<SUBMISSION>
<ACCESSION-NUMBER>0000882377-04-002274
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20041101
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20041102
<DATE-OF-FILING-DATE-CHANGE>20041102
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AF FINANCIAL GROUP
<CIK>0001064025
<ASSIGNED-SIC>6021
<IRS-NUMBER>562098545
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-24479
<FILM-NUMBER>041113341
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>21 EAST ASHE STREET
<CITY>WEST JEFFERSON
<STATE>NC
<ZIP>28694
<PHONE>3362464344
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>21 EAST ASHE STREET
<STREET2>PO BOX 26
<CITY>WEST JEFFERSON
<STATE>NC
<ZIP>28694
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>af_8k.txt
<DESCRIPTION>AF FINANCIAL GROUP
<TEXT>

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

                         ______________________________

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                         ______________________________

       Date of report (Date of earliest event reported): November 1, 2004

                               AF FINANCIAL GROUP
             (Exact name of registrant as specified in its charter)


    FEDERALLY CHARTERED             0-24479                   56-2098545
     (State or other            (Commission File             (IRS Employer
     jurisdiction of                Number)               Identification No.)
     incorporation)

                               21 East Ashe Street
                    West Jefferson, North Carolina 28694-0026
               (Address of principal executive offices) (Zip Code)

                                 (336) 246-4344
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written  communications  pursuant to Rule 425 under the Securities Act(17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS; ELECTION OF
            OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS

      On November 1, 2004, AF Financial Group (the "Company") announced the
appointment of Robert E. Washburn as President and Chief Executive Officer of
the Company, effective November 1, 2004. Mr. Washburn was also elected to the
Board of Directors on November 1, 2004, to serve until the 2005 annual meeting
of shareholders. Mr. Washburn will not serve on any Board committees.

      Mr. Washburn, 46, most recently served as the City Executive at High
Country Bank in Boone, North Carolina from January 2004 until May 2004, and as
its Chief Credit Officer from September 1998 until December 2003. Earlier in his
career, Mr. Washburn served in various commercial banking and management roles
at First Union National Bank in Boone, North Carolina, Southern National Bank in
Hickory, North Carolina, and Northwestern Bank in Hickory, North Carolina.

      Mr. Washburn holds a Bachelor of Science in Business Administration and a
Masters of Business Administration from Appalachian State University in Boone,
North Carolina.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS. The following exhibit is filed with this Report:


Exhibit No.      Description of Exhibit
-----------      ----------------------
99.1             Press release, dated November 1, 2004, announcing the
                 appointment of Robert E. Washburn as President and Chief
                 Executive Officer of the Company.


<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                    AF FINANCIAL GROUP



                              By:      /s/ Melanie P. Miller
                                       ---------------------
                              Name:    Melanie P. Miller
                              Title:   Chief Financial Officer


Date: November 2, 2004




<PAGE>



                                  EXHIBIT INDEX



Exhibit No.    Description of Exhibit
-----------    ----------------------
99.1           Press release, dated November 1, 2004, announcing the
               appointment of Robert E. Washburn as President and Chief
               Executive Officer of the Company.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>af_exhibit99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                  NEWS RELEASE



For More Information:
Mr. Jim Reeves
Mr. Robert Washburn
336 246-4344                                      FOR IMMEDIATE RELEASE








                               ROBERT E. WASHBURN
                  NEW PRESIDENT & CEO AT AF FINANCIAL GROUP


November 01, 2004  .  .  .  .  .  Today Robert E. (Bob) Washburn was named
President and Chief Executive Officer of AF Financial Group, the financial
holding company for AF Bank, AF Brokerage, and AF Insurance Services, Inc.

      "It was the unanimous decision of our board of directors that Bob Washburn
is the individual to lead our company forward in the coming years," Jim Reeves,
attorney and Chairman of The Board of Directors of AF Financial Group, said in
announcing Mr. Washburn's appointment. "We are absolutely delighted he has
accepted this key leadership role. His professional caliber, civic and community
involvement, together with his dedication to serving the best financial
interests of the individuals, families, and businesses in our local markets make
him the ideal choice."

                                    - MORE -


<PAGE>



             "WASHBURN NEW PRESIDENT & CEO AT AF FINANCIAL GROUP" NEWS RELEASE
                                                      PAGE TWO, OF THREE PAGES



      "I am both pleased and honored to be selected as the new President of AF
Financial Group," Washburn commented. "For almost seven decades, this
outstanding organization has been committed to a `Neighbors Helping Neighbors'
way of doing business -- truly local service on a personal basis. My task is to
continue that tradition and build upon the solid foundation already in place at
AF Bank, AF Brokerage, and AF Insurance. It's an exciting challenge, and one I
know the entire team at AF Financial Group already embraces."

      Prior to joining AF Financial Group, for over 20 years Mr. Washburn served
in management positions with three North Carolina financial institutions, most
recently as Chief Credit Officer at a local institution. He holds both a
Bachelor of Science in Business Administration degree and a Masters of Business
Administration degree from Appalachian State University. Bob has served as a
Director of: the High Country United Way; the Watauga Committee of 100; the
Watauga Education Foundation; the Boone Crisis Pregnancy Center; and the Kiwanis
Club of Boone. In the past he has worked with the American Heart Association,
Finance Committee of the Three Forks Baptist Association, and the Boone Area
Chamber of Commerce. Currently, he serves as a Deacon, Sunday school teacher and
on the Finance Committee at Mount Vernon Baptist Church.


                                    - MORE -


<PAGE>



             "WASHBURN NEW PRESIDENT & CEO AT AF FINANCIAL GROUP" NEWS RELEASE
                                                    PAGE THREE, OF THREE PAGES



      Bob and his wife Glenda Woodring Washburn have four children: Matthew (a
Sophomore at the University of North Carolina); Sarah (a Senior at Watauga High
School); Sam (an eighth-grader at Parkway Elementary School); and Rebekah (a
fourth-grader at Parkway Elementary School).

      AF Financial Group is the financial services holding company for AF Bank,
AF Brokerage, Inc., and AF Insurance Services. AF Bank serves Alleghany, Ashe,
and Watauga Counties through seven full-service offices. Banking deposits are
FDIC insured, and AF Bank is an Equal Housing Lender. AF Brokerage serves Ashe
and Watauga Counties through three offices. AF Brokerage, Inc. is a registered
broker/dealer, member NASD and SIPC. AF Insurance Services, Inc. is an
independent insurance agency, with offices in Boone, Elkin, Jefferson, Lenoir,
North Wilkesboro, Sparta, and West Jefferson. Insurance and investment products
are not bank deposits, are not insured by the FDIC, and are not guaranteed by AF
Brokerage, Inc., AF Insurance Services, Inc., or AF Bank. Securities are subject
to market risk, including the possible loss of principal invested.


                                     - END -
                                    [PHOTOS]



</TEXT>
</DOCUMENT>
</SUBMISSION>
