31, 2000 and 1999, there were no disagreements  with KPMG on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure  or
auditing  scope or  procedure,  which  disagreement,  if not  resolved to KPMG's
satisfaction,  would have caused KPMG to make reference to the subject matter of
the disagreement in connection with its reports.

The Board of Directors of the Company  approved  the  engagement  of McGladrey &
Pullen,  LLP as the Company's new independent  accountants  effective January 1,
2001.

                            PROPOSALS BY SHAREHOLDERS

In order for any proposals of shareholders pursuant to the procedures prescribed
in Rule 14a-8 under the  Securities  Exchange  Act of 1934 to be presented as an
item of business at the Annual Meeting of  Shareholders  to be held in 2003, the
proposal must be received at the Company's  principal executive offices no later
than  November  19,  2002.  Any  shareholder   proposal  submitted  outside  the
procedures prescribed in Rule 14a-8 shall be considered untimely unless received
by no later than February 3, 2003.  Proposals should be submitted to the Company
at its  principal  executive  offices at 405 Fifth  Street,  Ames,  Iowa  50010,
Attention Daniel L. Krieger, President.

                        AVAILABILITY OF FORM 10-K REPORT

Copies of the Company's Annual Report to the Securities and Exchange  Commission
(Form 10-K)  including the financial  statements  and schedules  thereto for the
fiscal  year of the  Company  ended  December  31,  2001,  will be  mailed  when
available  without  charge  (except for  exhibits)  to a holder of shares of the
Common Stock upon written request directed to Daniel L. Krieger, President, Ames
National Corporation, 405 Fifth Street, Ames, Iowa 50010.

                                  OTHER MATTERS

Management  of the Company knows of no other matters which will be presented for
consideration  at the  Meeting  other than those  stated in the Notice of Annual
Meeting which is part of this Proxy  Statement,  and management  does not intend
itself to present any such other business. If any other matters do properly come
before the meeting,  it is intended that the persons  named in the  accompanying
Proxy will vote thereon in accordance with their judgment.  The persons named in
the Proxy will also have the power to vote for the  adjournment  of the  meeting
from time to time.

A copy of the Annual  Report to  Shareholders  for the year ended  December  31,
2001, is mailed to shareholders together with this Proxy Statement.  Such report
is not  incorporated  in this Proxy Statement and is not to be considered a part
of the proxy soliciting material.

The Report of the Compensation Committee on Executive  Compensation,  the Report
of the Audit Committee (including the reference to the independence of the Audit
Committee  members) and the Stock Price  Performance  Graph contained herein are
not being filed with the  Securities  and Exchange  Commission  and shall not be
deemed  incorporated  by reference in to any prior or future filings made by the
Company under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934,  as amended,  except to the extent  that the  Company  specifically
incorporates such information by reference.
<PAGE>

   This Proxy is Solicited on Behalf of the Board of Directors of the Company

                            AMES NATIONAL CORPORATION

           PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 24, 2002

The undersigned  hereby  constitutes and appoints Robert W. Stafford,  Marvin J.
Walter  and  James R.  Christy,  or any one or more of  them,  the  proxies  and
attorneys of the undersigned,  each with full power of substitution  (the action
of a majority of them or their substitutes present and acting to be in any event
controlling),  for and in the name, place and stead of the undersigned to attend
the Annual Meeting of Shareholders of Ames National  Corporation (the "Company")
to be held on Wednesday, April 24, 2002, at 4:00 p.m. local time, at the Scheman
Building,  Room 220, Iowa State  Center,  Ames,  Iowa,  and any  adjournment  or
postponement  thereof,  and to vote as directed below all shares of common stock
of the Company held of record by the  undersigned  on March 18,  2002,  with all
powers the undersigned would possess if personally present at such meeting.

The Board of  Directors  unanimously  recommends  a vote "FOR" the  nominees for
director listed below.

1.  Election of Directors

    Election of two Directors, Douglas C. Gustafson, DVM and
    Charles D. Jons, MD, for a Three Year Term:

    ___      FOR all nominees listed above.

    ___      FOR all nominees listed above except ______________________.

    ___      WITHHOLD AUTHORITY to vote for all nominees.

2.  In their discretion, upon such other matters as may properly come before the
    meeting or any adjournments thereof.

This Proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned.  If no direction is given,  this Proxy will be voted FOR the
nominees for director listed in the accompanying Proxy Statement.


<PAGE>




                  PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY

                      PROMPTLY USING THE ENCLOSED ENVELOPE.

The undersigned hereby  acknowledges  receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement.

  Please Vote, Sign,
  Date and Return          __________________________________ Date _________


                           __________________________________ Date _________
                             Signature(s) of Shareholder(s)


(Please sign exactly as your name(s)  appears on this Proxy.  When signing as an
attorney, executor,  administrator,  trustee, guardian or another representative
capacity,  please give your full title as such.  Proxies by a corporation should
be signed in its name by an authorized officer.  Proxies by a partnership should
be signed in its name by an  authorized  person.  If more than one name appears,
all persons so designated should sign.)

 [  ]   I plan to attend the Annual Meeting.
        Spouse or guest attending _________________________

 [  ]   I am unable to attend the Annual Meeting.





















