SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13E-3
                                 (Rule 13e-100)

           Transaction Statement Under Section 13(e) of the Securities
                 Exchange Act of 1934 and Rule 13e-3 Thereunder

                        Rule 13e-3 Transaction Statement
           under Section 13(e) of the Securities Exchange Act of 1934
                                 Amendment No. 2

                           LOGANSPORT FINANCIAL CORP.
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                                (Name of Issuer)

                           LOGANSPORT FINANCIAL CORP.
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                       (Names of Persons Filing Statement)

                         Common Stock, Without Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   541209 10 2
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                      (CUSIP Number of Class of Securities)

                               David G. Wihebrink
                                723 East Broadway
                            Logansport, Indiana 46947
                                 (574) 722-3855[
- --------------------------------------------------------------------------------
  (Name, Address and Telephone Numbers of Person Authorized to Receive Notices
         and Communications on Behalf of the Persons Filing Statement)

                                    Copy to:
                             Claudia V. Swhier Esq.
                             Barnes & Thornburg LLP
                            11 South Meridian Street
                           Indianapolis, Indiana 46204
                                 (317) 236-1313
                           (317) 231-7433 (facsimile)

This statement is filed in connection with (check the appropriate box):

a. [ ] The filing of solicitation  materials or an information statement subject
       to Regulation 14A, Regulation  14C or Rule 13e-3(c)  under the Securities
       Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.

Check the following box if the  soliciting  materials or  information  statement
referred to in checking box (a) are preliminary copies: [ ]

Check the  following  box if the filing fee is a final  amendment  reporting the
results of the transaction: [ ]

                            CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
              Transaction Value*                Amount of Filing Fee
- --------------------------------------------------------------------------------
                  $207,495                             $41.50

*    Calculated  solely for the purpose of determining the filing fee, which was
     based upon tender offer price of $22.50 per share for the  eligible  common
     stock as of May 18, 2004  multiplied by our estimate of the maximum  number
     of shares that could be purchased (9,222).

|X|  Check the box if any part of the fee is offset as provided by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing with which the offsetting fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of filing.


Amount Previously Paid:    $41.50
Form or Registration No.:  Schedule 13E-3
Filing Party:              Logansport Financial Corp.
Date Filed:                May 28, 2004



     This Amendment No. 2 to the Schedule 13E-3 (this  "Amendment No. 2") amends
and  supplements  the  Schedule  13E-3 filed with the  Securities  and  Exchange
Commission  (the  "SEC") on May 28, 2004 (the  "Original  Schedule  13E-3"),  as
amended and supplemented by Amendment No. 1 to the Schedule 13E-3 filed with the
SEC on June 18, 2004 (the Original  Schedule 13E-3, as amended and  supplemented
by Amendment No. 1, the  "Schedule  13E-3") by Logansport  Financial  Corp.,  an
Indiana  corporation (the "Company").  This Amendment No. 2 relates to the offer
by the Company to purchase for cash all shares of the Company's  common stock no
par value held by shareholders  who own 99 or fewer shares of common stock as of
the close of business on May 18, 2004,  pursuant to the Offer to Purchase  dated
May 28, 2004 and the related Letter of Transmittal.

     The  information  set forth in Items 1 through 16 of the Schedule 13E-3 are
incorporated  by reference  with respect to Items 1 through 16 of this Amendment
No. 2, except those Items as to which information  specifically  provided herein
is relevant,  in which case the  information  contained in the Schedule 13E-3 is
incorporated  herein  by  reference  in  partial  answer to those  Items  unless
otherwise noted herein.


ITEM 8. FAIRNESS OF THE TRANSACTION.

     Items 8(a) and (b) of the Schedule 13E-3 is hereby amended and supplemented
by amending and restating the bullet point entitled "Other" as follows:


     o    Other.  In addition to the foregoing  factors,  the Board of Directors
          considered the Company's  financial  performance to date and estimates
          for 2004 based upon the  Company's  financial  results for the quarter
          ending March 31, 2004, but such factor was not as important as current
          market  prices,  historical  market  prices and the stock price of the
          Company's peer group. The Board of Directors of the Company noted that
          net income for the first quarter of 2004 was lower than net income for
          the comparable  quarter in 2003 by $101,000 and anticipated,  based on
          the first quarter 2004 financials,  that net income for 2004 would not
          likely exceed 2003 net income.  See  "Information  About the Company -
          Summary  Consolidated  Financial  Information" and  "Incorporation  of
          Certain Documents by Reference" in the Offer to Purchase.



                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.


                                     LOGANSPORT FINANCIAL CORP.


                                     By: /s/ David G. Wihebrink
                                         ------------------------------------
                                         David G. Wihebrink
                                         President and Chief Executive Officer

Dated: June 25, 2004