X0201 4 2004-02-06 0 0000772349 AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/ ABFI 0001279554 SANTILLI BEVERLY THE WANAMAKER BLDG 100 PENN SQUARE EAST 8TH FL PHILADELPHIA PA 19107 0 1 1 0 First Executive Vice President Series A Preferred Stock 2004-02-06 4 J 0 4691 A Common Stock 4691 D Series A Preferred Stock 2004-02-06 4 J 0 4691 A Common Stock 4691 I By husband. Each share of Series A Convertible Preferred Stock is convertible into the number of shares of Common Stock determined by dividing (A) by (B), where (A) is $1.00 plus any accrued but unpaid dividends (if the conversion date is prior to February 6, 2006 because the Series A Convertible Preferred Stock has become convertible due to a failure to pay any dividend), $1.20 plus any accrued but unpaid dividends (if the conversion date is prior to February 6, 2007 but on or after February 6, 2006) or $1.30 plus any accrued but unpaid dividends (if the conversion date is on or after February 6, 2007), and (B) is the market value of a share of Common Stock on the conversion date (but not less than $5.00, subject to adjustment for stock splits). February 6, 2006 (or on or after February 6, 2005 if dividends are not paid at any time on the Series A Convertible Preferred Stock). None - perpetual existence. Pursuant to exchange option no. 1 chosen by Mrs. Santilli in the Offer to Exchange of the Issuer dated December 1, 2003, the Subordinated Debentures of the Issuer tendered by Mrs. Santilli were exchangeable for the number of shares of Series A Convertible Preferred Stock determined by dividing fifty-percent of the principal outstanding amount of Subordinated Debentures tendered by Mrs. Santilli in the exchange by the $1.00 liquidation value of a share of Series A Convertible Preferred Stock. Pursuant to exchange option no. 1 chosen by Mr. Santilli in the Offer to Exchange of the Issuer dated December 1, 2003, the Subordinated Debentures of the Issuer tendered by Mr. Santilli were exchangeable for the number of shares of Series A Convertible Preferred Stock determined by dividing fifty-percent of the principal outstanding amount of Subordinated Debentures tendered by Mr. Santilli in the exchange by the $1.00 liquidation value of a share of Series A Convertible Preferred Stock. /s/ Beverly Santilli 2004-02-10