10-K/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2004

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.: 000-33071

Charter Financial Corporation

(Exact Name of Registrant as Specified in Its Charter)

United States	58-2659667
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

600 Third Avenue, West Point, Georgia 31833

(Address of Principal Executive Offices, including zip code)

(706) 645-1391

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).    Yes  x    No  ¨

The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2004 was $142,398,337 based on the per share closing price as of March 31, 2004 on the Nasdaq National Market for the registrant’s common stock, which was $39.37.

There were 19,823,905 shares of the registrant’s common stock, $.01 par value per share outstanding at November 23, 2004.

Explanatory Note

This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2004 that was originally filed with the Securities and Exchange Commission on December 14, 2004 is being filed solely to correct certain typographical errors contained in (i) the table summarizing investment securities available for sale at September 30, 2003 contained in Note 5 to the Consolidated Financial Statements for the Company and subsidiaries; and (ii) the table summarizing mortgage-backed securities and collateralized mortgage obligations available for sale at September 30, 2004 and 2003 contained in Note 6 to the Consolidated Financial Statements for the Company and subsidiaries.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CHARTER FINANCIAL CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2004 and 2003

(5) Investment Securities

Investment securities available for sale are summarized as follows:

	September 30, 2004
	Amortized cost		Gross unrealized gains	Gross unrealized losses		Estimated fair value
Freddie Mac common stock	$	6,212,574	294,217,626	—		300,430,200
Other:
U.S. Government agencies	$	22,338,849	—	(182,099	)	22,156,750
	September 30, 2003
	Amortized cost		Gross unrealized gains	Gross unrealized losses		Estimated fair value
Freddie Mac common stock	$	6,285,345	236,618,655	—		242,904,000
Other:
U.S. Government agencies	$	12,981,472	57,457	(146,794	)	12,892,135
Corporate debt		8,632,364	106,057	(1,953	)	8,736,468
	$	21,613,836	163,514	(148,747	)	21,628,603

17 (Continued)

CHARTER FINANCIAL CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2004 and 2003

Proceeds from the sale of Freddie Mac common stock during 2004 and 2003 were $2,186,107 and $804,555, respectively. There were no sales in 2002. Gross gains of $2,113,336 and $773,368 were realized on those sales for 2004 and 2003, respectively.

(6) Mortgage-Backed Securities and Collateralized Mortgage Obligations

Mortgage-backed securities and collateralized mortgage obligations available for sale are summarized as follows:

	September 30, 2004
	Amortized cost		Gross unrealized gains	Gross unrealized losses		Estimated fair value
Mortgage-backed securities:
FNMA certificates	$	129,953,880	1,338,753	(640,678	)	130,651,955
GNMA certificates		19,876,161	321,101	(27,600	)	20,169,662
FHLMC certificates		9,851,814	65,828	(15,898	)	9,901,744
Collateralized mortgage obligations:
FNMA		72,589,464	34,162	(1,501,184	)	71,122,442
FHLMC		92,025,883	207,358	(589,367	)	91,643,874
GNMA		1,510,364	—	(944	)	1,509,420
Other		52,840,147	573,916	(56,553	)	53,357,510
	$	378,647,713	2,541,118	(2,832,224	)	378,356,607
	September 30, 2003
	Amortized cost		Gross unrealized gains	Gross unrealized losses		Estimated fair value
Mortgage-backed securities:
FNMA certificates	$	89,364,541	1,223,688	(180,269	)	90,407,960
GNMA certificates		14,531,391	387,325	—		14,918,716
FHLMC certificates		13,378,196	2,125	(113,799	)	13,266,522
Collateralized mortgage obligations:
FNMA		136,101,123	142,161	(2,723,134	)	133,520,150
FHLMC		86,818,483	121,579	(872,118	)	86,067,944
Other		56,441,159	159,496	(349,659	)	56,250,996
	$	396,634,893	2,036,374	(4,238,979	)	394,432,288

19 (Continued)

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a. The following documents are filed as a part of this report:

Notes 5 and 6 to the Consolidated Financial Statements of the Company and subsidairies.

Exhibits
31.1	Rule 13a-14(a)/15d-14(a) Certifications
32.1	Section 1350 Certifications

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 12, 2005.

CHARTER FINANCIAL CORPORATION
By:	/s/ Robert L. Johnson
	Robert L. Johnson
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, and any rules and regulations promulgated there under, this Annual Report on Form 10-K/A, has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ John W. Johnson, Jr. John W. Johnson, Jr.	Chairman of the Board	January 12, 2005
/s/ Robert L. Johnson Robert L. Johnson	President, Chief Executive Officer and Director (principal executive officer)	January 12, 2005
/s/ David Z. Cauble, III David Z. Cauble, III	Director	January 12, 2005
/s/ Jane W. Darden Jane W. Darden	Director	January 12, 2005
/s/ William B. Hudson William B. Hudson	Director	January 12, 2005
/s/ Thomas M. Lane Thomas M. Lane	Director	January 12, 2005
/s/ David L. Strobel David L. Strobel	Director	January 12, 2005
/s/ Curtis R. Kollar Curtis R. Kollar	Chief Financial Officer, Vice President and Treasurer (principal accounting officer)	January 12, 2005

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert L. Johnson certify that:

1. I have reviewed this annual report on Form 10-K/A of Charter Financial Corporation;

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

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

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

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

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: January 27, 2005	/s/ Robert L. Johnson
	Robert L. Johnson
	President and Chief Executive Officer

I, Curtis R. Kollar, certify that:

1. I have reviewed this annual report on Form 10-K/A of Charter Financial Corporation;

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

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

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

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

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: January 27, 2005	/s/ Curtis R. Kollar
	Curtis R. Kollar
	Chief Financial Officer, Vice President and Treasurer

EX-32.1

EXHIBIT 32.1

STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

The undersigned, Robert L. Johnson, is the Chief Executive Officer of Charter Financial (the “Company”). This statement is being furnished in connection with the filing by the Company of the Company’s Annual Report on Form 10-K/A for the year ended September 30, 2004 (the “Report”).

By execution of this statement, I certify that:

A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: January 27, 2005	/s/ Robert L. Johnson
	Robert L. Johnson
	Chief Executive Officer

STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

The undersigned, Curtis R. Kollar, is the Chief Financial Officer of Charter Financial (the “Company”). This statement is being furnished in connection with the filing by the Company of the Company’s Annual Report on Form 10-K/A for the year ended September 30, 2004 (the “Report”).

By execution of this statement, I certify that:

A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request

Date: January 27, 2005	/s/ Curtis R. Kollar
	Curtis R. Kollar
	Chief Financial Officer