SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            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:
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     14a-6(e)(2))
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                            AMES NATIONAL CORPORATION
                (Name of Registrant as Specified In Its Charter)
     -----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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                                       1


                                 May 24, 2005


Dear Shareholder:

The Board of Directors of Ames National Corporation (the "Company") has called a
Special Meeting of Shareholders to consider and vote upon proposed amendments to
the Restated Articles of Incorporation of the Company (the "Restated Articles").
The first  amendment  would  increase  the  number  of  shares of the  Company's
authorized  common  stock and  reduce the par value of the  stock.  The  primary
purpose for increasing the Company's authorized common stock is to accommodate a
three-for-one  stock  split that has been  approved  by the Board of  Directors,
subject to  shareholder  approval  of the  proposed  amendment  to the  Restated
Articles.  The second amendment would adopt certain  provisions  relating to the
limitation of liability of directors for monetary damages and indemnification of
directors and officers.  The proposed  amendments are the only matters that will
be  considered  or  discussed  at the  meeting.  We are  anxious  to answer  any
questions you may have at the meeting.

Enclosed is a Notice of Special  Meeting of  Shareholders  which states that the
meeting will be held on Wednesday,  June 15, 2005, at 4:00 p.m.,  local time, in
the  Multi-Purpose  Room at First National Bank, 405 Fifth Street,  Ames,  Iowa.
Additional  information  concerning  the  proposed  amendments  to the  Restated
Articles is included in the Proxy Statement enclosed herewith.

A proxy card for the meeting is included  together  with a  postage-paid  return
envelope so that you may be represented  at the meeting.  Your vote is important
regardless  of the number of shares  you own.  Whether or not you plan to attend
the  meeting,  the Board of Directors  encourages  you to mark,  sign,  date and
return your proxy card as soon as possible in the enclosed  envelope.  Returning
the proxy card will not prevent you from  voting in person at the  meeting,  but
will assure that your vote is counted if you are unable to attend.

We hope that you can be with us for this brief,  but  important  meeting on June
15, 2005.

Sincerely,

/s/ Daniel L. Krieger
----------------------
Daniel L. Krieger
Chairman and President

                                       2



                            AMES NATIONAL CORPORATION
                                405 Fifth Street
                                Ames, Iowa 50010


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                                  June 15, 2005

NOTICE IS HEREBY GIVEN that a Special  Meeting of  Shareholders of Ames National
Corporation,  an Iowa corporation  (the  "Company"),  will be held on Wednesday,
June 15, 2005, at 4:00 o'clock p.m.,  local time, in the  Multi-Purpose  Room at
First  National Bank, 405 Fifth Street,  Ames,  Iowa, and at any  adjournment or
postponement thereof (the "Meeting"), for the following purposes:

1.   To  consider  and vote on a  proposal  to amend the  Restated  Articles  of
     Incorporation  to increase  the  Company's  authorized  capital  stock from
     6,000,000 to 18,000,000  shares of common stock and reduce the par value of
     the common stock from $5.00 per share to $2.00 per share for the purpose of
     accommodating a proposed three-for-one stock split approved by the Board of
     Directors.

2.   To  consider  and vote on a  proposal  to amend the  Restated  Articles  of
     Incorporation  to  adopt  certain  provisions  relating  to  limitation  of
     liability  of  directors  for  monetary  damages  and   indemnification  of
     directors  and  officers as  authorized  by recent  amendments  to the Iowa
     Business Corporation Act.

The Board of  Directors  has fixed the close of  business on May 20, 2005 as the
record date for the  determination of those  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 CARD 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 REVOKE YOUR PROXY AND DO SO.

                                              By Order of the Board of Directors



                                              /s/ John P. Nelson
                                              ----------------------------------
                                              John P. Nelson
May 24, 2005                                  Vice President and Secretary
Ames, Iowa

                                       3



                            AMES NATIONAL CORPORATION
                                405 Fifth Street
                                Ames, Iowa 50010


               PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS

                           To Be Held on June 15, 2005


This  Proxy  Statement  is  furnished  to  the  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 (the  "Board")
for use at a Special Meeting of  Shareholders to be held on Wednesday,  June 15,
2005,  at 4:00 o'clock  p.m.,  local time,  in the  Multi-Purpose  Room at First
National  Bank,  405  Fifth  Street,  Ames,  Iowa,  and  at any  adjournment  or
postponement  thereof  (the  "Meeting").  The Meeting is being held for the sole
purpose of  considering  and voting upon  proposed  amendments  to the  Restated
Articles of Incorporation (the "Restated Articles") that would: (i) increase the
authorized  capital stock of the Company from 6,000,000 to 18,000,000  shares of
common  stock and to reduce  the par value of the  common  stock  from $5.00 per
share to $2.00 per share;  and (ii) adopt  certain  provisions  relating  to the
limitation of liability of directors for monetary damages and indemnification of
directors and officers.  This Proxy Statement and proxy cared enclosed  herewith
are first being sent to the  shareholders of the Company  entitled thereto on or
about May 24, 2005.

Only  shareholders  of  record  at the  close of  business  on May 20,  2005 are
entitled to notice of and to vote at the Meeting. There were 3,137,066 shares of
the Company's  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 shares of common stock are  entitled to one vote per share  standing in their
names on the record date on each proposal to be considered at the Meeting. There
are no rights of appraisal or similar rights of dissenters  applicable to either
proposal to be considered at the Meeting.  If the holder of shares abstains from
voting on either proposal, or if shares are held by a broker which has indicated
that it does not have discretionary authority to vote on either proposal,  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 either
proposal  to be  considered  at the  Meeting  and will not affect the outcome of
either  proposal.  The Board has appointed an inspector of elections who will be
responsible for tabulating the votes by proxy, counting the votes cast in person
at the Meeting and announcing the results of voting.

If the  accompanying  proxy  card is  properly  signed and  returned  and is not
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 card,  the shares will be voted FOR  approval of both of
the  proposed  amendments  to the  Restated  Articles.  Approval of the proposed
amendments  will  require the  affirmative  vote of a majority  of those  shares
voting on each proposal 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 card 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 P.O. Box 846, 405 Fifth Street,  Ames,  Iowa 50010,  Attn:  Secretary,
either a written revocation of the proxy or a duly executed proxy card bearing a
later date. A shareholder may also revoke 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.


                                       4


                         AMENDMENTS TO RESTATED ARTICLES

Proposal One - Increase in Authorized Common Stock and Reduction in Par Value

The Board monitors the trading price of the Company's  common stock and believes
that it is  important  to  maintain a  relatively  affordable  trading  price to
promote  the common  stock as an  attractive  investment  opportunity.  Based on
information  provided to and gathered by the Company on an informal  basis,  the
Company believes that the common stock traded on the NASDAQ SmallCap Market at a
low of $82.71 per share and a high of $98.00 per share during the first  quarter
of 2005.  These  trading  prices  are on the high end of the  range at which the
common stock has traded over the last several years. The Board believes that the
common stock will be a more attractive  investment  opportunity if investors can
purchase the common stock at a more moderate price. Consequently,  the Board has
approved a three-for-one  stock split under which each holder of common stock as
of the record date would receive two additional  shares of common stock for each
one share of common  stock owned on the record date.  In addition to  increasing
the number of shares owned by each  shareholder by a factor of three,  the stock
split would have the effect of reducing the trading price of the common stock by
approximately  by  two-thirds.  The Board  believes the  resulting  reduction in
trading price will place the trading price in a range that is more attractive to
investors, particularly individual investors.

The  Restated  Articles  currently  provide  for  authorized  capital  stock  of
6,000,000  shares of common stock of which 3,137,066  shares were outstanding as
of April 30, 2005, leaving 2,862,934 shares that are authorized for issuance but
not currently outstanding. To effectuate the proposed three-for-one stock split,
a total of 6,274,132  additional shares would need to be issued,  thus exceeding
the number of  authorized  and unissued  shares  currently  available  under the
Restated  Articles.  Consequently,  the Board has  adopted an  amendment  to the
Restated  Articles that would also increase the authorized  capital stock of the
Company by a factor of three  (going  from  6,000,000  to  18,000,000  shares of
common stock).  Increasing the authorized common stock to 18,000,000 shares will
provide sufficient  additional shares of common stock to effectuate the proposed
stock  split,  while at the same time  enabling the Company to maintain the same
ratio of outstanding common stock to authorized common stock as is currently the
case under the  Restated  Articles.  Upon  completion  of the stock  split,  the
Company  would  have  9,411,198  shares of  common  stock  outstanding,  leaving
8,588,802 shares  available for future  issuance.  The Board believes that it is
important to maintain a sufficient  supply of authorized common stock to provide
the  ability  to,  among  other  things,  issue  common  stock  as  part  of any
acquisition that the Company may undertake in the future and for other corporate
purposes.  Except for the  proposed  stock  split,  however,  the Company has no
present  commitments,  agreements or intent to issue additional shares of common
stock other than in connection  with the employee  stock purchase plan sponsored
by the Company.

The proposed  amendment to the Restated  Articles  also reduces the par value of
the common stock from $5.00 per share to $2.00 per share.  The  reduction in par
value will have the effect of minimizing the additional  amount that the Company
will need to transfer to the capital account on its balance sheet to account for
the par  value of the  additional  shares  of  common  stock to be issued in the
connection  with the stock  split.  If the par value of the  common  stock  were
maintained  at $5.00 per share,  the capital  account  maintained by the Company
would  also need to be  increased  by a factor of three in  connection  with the
stock split. An increase of this magnitude would require the Company to transfer
amounts out of its retained  earnings account and thereby reduce the amount that
would  otherwise  potentially  be available  for  distribution  to  shareholders
through discretionary dividends declared by the Board.  Consequently,  the Board
believes that it is  appropriate  to reduce the par value of the common stock in
order to  minimize  the amount that will need to be  transferred  to the capital
account to reflect the additional shares issued in the stock split.

Currently,  the  Company's  capital  account is credited with an amount equal to
$5.00  for each  share of common  stock  that is issued  and  outstanding.  With
3,137,066  shares of common  stock  issued and  outstanding  (and an  additional
16,164  shares of common stock that are issued but not  outstanding  and held as
"treasury  shares"),  the Company maintained a capital account of $15,766,150 on
its  balance  sheet as of April  30,  2005.  If the  amendment  to the  Restated
Articles is approved  and the par value of the common  stock is reduced to $2.00
per share,  the capital  account would be credited with an amount equal to $2.00
for each share of common stock issued and  outstanding.  In connection  with the
stock split,  an  additional  6,274,132  shares of common stock would be issued,
resulting in total issued and outstanding common stock of 9,411,198 shares and a
capital  account of  $18,822,396  based on $2.00 par value per share (the 16,164
shares held as treasury stock having been cancelled by action of the Board prior
to the date of this Proxy Statement).  Amounts necessary to increase the capital
account  will be  provided by a transfer  from the  additional  paid-in  capital
account.

                                       5


The  additional  12,000,000  shares  that  would  be  authorized  as part of the
amendment would be part of the existing class of common stock and would have the
same rights and privileges as the shares of common stock  presently  authorized,
issued and  outstanding.  The common  stock is listed for  trading on the NASDAQ
SmallCap Market and the Company will apply for listing of the additional  shares
to be issued in connection with the stock split,  provided this amendment to the
restated Articles is approved by the shareholders. The record date and effective
date for the proposed stock split will be established  after the Meeting once it
is determined  whether the shareholders have approved the proposed  amendment to
increase the authorized  common stock.  Once those dates are  established,  they
will be publicly  announced in accordance  with  applicable  rules of the NASDAQ
SmallCap Market.

If the proposed  amendment is adopted by the  shareholders,  each shareholder of
record  as of the  record  date  would be  entitled  to  receive  a  certificate
representing  two additional  shares of common stock, par value $2.00 per share,
for each share of common stock owned of record by such shareholder on the record
date. In addition,  certificates  representing  currently  outstanding shares of
common stock,  $5.00 par value per share,  would be deemed to represent the same
number  of  shares  of  common  stock  having a par  value of $2.00  per  share.
Consequently,  certificates  representing currently outstanding shares of common
stock should be retained by each  shareholder  and should not be returned to the
Company or its transfer  agent.  It will not be necessary to submit  outstanding
certificates for exchange.

The proposed  amendment would permit the issuance of additional shares of common
stock  up to  the  new  18,000,000  share  maximum  without  further  action  or
authorization by the shareholders  (except as may be required in a specific case
by law or under rules of the NASDAQ SmallCap  Market).  The Board believes it is
prudent for the Company to have this flexibility. Holders of the common stock of
the  Company  are not  entitled  to  preemptive  rights  or  cumulative  voting.
Accordingly,  the issuance of  additional  shares of common stock might  dilute,
under certain  circumstances,  the ownership and voting rights of  shareholders.
The  proposed  increase  in the number of shares of common  stock the Company is
authorized  to issue is not  intended  to  inhibit  a change in  control  of the
Company.  The  availability  for issuance of  additional  shares of common stock
could, however, discourage, or make more difficult, efforts to obtain control of
the Company.  For example, the issuance of shares of common stock in a public or
private  sale,  merger or  similar  transaction  would  increase  the  number of
outstanding shares, thereby possibly diluting the interest of a party attempting
to obtain  control of the  Company.  The  Company is not aware of any pending or
threatened efforts to acquire control of the Company.

The  Company has been  advised by counsel  that the  proposed  stock split would
result in no gain or loss or  realization  of taxable income to owners of common
stock under  existing  United Stated federal income tax laws. The cost basis for
tax purposes of each new share and each original  share of common stock would be
equal to  one-third  of the cost basis for tax  purposes of the  original  share
immediately  prior the stock  split.  In  addition,  the holding  period for the
additional  shares issued  pursuant to the stock split would be deemed to be the
same as the holding  period for the  original  share of common  stock owned by a
shareholder.

Article IV of the Restated Articles providing for the current authorized capital
stock of the Company provides as follows:

o    The aggregate number of shares of stock which the corporation is authorized
     to issue is Six Million  (6,000,000) shares of common stock with each share
     having a par value of Five  Dollars  ($5.00).  The common  stock shall have
     unlimited  voting  rights  and shall be  entitled  to the net assets of the
     corporation upon dissolution.

     The proposed amendment to Article IV of the Restated Articles as adopted by
     the Board would provide as follows:

o    The aggregate number of shares of stock which the corporation is authorized
     to issue is Eighteen Million  (18,000,000) shares of common stock with each
     share  having a par value of Two Dollars  ($2.00).  The common  stock shall
     have unlimited voting rights and shall be entitled to the net assets of the
     corporation upon dissolution.

     If the proposed amendment is not approved by the shareholders,  the current
     version  of Article  IV of the  Restated  Articles,  which  authorizes  the
     issuance of 6,000,000  shares of common  stock,  will continue in effect in
     the three-for-one stock split will not be implemented.

The Board has unanimously adopted the proposed amendment and recommends that you
vote FOR this  proposal to increase the  authorized  common stock of the Company
and to reduce the par value of the stock.

                                       6


Proposal Two - Limitation  of Liability  of  Directors  and  Indemnification  of
Directors and Officers

In April of 2001, the  shareholders of the Company adopted the current  Restated
Articles.  Included  in the  Restated  Articles  is Article  VI that  limits the
personal   liability  of   directors   for  monetary   damages   under   certain
circumstances.  The  limitation of personal  liability of directors for monetary
damages was  authorized by the provisions of the Iowa Business  Corporation  Act
(the  "Iowa  Act") as  adopted in 1987.  These  provisions  of the Iowa Act were
primarily designed to encourage  qualified  individuals to serve as directors of
Iowa  corporations.  The  current  Restated  Articles do not contain a provision
authorizing the Company to provide  indemnification to directors or officers for
acts or omissions in their  official  capacities.  Rather,  the power to provide
indemnification to directors and officers  currently  contained in the Company's
bylaws.

Effective  January 1, 2003,  the Iowa Act was  amended to update the  provisions
that  authorize the  limitation  of liability of directors for monetary  damages
(Iowa Code Section  490.202(d)) and the  indemnification of directors (Iowa Code
Section 490.202(e)) (collectively,  the "2003 Amendments").  The 2003 Amendments
correspond with the Model Business  Corporation Act (the "Model Act").  The 2003
Amendments were designed, among other things, to give Iowa corporations, such as
the Company,  the same ability to attract and retain  qualified  individuals  to
serve as directors  and officers as  corporations  incorporated  in other states
that have also adopted the Model Act provisions.

In order to implement the 2003  Amendments  for the benefit of the Company,  the
Board has adopted,  subject to shareholder approval,  amendments to the Restated
Articles:  (i) to replace  existing  Article VI dealing with the  limitation  on
personal  liability  of  directors  for  monetary  damages with a new Article VI
reflecting the updated provisions of the Iowa Act; and (ii) to add a new Article
VIII  authorizing  the  Company  to provide  indemnification  to  directors  and
officers for acts or omissions in their official capacity.

The existing version of Article VI reads as follows:

A director of the corporation  shall not be personally liable to the corporation
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except  for  liability  (i) for a breach  of the  director's  duty of
loyalty to the corporation or its  shareholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law;  (iii) for a  transaction  from  which the  director  derives  an  improper
personal benefit; or (iv) under Section 490.833 of the Iowa Business Corporation
Act. If the Iowa Business  Corporation Act is hereafter amended to authorize the
further  elimination  or  limitation  of the  liability of  directors,  then the
liability of a director of the  corporation,  in addition to the  limitation  of
personal liability provided herein, shall be eliminated or limited to the extent
of such amendment,  automatically  and without  further  action,  to the maximum
extent  provided  by law.  Any  repeal or  modification  of this  Article by the
shareholders  of the  corporation  shall  be  prospective  only  and  shall  not
adversely affect any limitation on the personal  liability or any other right or
protection of a director of the  corporation  with respect to any state of facts
existing at or prior to the time of such repeal or modification.

The amended version of Article VI as adopted by the Board would read as follows:

A director  of the  corporation  shall not be liable to the  corporation  or its
shareholders  for money damages for any action taken, or any failure to take any
action, as a director, except liability for any of the following: (i) the amount
of a  financial  benefit  received  by a director  to which the  director is not
entitled;  (ii) an  intentional  infliction  of harm on the  corporation  or the
shareholders;  (iii)  a  violation  of  section  490.833  of the  Iowa  Business
Corporation  Act; or (iv) an intentional  violation of criminal law. If the Iowa
Business   Corporation  Act  is  hereafter  amended  to  authorize  the  further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be eliminated or limited to the extent of such amendment,
automatically and without any further action, to the fullest extent permitted by
law.  Any repeal or  modification  of this  Article by the  shareholders  of the
corporation  shall be  prospective  only and  shall  not  adversely  affect  any
limitation  on the  personal  liability  or any other right or  protection  of a
director of the  corporation  with respect to any state of facts  existing at or
prior to the time of such repeal or modification.

                                       7


New Article VIII as adopted by the Board would read as follows:

The  corporation  shall  indemnify a director or officer of the  corporation for
liability  (as such term is defined in section  490.850(5)  of the Iowa Business
Corporation  Act) for any action taken, or any failure to take any action,  as a
director or officer, except liability for any of the following: (i) receipt of a
financial  benefit  received by a director  or officer to which the  director or
officer  is  not  entitled;  (ii)  an  intentional  infliction  of  harm  on the
corporation  or the  shareholders;  (iii) a violation of section  490.833 of the
Iowa Business Corporation Act; or (iv) an intentional violation of criminal law.
Without  limiting  the  foregoing,  the  corporation  shall  exercise all of its
permissive powers as often as necessary to indemnify and advance expenses to its
directors  and  officers to the  fullest  extent  permitted  by law. If the Iowa
Business   Corporation   Act  is   hereafter   amended  to   authorize   broader
indemnification,  then the indemnification  obligations of the corporation shall
be deemed  amended  automatically  and  without  any  further  action to require
indemnification and advancement of funds to pay for or reimburse expenses of its
directors  and  officers to the fullest  extent  permitted by law. Any repeal or
modification of this Article by the  shareholders  of the  corporation  shall be
prospective only and shall not adversely affect any indemnification  obligations
of the  corporation  with respect to any state of facts  existing at or prior to
the time of such repeal or modification.

The  purpose of the  proposed  amendments  to the  Restated  Articles is to give
effect to the 2003  Amendments  to the Iowa Act  relating to the  protection  of
directors from monetary liability and indemnification of directors and officers.

The basic  purpose  of  existing  Article  VI,  which was first  adopted  by the
shareholders  of the  Company  in 2001,  will  not be  changed  by the  proposed
amendment to Article VI. That basic  purpose is to implement  the  provisions of
the Iowa Act that  authorize  limiting the  liability of directors  for monetary
damages to the Company and its shareholders so that the Company can attract high
quality  individuals  willing to serve as  directors  to manage the business and
affairs of the Company. The effect of the proposed amendment to Article VI is to
clarify the conditions  under which the  limitations on liability  will, or will
not,  apply.  By using more  specific  language,  the  amendment  clarifies  the
situations  in which  directors  are shielded  from  personal  liability and the
situations  in which they are not. For example,  the  standards  utilized in the
existing  version of Article VI are  described by using terms such as "breach of
the  director's  duty of loyalty"  and "good  faith."  These terms are vague and
uncertain  and are not defined in the Iowa Act. The  standards  described in the
proposed amendment to Article VI conform to the 2003 Amendments and are intended
to be more clear and precise.  The amendment  provides  that the directors  will
remain  liable  for  receiving  for  financial  benefits  to which  they are not
entitled, for intentional infliction of harm on the Company or its shareholders,
for unlawful distributions made in violation of the Iowa Act and for intentional
violation of criminal law.

The effect of the  proposed  amendment  to add new Article  VIII to the Restated
Articles will be to empower the Company to provide  indemnification to directors
and  officers  for any action  taken,  or any failure to take any  action,  as a
director or officer, except for those situations in which indemnification is not
authorized by the Iowa Act. The  exceptions  to the  Company's  power to provide
indemnification  are the same  exceptions  as those  contained  in the  proposed
amendment  to  Article  VI under  which a  director  will not be  shielded  from
personal  liability  for  monetary  damages for acts or omissions as a director.
Currently,  the power of the Company to provide indemnification to directors and
officers  is  contained  in the  Company's  bylaws.  Under  the  relevant  bylaw
provisions, the Company must determine that a director or officer acted in "good
faith" and in a "manner the director or officer reasonably believed to be in the
best  interest"  of the Company as a  condition  of  providing  indemnification.
Neither of these standards is defined under the Iowa Act and, consequently, they
can be  difficult to apply under a  particular  set of facts.  Under new Article
VIII, a Company would have the power to indemnify directors and officers without
regard to making these determinations, provided that the act or omission did not
fall into one of the exceptions under which indemnification is not authorized by
the Iowa Act.

Although  the  proposed  amendment  to Article VI  defining  the  limitation  on
director  liability  for  monetary  damages  and new  Article  VIII  authorizing
indemnification  of  directors  and  officers  are both  more  favorable  to the
directors and officers of the Company, the Company believes that both amendments
are  appropriate  so that it can attract and retrain  individuals of the highest
quality, independence and ability to serve on the Board and as its officers, and
to take  advantage of the greater  protections  for  directors  and officers now
provided by the Iowa Act.

The Board has unanimously  adopted the proposed  amendments  concerning director
liability and  indemnification of directors and officers and recommends that you
vote FOR this proposal.

                                       8


                      SECURITY OWNERSHIP OF MANAGEMENT AND
                            CERTAIN BENEFICIAL OWNERS

Directors and Executive Officers

The following table sets forth the shares of common stock  beneficially owned as
of April 30, 2005 by each director of the Company,  by each executive officer of
the  Company  (or  the  Company's  subsidiary  banks)  for  whom  disclosure  of
compensation is required in the Company's proxy statement for the annual meeting
of shareholders and by all directors and executive officers as a group.

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

Betty A. Baudler Horras ...........         5,800                    *
Robert L. Cramer(3) ...............         5,030                    *
Douglas C. Gustafson, DVM (4) .....        13,205                    *
Leo E. Herrick (5) ................         6,786                    *
Charles D. Jons, M.D (6) ..........         6,190                    *
Daniel L. Krieger (7) .............       104,858                  3.34%
James R. Larson II ................         4,955                    *
Warren R. Madden(8) ...............           560                    *
Thomas H. Pohlman(9) ..............         2,450                    *
Jeffrey K. Putzier (9) ............         2,088                    *
Frederick C. Samuelson(10) ........         4,080                    *
Marvin J. Walter (11) .............         9,052                    *
Terrill L. Wycoff (12) ............        37,746                   1.20%

Directors and Executive
Officers (17) as a Group (13) .....       258,959                   8.40%

-----------------------------------

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 sole  investment or voting
     power 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  825  shares  held in an  individual  retirement  account  for the
     benefit of his spouse over which he has shared investment and voting power.

(4)  Includes  2,500 shares held in his  spouse's  name over which he has shared
     investment and voting power.

(5)  Includes  1,865  shares held in an  individual  retirement  account for the
     benefit of his spouse over which he has shared investment and voting power.

(6)  Consists of 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 over which he has shared investment and voting power.

(7)  Includes  40,500  shares  held in the name of the  Daniel L.  Krieger  2000
     Revocable  Trust  dated  March 21,  2000,  Daniel L.  Krieger and Sharon J.
     Krieger  Trustees;  15,500 shares held in the name of the Sharon J. Krieger
     2000 Revocable Trust dated March 21, 2000,  Daniel L. Krieger and Sharon J.
     Krieger  Trustees over which he has shared  investment and voting power and
     48,858 shares held by the Ames National  Corporation  401(k) Profit Sharing
     Plan with respect to which Mr.  Krieger  exercises  shared  investment  and
     voting power in his capacity as trust officer of First  National Bank which
     serves as trustee of that plan.

(8)  Consists of 280 shares  held in the name of the Warren R. Madden  Revocable
     Trust dated  December  10,  1996,  Warren R. Madden and Beverly S.  Madden,
     Trustees and 200 shares held in the name of the Beverly S. Madden Revocable
     Trust dated  December  10,  1996,  Warren R. Madden and Beverly S.  Madden,
     Trustees, over which he has shared investment and voting power.

(9)  Consists  of shares held  jointly  with his spouse over which he has shared
     investment and voting power.

                                       9


(10) Includes  1,150  shares held in an  individual  retirement  account for the
     benefit of his spouse over which he has shared investment and voting power.

(11) Consists of 5,123 shares held in the name of the Marvin J. Walter Revocable
     Trust  dated  January  12.  2005,  Marvin J.  Walter and Janice G.  Walter,
     Trustees;  80 shares  held in the name of the  Janice G.  Walter  Revocable
     Trust  dated  January  12,  2005,  Marvin J.  Walter and Janice G.  Walter,
     Trustees over which he has shared  investment  and voting power;  and 3,849
     shares held in the name of the W&G 401(k) Plan for the benefit of Marvin J.
     Walter,  who serves as trustee and has sole investment and voting power for
     those shares.

(12) Includes  13,532  shares held in his spouse's name over which he has shared
     investment and voting power.

(13) Includes,  in addition to shares owned by the directors and named executive
     officers, a total of 6,018 shares owned by four other executive officers of
     the Company or the subsidiary banks for whom disclosure of individual share
     ownership  is not  required.  An  additional  50,141  shares  owned  by the
     Josephine F. Tope Charitable  Remainder  Unitrust are also included in this
     total, as one of the executive  officers  exercises  shared  investment and
     voting  power in his  capacity  as trust  officer of State Bank & Trust Co.
     which serves as trustee of the trust.

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 April 30, 2005 of more than five
percent of the common stock.

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

George B. Coover (1) ................        210,216                6.70%
2533 Coral Brooke Drive
Sierra Vista, AZ 85650

Charlotte H. Stafford (2) ...........        165,718                5.28%
9701 Meyer Forest Drive, Apt. 23302
Houston, TX 77096-4324

Robert W. Stafford (3) ..............        328,266               10.46%
P.O. Box 846
Ames, Iowa 50010

------------------------------------

Notes:

(1)  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.

(2)  Consists of 11,380  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 106,338 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  holds
     shared  investment and voting power with respect to the shares owned by the
     two  trusts.  Ms.  Stafford  is the  sister-in-law  of Robert W.  Stafford.
     Beneficial  ownership  of the shares  owned by the two trusts has also been
     reported  under the holdings of Robert W. Stafford,  although Mr.  Stafford
     disclaims any pecuniary interest in such shares.

(3)  Includes 79,446 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 106,338
     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 and Robert W.
     Stafford is the  brother-in-law of Charlotte H. Stafford.  Mr. Stafford has
     shared  investment  and voting power with respect to the foregoing  shares,
     but disclaims any pecuniary interest in the shares held in the two trusts.

                                       10


                            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,  as  amended,  to be
presented  as an item of business at the annual  meeting of  shareholders  to be
held in 2006, the proposal must be received at the Company's principal executive
offices no later than November 16, 2005. Such proposals will need to comply with
the  regulations  of  the  Securities  and  Exchange  Commission  regarding  the
inclusion  of  shareholder  proposals  in the  Company's  proxy  materials.  Any
shareholder  proposal submitted outside the procedures  prescribed in Rule 14a-8
shall be considered  untimely under the Company's  bylaws unless received at the
Company's principal executive offices no later than November 16, 2005 and unless
such proposal contains the information required by the bylaws.  Proposals should
be submitted to the Company at its principal  executive offices at P.O. Box 846,
405 Fifth Street, Ames, Iowa 50010,  Attention:  Secretary. A copy of the bylaws
may be obtained by contacting John P. Nelson,  Vice President and Secretary,  at
the Company's  principal executive offices or by accessing the Company's website
at www.amesnational.com.

                                  OTHER MATTERS

No other matters will be presented for  consideration  at the Meeting apart from
those  stated  in the  Notice of  Special  Meeting  which is part of this  Proxy
Statement.  The  persons  named in the proxy will have the power to vote for the
adjournment of the Meeting from time to time.

To reduce expenses,  the Company,  in some cases, is delivering only one copy of
this  Proxy  Statement  to certain  shareholders  who share an  address,  unless
otherwise  requested by one or more of the shareholders at a particular address.
A separate proxy card for each shareholder is included in the voting  materials.
A  shareholder  who has received  only one set of voting  materials  may request
separate copies of the voting  materials at no additional cost by contacting the
Company at (515) 232-6251 or by writing to Ames National  Corporation,  P.O. Box
846, 405 Fifth Street,  Ames, Iowa 50010,  Attn: John P. Nelson,  Vice President
and Secretary. A shareholder may also contact the Company at the above number or
address in the event a shareholder  desires to receive separate voting materials
for future annual  meetings or if  shareholders  who share an address  desire to
receive a single copy of voting  materials in lieu of the  multiple  copies they
are now receiving.


                                       11



LOGO

               This Proxy is Solicited on Behalf of the Board of
                    Directors of the Company For the Special
                 Meeting of Shareholders to be Held on June 15,
                                     2005.

NOTICE IS HEREBY GIVEN that a Special  Meeting of  Shareholders of Ames National
Corporation,  an Iowa corporation  (the  "Company"),  will be held on Wednesday,
June 15, 2005, at 4:00 o'clock p.m.,  local time, in the  Multi-Purpose  Room at
First  National  Bank,  405 Fifth Street,  Ames,  Iowa,  and any  adjournment or
postponement  thereof (the  "Meeting"),  for the sole purpose of considering and
voting upon proposed amendments to the Restated Articles of Incorporation of the
Company that would:  (i) increase the  authorized  capital  stock of the Company
from 6,000,000 to 18,000,000  shares of common stock and reduce the par value of
the stock  from  $5.00 to $2.00 per share;  and (ii)  adopt  certain  provisions
relating to the  limitation of liability of directors  for monetary  damages and
indemnification of directors and officers.

Please  mark,  sign,  date and return  this Proxy  promptly  using the  enclosed
envelope.  If you are able to attend the Meeting and wish to vote your shares in
person, you may withdraw your proxy and do so.

The undersigned  hereby  constitutes  and appoints Marvin J. Walter,  Douglas C.
Gustafson  and  Charles  D.  Jons 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  Meeting  and to vote as  directed  below all shares of common  stock of the
Company held of record by the  undersigned on May 20, 2005,  with all powers the
undersigned would possess if personally present at such meeting.

The Board of  Directors  unanimously  recommends  a vote "FOR"  approval of both
proposals to amend the Restated Articles of Incorporation.

1.   Proposal to amend the Restated  Articles of  Incorporation  to increase the
     Company's  authorized  capital stock from 6,000,000 to 18,000,000 shares of
     common  stock and to reduce  the par value of the stock from $5.00 to $2.00
     per share.

                  [ ]    FOR      [ ]  AGAINST    [ ]  ABSTAIN

2.   Proposal to amend the Restated  Articles of  Incorporation to adopt certain
     provisions  relating to  limitation  of liability of directors for monetary
     damages and indemnification of directors and officers.

                   [ ]    FOR      [ ]  AGAINST    [ ]  ABSTAIN

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
approval of both amendments.

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

       Please Vote, Sign,
       Date and Return      __________________________________ Date _________


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


                                       12


(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 Special Meeting.
                           Spouse or guest attending _________________________


                  [ ]      I am unable to attend the Special Meeting.



                                       13