SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 1996
                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission File Number 0-21170

                                 FFW CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Delaware                                    35-1875502
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                  Identification or Number)

                    1205 North Cass Street, Wabash, IN 46992
                    (Address of principal executive offices)

                                 (219) 563-3185
                           (Issuer's telephone number)

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 [   ]

           Transitional Small Business Disclosure Format (check one):

                                 Yes [   ]    No [ X ]

State the number of Shares outstanding of each of the issuer's classes of common
equity, as of the latest date:


As of November 12, 1996,  there were 702,060 shares of the  Registrant's  common
stock issued and outstanding.
<PAGE>

                                 FFW CORPORATION

                                      INDEX


PART I.     FINANCIAL INFORMATION (unaudited)                               

Item 1.       Consolidated Condensed Financial Statements

                  Consolidated Condensed Balance Sheets September 30, 1996  
                  and June 30, 1996

                  Consolidated Condensed Statements of Income for the       
                  three months ended September 30, 1996 and 1995 and the
                  nine months ended September 30, 1996 and 1995.

                  Consolidated Statements of Shareholders' Equity for the   
                  three months ended September 30, 1996 and 1995 and the
                  nine months ended September 30, 1996 and 1995

                  Consolidated Statements of Cash Flows for the three       
                  months ended September 30, 1996 and 1995 and the nine
                  months ended September 30, 1996 and 1995.

                  Notes to Consolidated Condensed Financial Statements      


Item 2.       Management's Discussion and Analysis of Financial             
               Condition and Results of Operations



PART II.    OTHER INFORMATION

              Signature Page
<PAGE>
<TABLE>
<CAPTION>
                                          PART I: FINANCIAL INFORMATION
                                                 FFW CORPORATION
                                           CONSOLIDATED BALANCE SHEETS

                                                                                            (Unaudited)

                                                                                   September 30,      June 30
                                                                                       1996             1996
                                                                                  -------------    -------------
<S>                                                                               <C>              <C>
ASSETS:
         Cash and due from financial institutions ..............................  $   1,233,357    $     861,553
         Interest-earning deposits in financial institutions - short term ......      3,054,275        1,926,654
                                                                                  -------------    -------------
                  Cash and cash equivalents ....................................  $   4,287,632    $   2,788,207
         Interest-earning deposits in financial institutions
                  (cost approximates market value) .............................         24,729          362,664
         Securities available for sale .........................................     40,916,289      40,566,384
         Loans held for sale, net of unrealized losses .........................        431,200          423,361
         Loans receivable, net of allowance for loan losses of $493,763
                  in September and $553,440 in June ............................    103,024,444      100,529,412
         Stock in Federal Home Loan Bank, at cost ..............................      2,397,600        2,397,600
         Accrued interest receivable ...........................................      1,154,927        1,102,611
         Premises and equipment - net ..........................................      1,709,895        1,691,433
         Other assets ..........................................................        604,276          605,233
                                                                                  -------------    -------------
                  Total Assets .................................................  $ 154,550,992    $ 150,466,905


LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
         Noninterest-bearing demand deposits ...................................  $   3,082,378    $   3,263,982
         Savings, Now and MMDA deposits ........................................     45,116,669       45,868,695
         Other time deposits ...................................................     51,465,946       43,357,434
                                                                                  -------------    -------------
                  Total Deposits ...............................................  $  99,664,993    $  92,490,111

         Federal Home Loan Bank advances .......................................     37,800,000       41,800,000
         Accrued interest payable ..............................................        560,539          150,492
         Accrued expenses and other liabilities ................................      1,051,466          568,159
                                                                                  -------------    -------------
                  Total Liabilities ............................................  $ 139,076,998    $ 135,008,762

<PAGE>
<CAPTION>
                                          PART I: FINANCIAL INFORMATION
                                                 FFW CORPORATION
                                           CONSOLIDATED BALANCE SHEETS
                                                   (continued)

                                                                                           (Unaudited)

                                                                                   September 30,      June 30
                                                                                       1996             1996
                                                                                  -------------    -------------
<S>                                                                               <C>              <C>

Shareholders' Equity:

         Preferred stock, $.01 par value, 500,000 shares authorized
                  none issued ..................................................           --               --
         Common  stock, $.01 par value, 2,000,000 shares authorized; 
                  853,592 shares shares issued and 702,060 shares outstanding at
                  September 30, 1996; 853,592 shares issued and 711,060
                  shares outstanding at June 30, 1996 ..........................          8,536            8,536
         Additional paid-in capital ............................................      8,156,484        8,132,484
         Retained earnings - substantially restricted ..........................     10,193,007       10,218,910
         Net unrealized  depreciation on securities available for sale, net
                  of tax benefit of $35,000 on September 30, 1996 and $69,436
                  on June 30, 1996 .............................................        (15,443)        (203,283)
         Unearned Employee Stock Option Plan Shares ............................       (331,189)        (331,189)
         Unearned Management Retention Plan Shares .............................         (6,540)         (13,079)
         Treasury Stock, 151,532 and 142,532 common shares, at Cost,
                  at September 30, 1996 and June 30, 1996, respectively ........     (2,530,861)      (2,354,236)
                                                                                  -------------    -------------
                  Total Shareholders' equity ...................................     15,473,994       15,458,143
                                                                                  -------------    -------------
                           Total Liabilities and Shareholders' Equity ..........  $ 154,550,992    $ 150,466,905
                                                                                  =============    =============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 FFW CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                                   Three Months Ended
                                                                      September  30
                                                                  -------------------
                                                                  1996           1995
                                                                  ----           ----
<S>                                                           <C>            <C>
Interest Income:

         Loans Receivable
                  Mortgage loans ..........................   $ 1,448,240    $ 1,398,597
                  Consumer and other loans ................       739,004        591,612
         Securities
                  Taxable .................................       117,786        476,257
                  Nontaxable ..............................       593,654        144,020
         Other Int-earning assets .........................        27,636         78,404
                                                              -----------    -----------
                  Total Interest Income ...................   $ 2,926,320    $ 2,688,890

Interest Expense:

         Deposits .........................................     1,169,388      1,060,504
         Federal Home Loan Bank Advances ..................       589,203        598,131
                  Total Interest Expense ..................   $ 1,758,591    $ 1,658,635
Net Interest Income .......................................     1,167,729      1,030,255

         Provision for Loan Losses ........................        20,000          6,000
                                                              -----------    -----------

Net interest income after provision for loan losses .......     1,147,729      1,024,255

Noninterest income :
         Net realized gains on sales/calls of
                   interest-earning assets ................        10,728         17,938
         Net unrealized gain or loss on loans held for sale          --             --
         Other  income ....................................       147,721        121,412
                                                              -----------    -----------
                  Total Non-Int Income ....................   $   158,449    $   139,350

Non-Interest Expense :
         Salaries and employee benefits ...................       339,047        296,120
         Occupancy and equipment expense ..................        64,486         95,977
         SAIF deposit insurance premium ...................       623,249         58,456
         Other expense ....................................       230,979        208,760
                                                              -----------    -----------
                  Total Non-Interest Expense ..............   $ 1,257,761    $   659,313
                                                              -----------    -----------

<PAGE>
<CAPTION>

Income before income taxes ................................        48,417        504,292

         Income Tax Expense ...............................       (30,988)       165,870
                                                              -----------    -----------
Net Income ................................................   $    79,405    $   328,422
                                                              ===========    ===========

Earnings per common and common equivalent shares :
         Primary ..........................................   $       .11    $       .44
         Fully Diluted ....................................   $       .11    $       .44


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         PART I: FINANCIAL INFORMATION
                                                FFW CORPORATION
                                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                  (Unaudited)

                                                                                     Three Months Ended
                                                                                         September 30
                                                                                 ----------------------------
                                                                                      1996           1995
                                                                                      ----           ----
<S>                                                                              <C>             <C>
Beginning Balance - June  30 ..................................................  $ 14,527,091    $ 15,491,568


Common Stock  at .01 Par Value  2,000,000 shares authorized issued  
         and outstanding September 30, 1996 -- 853,592;
         September 30, 1995  --  850,508                                                   --              21

Additional Paid-in Capital ....................................................        24,000          33,099


Treasury Stock  purchase  at  Cost 9,000 Shares for the three-month period
         September 30, 1996 and 0 shares for the three-month
         period ended September 30, 1995 ......................................      (176,625)           --

Cash Dividends of:
          $.15 per share for 1996 and $.12 per share for 1995 .................      (105,309)        (93,343)


Amortization of ESOP Contribution .............................................          --              --

Amortization of MRP Contribution  .............................................         6,539          15,262


Net change in unrealized depreciation on securities available for sale ........       187,840          41,315


Net Income for Period(s) ......................................................        79,405          338,422
                                                                                  -----------     ------------
Ending Balance ................................................................   $15,473,993     $ 15,826,344
                                                                                  ===========     ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          PART I: FINANCIAL INFORMATION
                                 FFW CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                                        Three Months Ended
                                                                                           September 30
                                                                                   --------------------------
                                                                                        1996           1995
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Cash flows from operating activities :

         Net Income ............................................................   $    79,405    $   338,423
         Adjustments to reconcile  net income to net cash  provided by operating
             activities :
             Depreciation and amortization, net of accretion ...................        44,449         25,273
            Provision for loan losses ..........................................        20,000          6,000
            Net realized (gains) loss on sale/call of interest-earning assets ..       (13,679)       (21,599)
                 Unrealized gain on loans held for sale ........................          --             --
             Net loss (gain) on sale of real estate owned repossessed assets
                  and fixed assets .............................................        (8,273)        45,887
             Origination of loans held for sale ................................    (1,400,221)    (1,353,215)
             Proceeds from sale of loans held for sale .........................     1,407,339      1,407,339
             ESOP expense ......................................................        24,000         12,000
             Amortization of MRP contribution ..................................         6,539         15,262
             Net change in accrued interest receivable .........................       (52,316)       (23,763)
             Net change in other assets ........................................      (225,181)        77,244
             Net change in accrued interest payable, accrued expenses and
                  other liabilities ............................................       893,354        381,015
                                                                                   -----------    -----------
                      Total adjustments ........................................       696,005        571,443
                                                                                   -----------    -----------
                  Net cash from operating activities ...........................       775,410        909,866

Cash flows from investing activities :

         Net change in interest-bearing deposits in other financial
                   institutions ................................................       337,935           --
         Proceeds from:
                  sales/calls of securities available or sale ..................          --           25,000
                  sales/calls of securities held-to-maturity ...................          --             --
                  maturities of securities available for sale ..................       330,000           --
                  maturities of securities held-to-maturity ....................          --          200,000
         Purchase of:
                  securities available for sale ................................      (546,485)       (58,360)
                  Federal Home Loan Bank Stock .................................          --             --
         Principal collected on mortgage-backed securities .....................       159,042        217,461
         Net change in loans receivable ........................................    (2,516,310)    (2,288,106)
         Net purchases premises, and equipment .................................       (50,855)      (358,141)
         Proceeds from sales of other real estate and repossessed assets .......       117,734         36,600
                                                                                   -----------    -----------
                           Net cash used in investing activities ...............   ($2,168,939)   ($2,225,546)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          PART I: FINANCIAL INFORMATION
                                 FFW CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)



                                                               Three Months Ended
                                                                  September 30
                                                         -----------------------------
                                                              1996            1995
                                                              ----            ----
<S>                                                      <C>             <C>
Cash flows from financing activities :

         Net change in deposits ......................      7,174,882       1,150,145
         Proceeds from short-term borrowings .........           --              --
         Payment on short-term borrowings ............     (4,000,000)    (10,500,000)
         Proceeds from exercising of stock options ...           --            21,120
         Purchase of Treasury Stock ..................       (176,625)           --
         Cash dividends paid .........................       (105,309)        (93,343)

             Net cash from financing activities ......      2,892,948      (9,422,078)
                                                         ------------    ------------


Net change in cash and cash equivalents ..............      1,499,425     (10,737,758)
Cash and cash equivalents at beginning of period .....      2,788,207      13,894,715
                                                         ------------    ------------
Cash and cash equivalents at end of period ...........   $  4,287,632    $  3,156,957
                                                         ============    ============

Supplemental disclosure of cash flow information :

         Cash paid during quarter for:
             Interest ................................   $  1,348,029    $  1,333,318
             Income Taxes ............................   $     61,000    $       --

         Noncash investing activities transfers from :
              Investment securities to securities
                   available-for-sale ................           --              --   
              Investment securities to securities
                   held-to-maturity ..................           --              --
              Securities held-to-maturity to
                   securities available-for-sale .....           --              --


</TABLE>
<PAGE>
                                 FFW CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)  Basis of Presentation

         The accompanying  unaudited Consolidated Condensed Financial Statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

         In the opinion of  management,  the  Consolidated  Condensed  Financial
Statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  necessary  to  represent  fairly the  financial  condition  of FFW
Corporation  as of September 30, 1996 and June 30, 1996,  and the results of its
operations, changes in shareholders' equity for the three months ended September
30, 1996 and 1995. Financial Statement  reclassifications have been made for the
prior period to conform to  classifications  used as of and for the period ended
September 30, 1996.

         Operating results for the three months ended September 30, 1996 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ended June 30, 1997.

(2)  Earnings Per Share of Common Stock

         Earnings  per share of Common  Stock is computed by dividing net income
for the period by the weighted  average  number of common stock and common stock
equivalents  outstanding during the three month periods ended September 30, 1996
and 1995.  Weighted  average  number of shares  used in the  earnings  per share
computations were 674,975 for the three-month period ended September 30, 1996.

         On October 26,  1993,  the  shareholders  of the Company  ratified  the
adoption  of the  Company's  1992  Stock  Option  and  Incentive  Plan  and  the
Management  Recognition  Plan and Trusts  ("MRP").  Pursuant to the Stock Option
Plan, 84,500 shares of the Company's Common Stock are reserved for issuance,  of
which the Company has granted  options on 68,442  shares.  As of  September  30,
1996, options on 59,850 shares of the Company's Common Stock remain unexercised.

(3)  Regulatory Capital Requirements

         Pursuant to the Financial Institution Reform, Recovery, and Enforcement
Act of l989 ("FIRREA"),  savings  institutions  must meet three separate minimum
capital-to-asset  requirements.  The following table summarizes, as of September
30,  1996,  the capital  requirements  for the Bank under  FIRREA and its actual
capital ratios.  As of September 30, 1996, the Bank  substantially  exceeded all
current regulatory capital standards.
<PAGE>
<TABLE>
<CAPTION>
                                      Regulatory                  Actual
                                  Capital Requirement       Capital (Bank Only)
                                  -------------------       -------------------
                                   Amount    Percent       Amount        Percent
                                   ------    -------       ------        -------
                                            (Dollars in Thousands)
<S>                               <C>         <C>          <C>            <C>
Risk-Based ................       $ 6,717     8.00%        $12,352        15.21%
Core Capital ..............         4,539     3.00%         11,861         7.84%
Tangible Capital ..........         2,270     1.50%         11,861         7.84%
</TABLE>
(4)  Common Stock Cash Dividends

On August  27,  1996,  the Board of  Directors  of FFW  Corporation,  declared a
quarterly cash dividend of $.15
per share. The dividend was paid September 30, 1996 to shareholders of record on
September  15,  1996.  The payment of the cash  dividend  reduced  shareholders'
equity by $105,309.

(5) New accounting Standards

In March 1995 , the Financial Accounting Standards Board (FASB) issued Statement
of Financial  Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed of. SFAS No. 121
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain  identifiable  intangibles,  and goodwill  related to those assets to be
held and used, and for long-lived assets and certain identifiable intangibles to
be disposed of. The Statement  requires review of such assets whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Measurement of an impairment  loss for  long-lived  assets and
identifiable  intangibles that an entity expects to hold and use should be based
on the fair  value of the  asset.  The  Statement  is  effective  for  financial
statements  for fiscal years  beginning  after  December  15, 1995.  The Company
adopted SFAS No. 121 effective July 1, 1996. The adoption had no material effect
on the Company's financial position or results of operations.

The FASB issued SFAS No. 122.  Accounting for Mortgage  Servicing Rights, in May
1995.  This Statement  changes the  accounting,  for mortgage  servicing  rights
retained by the loan originator.  Under this Statement,  an entity that acquires
mortgage servicing rights through either the purchase or origination of mortgage
loans and sells or securitizes those loans with servicing rights retained should
allocate the total cost of the mortgage loans to the mortgage  servicing  rights
and the loans  (without the mortgage  servicing  rights) based on their relative
fair values.  Under current  practice,  all such costs are assigned to the loan.
The costs  allocated  to  mortgage  servicing  rights  are to be  recorded  as a
separate  asset and  amortized in  proportion  to, and over the life of, the net
servicing income.  The carrying value of the mortgage servicing rights are to be
periodically  evaluated for impairment.  The Statement  became effective for the
Company as of July 1, 1996. The adoption of SFAS No. 122 did not have a material
effect on the Company's financial position or results of operations.
<PAGE>
In October  1995,  the FASB  issued  SFAS No. 123,  Accounting  for  Stock-Based
Compensation,  SFAS No. 123 encourages,  but does not require, entities to use a
fair value based method to account for  stock-based  compensation  plans. If the
fair value accounting  encouraged by SFAS No. 123 is not adopted,  entities must
disclose the pro forma effect on net income and on earnings per common share had
the fair value  accounting  been  adopted.  The Company has elected to not adopt
SFAS  No.  123.  However,   the  Company  will  provide  any  required  proforma
disclosures  in  any  future  complete   financial   statements.   The  proforma
disclosures are not required in noncomplete interim financial statements.
<PAGE>
                                     PART II

                                 FFW CORPORATION

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


General

         The accompanying  Consolidated Financial Statement includes the account
of FFW  Corporation  (the  "Company") and its wholly owned  subsidiaries,  First
Federal  Savings Bank of  Wabash(the  "Bank") and FirstFed  Financial of Wabash,
Inc. All significant  inter-company  transactions and balances are eliminated in
consolidation.  The Company's  results of operations are primarily  dependent on
the Bank's net interest margin,  which is the difference between interest income
on interest-earning assets and interest expense on interest-bearing liabilities.
The  Bank's  net  income  is also  affected  by the  level  of its  non-interest
expenses,  such as employee compensation and benefits,  occupancy expenses,  and
other expenses.

Forward - Looking Statements

         When used in this Form 10 - Q and in future filings by the Company with
Securities  and Exchange  Commission,  in the  Company's  press release or other
public  or  shareholder  communications,  and in oral  statements  made with the
approval of an authorized  executive  officer,  the words or phrase "will likely
result",  "are expected to",  "will  continue",  "is  anticipated",  "estimate",
"project" or similar  expressions  are  intended to identify  "forward - looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such statements are subject to certain risks and  uncertainties,  that
could cause actual results to differ  materially  from  historical  earnings and
those presently anticipated or projected.  The Company wishes to caution readers
not to place undue  reliance  on any such  forward - looking  statements,  which
speak only as of the date made.  The Company  wishes to advise  readers that the
factors listed below could affect the Company's financial  performance and could
cause the Company's actual results for future periods to differ  materially from
any  opinions or  statements  expressed  with  respect to future  periods in any
current statements.

         The  Company  does  not  undertake  -  and  specifically  declines  any
obligation - to publicly  release the result of any revisions  which may be made
to any forward - looking statements to reflect events or circumstances after the
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

Financial Condition

         On September  30, 1996 the SAIF  recapitalization  bill was signed into
law. First Federal's portion of the one time assessment amounted to $337,800 net
of tax. If the one-time  assessment  had not occurred The Company would have had
earnings for the quarter of $417,200 or $ .62 per share, as compared to $338,422
or $ .44 per share for quarter  ended  September  30,  1995.  Going  forward our
future  FDIC  premiums  will drop to .064%  per $100 in  deposits.  This  should
increase the net income of the Company by approximately  $87,500 per year net of
taxes.
<PAGE>
         The Company's total assets increased $4.1 million, or 2.7%, from $150.5
million at June 30, 1996 to $154.6 million at September 30, 1996.  This increase
was due primarily to funds  generated by an increase in deposits of $7.2 million
and a decrease in  borrowings  from FHLB of $4.0 million.  Net loans  receivable
increased $2.5 million and securities available-for-sale increased $350,000. All
of which contributed to a increase in cash and cash equivalents of $1.5 million.
Loan demand and liquidity needs may result in additional  borrowings if deposits
and loan growth remain at current levels.

         Mortgage-backed securities increased $23,500, or .1% from $18.5 million
at June 30, 1996 to $18.6 million at September 30, 1996. The increase was due to
an increase in the fair value of the portfolio of $184,300,  which was offset by
the repayment of principal of $159,000.

         Net loans  receivable  increased  $2.5  million,  or 2.5%  from  $100.5
million at June 30, 1996 to $103.0  million at September 30, 1996.  The increase
in the loan portfolio for the quarter resulted,  primarily,  from an increase in
non-mortgage  loans  of  $1.9  million  due  to an  increase  in  origination's.
Management,  consistent with its  asset/liability  objectives,  will continue to
sell  all of its  newly  originated  fixed-rate  mortgage  loans  with  terms to
maturity greater than 15 years.

         Total deposits increased $7.2 million or 7.8% $92.5 million at June 30,
1996 to $99.7 million at September 30, 1996. For the quarter ended September 30,
1996, passbook accounts decreased $752,000 or 1.6% while certificates of deposit
increased  $8.1 million or 18.7%.  Management  believes that deposit  growth may
become  more costly with the  increase  in  interest  rates and the  competitive
nature of the markets we serve.

         Total borrowed funds  decreased $4.0 million from $41.8 million at June
30, 1996 to $37.8  million at  September  30, 1996.  The  decrease  consisted of
repayments of advances from the Federal Home Loan Bank of Indianapolis.

         Total shareholders' equity increased $16,000 from $15.5 million at June
30, 1996 to $15.5 million at September 30, 1996. The increase  resulted from net
income of $79,000 for the three months ended  September  30, 1996 and the net of
tax  effect  of  the  unrealized  gains  on  securities   available-for-sale  of
$188,0000. Which were reduced for the same period by $105,300 for the payment of
dividends  and  the  repurchase  of  38,682  shares  of FFW  stock  at a cost of
$176,600.

         Results of Operations - Comparison of the Quarters Ended  September 30,
1996 and September 30, 1995

         General.  Net income  decreased  by $249,000 for the three months ended
September 30, 1996 respectively, as compared to the three months ended September
30, 1995.  The decrease  for the three months ended  September  30, 1996 was the
result of the  recognition of the SAIF insurance  fund's one time  assessment of
$556,200 before taxes. All of these items are discussed in greater detail below.

         Net Interest Income. Net interest income increased $137,500 or 13.3% to
$1.1 million from $1.1 million for the quarter ended September 30, 1996 and 1995
respectively.   This  was  primarily  the  result  of  an  increase  in  average
interest-earning assets which exceeded the increase in average  interest-bearing
liabilities.
<PAGE>
         Interest  Income.  Interest income  increased  $237,400 to $2.9 million
from  $2.7  million  for  the  quarter   ended   September  30,  1996  and  1995
respectively.  The  increases  in  interest  income for the three  months  ended
September  30,  1996 were due to  continued  growth in  interest-earning  assets
including  mortgage  loans,  commercial  and consumer loans and  investment,  as
compared  to  the  same  periods  ended  September  30,  1995.  These  increased
interest-earning  assets are the result of competitive pricing,  marketing,  and
the repricing of adjustable-rate loans and mortgage-backed securities.

         Interest Expense.  Interest expense increased  $100,000 to $1.8 million
from  $1.7  million  for  the  quarter   ended   September  30,  1996  and  1995
respectively.  The  increase  in  interest  expense  was due to an  increase  in
deposits  outstanding as compared to the same periods in 1995.  Interest  rates,
while  declining  in the  secondary  markets  have been flat in our local market
areas.  If  interest  rates  remain  at  or  near  current  levels,   management
anticipates  the rate of shift  to  certificates  from  passbook  accounts  will
continue.  Thereby raising our interest expense cost, as the difference  between
rates paid on existing certificates and passbooks expands.

         Provision  for Loan Losses.  The  provision  for loan losses  increased
$14,000 to $20,000 from $6,000 for the quarter ended September 30, 1996 and 1995
respectively.  The loan  loss  provisions  are based on  management's  quarterly
analysis of the allowance for loan losses. The provisions for the three and nine
month  periods  reflect an increase  in  non-mortgage  lending and the  inherent
riskiness  and the number of these  loans as  compared  to 1-4  family  mortgage
loans.  The company will  continue to monitor its  allowance for loan losses and
make future additions to the allowance  through the provision for loan losses as
economic and regulatory  conditions dictate.  Although the Company maintains its
allowance for loan losses at a level which is deemed  consistent  with the level
of risk in the portfolio,  economic  conditions,  etc. there can be no assurance
that  future  losses  will  not  exceed  estimated  amounts  or that  additional
provisions for loan losses will not be required in future periods.

         Non-interest  Income.  Non-interest  income  increased  by  $19,000  to
$158,000  from  $139,000  for the  quarter  ended  September  30,  1996 and 1995
respectively.  The increase was the result of increased  other income of $26,000
which  was  offset  by a  decrease  of  $7,000  in gain on sales of loans to the
Federal Home Loan Mortgage Corporation for the quarter ended September 30, 1996.
Management  believes that with the falling interest rates we will see a increase
in the gain on sales of loans to Freddie  Mac for the  remainder  of the year as
compared to the prior year.

         Non-Interest  Expense.  Non-interest expense increased $598,000 to $1.3
million  from  $659,000  for the  quarter  ended  September  30,  1996  and 1995
respectively.  For the  quarter  ended  September  30,  1996,  compensation  and
benefits  expenses  increased by $43,000,  SAIF insurance  expense  increased by
$565,000,  other expenses  increased  $22,000,  which were partially offset by a
decrease  in  occupancy  expense of $31,500 as  compared  to the  quarter  ended
September  30, 1995.  Compensation  and benefit  expense  increases  were due to
increased staff. The SAIF insurance  increase was due to the one time assessment
incurred,  as a result of  legislation  signed,  on  September  30, 1996 for the
recapitalization  of the SAIF insurance fund,  which insures  deposits in member
thrifts and banks.  Increases in other expenses are due to costs related to data
processing,  and other professional services.  Office occupancy decreased due to
the  completion  of our new office in  Syracuse as compared to last year when we
had a expense for the old facility.
<PAGE>
         Income Tax Expense. Income tax expense decreased $219,000 from $166,000
for the quarter  ended  September  30,  1996 as  compared  to the quarter  ended
September  30, 1995.  This  decrease  resulted in a tax credit of $31,000  which
should be reversed out during the course of the remaining  fiscal year. This tax
expenses  decrease is a direct result of expensing the one time  assessment  for
the SAIF insurance fund.

         Non-Performing  Assets and Allowance for Loan Losses. The allowance for
loan  losses  is  calculated  based  upon an  evaluation  of  pertinent  factors
underlying the types and qualities of the Company's loans.  Management considers
such factors as the repayment  status of a loan,  the  estimated net  realizable
value of the underlying  collateral,  the borrower's  ability to repay the loan,
current and anticipated  economic  conditions  which might affect the borrower's
ability to repay the loan and the Company's past statistical  history concerning
charge-offs.  The Company's  allowance for loan losses as of September 30, 1996,
was $493,760 or 0.5% of total loans. The June 30, 1996 allowance for loan losses
was $553,4400,  or 0.55% of total loans.  Total loans classified as substandard,
doubtful or loss as of September  30, 1996 were $1.1  million,  or 0.7% of total
assets.  Management has considered  non-performing  assets and total  classified
assets in establishing the allowance for loan losses.

         The ratio of non-performing  assets to total assets is one indicator of
the exposure to credit  risk.  Non-performing  assets of the Company  consist of
non-accruing  loans,  accruing loans  delinquent 90 days or more, and foreclosed
assets which have been acquired as a result of  foreclosure or  deed-in-lieu  of
foreclosure.

         Total non-performing  assets increased $148,000 to $240,000, or .16% of
total assets at September 30, 1996, from $92,000 or .06% of total assets at June
30, 1996. The increase in non-performing assets was due to little or no payments
by certain  chronic slow paying  borrowers.  This has prompted us to have a more
aggressive collection policy toward our consumer loan portfolio and has resulted
in a  corresponding  increase in reposed  assets.  Foreclosed  assets  increased
$25,000 due to the foreclosure on three auto loans.
<TABLE>
<CAPTION>
                                                             09/30/96     6/30/96
                                                             --------     -------
                                                             (Dollars in Thousands)
<S>                                                            <C>         <C>
Non-Accruing Loans .....................................       $122        $ 65

Accruing Loans Delinquent 90 days or more ..............         11         --
Troubled Debt Restructurings ...........................         55         --
Foreclosed Assets ......................................         52          27
Total Non-Performing Assets ............................       $240        $ 92
Total Non-Performing Assets as a
Percentage of Total Assets .............................        .16%        .06%
</TABLE>
<PAGE>
         Liquidity and Capital Resources. The Company's primary sources of funds
are  deposits,  principal  and  interest  payments on loans and  mortgage-backed
securities,  FHLB Indianapolis advances and funds provided by operations.  While
scheduled  loan  and   mortgage-backed   security  repayments  and  maturity  of
short-term  investments are a relatively  predictable  source of funds,  deposit
flows are greatly  influenced by general  interest rates,  economic  conditions,
competition  and,  most  recently,  the  restructuring  occurring  in the thrift
industry.  Current Office of Thrift Supervision  regulations require the Bank to
maintain  cash and eligible  investments  in an amount equal to at least 5.0% of
customer  accounts  and  short-term  borrowings  to assure  its  ability to meet
demands for withdrawals and repayment of short-term borrowings.  As of September
30, 1996, the Bank's  liquidity ratio of 8.21%,  exceeds the minimum  regulatory
requirements.

         The Company uses its capital resources  principally to meet its ongoing
commitments  to fund  maturing  certificates  of deposits and loan  commitments,
maintain is liquidity and meet  operating  expenses.  At September 30, 1996, the
Company has  commitments to originate  loans totaling $2.4 million.  The Company
considers  its  liquidity  and  capital  resources  to be  adequate  to meet its
foreseeable  short- and long-term  needs. The Company expects to be able to fund
or  refinance,  on a  timely  basis,  its  material  commitments  and  long-term
liabilities.

         Regulatory  standards  impose the  following  capital  requirements:  a
risk-based  capital standard  expressed as a percent of risk-adjusted  assets, a
leverage ratio of core capital to total adjusted assets,  and a tangible capital
ratio expressed as a percent of total adjusted assets. As of September 30, 1996,
the Bank exceeded all fully phased-in regulatory capital standards.

         At September 30, 1996, the Bank's  tangible  capital was $11.9 million,
or 7.8% of adjusted total assets,  which is in excess of the 1.5% requirement by
$9.6 million.  In addition,  at September 30, 1996, the Bank had core capital of
$11.9  million,  or 7.8% of  adjusted  total  assets,  which  exceeds  the  3.0%
requirement by $7.3 million. The Bank had risk-based capital of $12.4 million at
September  30,  1996 or 14.7% of  risk-adjusted  assets  which  exceeds the 8.0%
risk-based capital requirements by $5.6 million.

         As required by federal law,  the OTS has  proposed a rule  revising its
minimum core capital  requirement  to be no less  stringent than that imposed on
national  banks.  The OTS has proposed that only 13 those  savings  associations
rated a composite  one (the highest  rating)  under the MACRO rating  system for
savings  associations  will be  permitted  to operate at or near the  regulatory
minimum leverage ratio of 3.0%. All other savings  associations will be required
to maintain a minimum  leverage  ratio of 3.0% at least an additional 100 to 200
basis points.  The OTS will assess each individual savings  association  through
the  supervisory  process on a  case-by-case  basis to determine the  applicable
requirement.  No  assurance  can be  given  as to the  final  form  of any  such
regulation,  the date of its effectiveness or the requirement  applicable to the
Bank.  As a result of the prompt  corrective  action  provisions  of federal law
discussed  below,  however,  a savings  association must maintain a core capital
ratio  of at least  4.0% to be  considered  adequately  capitalized  unless  its
supervisory condition is such to allow it to maintain a 3.0% ratio.

         Under the requirements of federal law all the federal banking agencies,
including the OTS, must revise their risk-based  capital  requirements to ensure
that such requirements  account for interest rate risk,  concentration of credit
risk and the risks of  non-traditional  activities,  and that they  reflect  the
actual performance of and expected loss on multi-family loans.
<PAGE>
         The  OTS  had  adopted  a  final  rule  that  requires   every  savings
association  with more than normal  interest  rate risk to deduct from its total
capital, for purposes of determining compliance with such requirement, an amount
equal to 50% of its interest-rate  risk exposure  multiplied by the market value
of its assets. This exposure is a measure of the potential decline in the market
value of portfolio equity of a savings association,  greater than 2%, based upon
a hypothetical 200 basis point increase or decrease in interest rates (whichever
results in a greater  decline)  affecting  on-and  off-balance  sheet assets and
liabilities.  The effective  date of the new  requirement  is July 1, 1994.  Any
savings  association  with less than $300 million in assets and a total  capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise.  It is anticipated  that since the Bank has less than $300 million in
assets,  and a risk-based capital ratio in excess of 12%, it will be exempt from
this rule.
<PAGE>

                           Part II - Other Information

As of September 30, 1996, management is not aware of any current recommendations
by regulatory  authorities which, if they were to be implemented,  would have or
are  reasonably  likely  to have a  material  adverse  effect  on the  Company's
liquidity, capital resources or operations.

Item 1  -  Legal Proceedings

         Not Applicable.

Item 2  -  Changes in Securities

         Not Applicable.

Item 3  -  Defaults upon Senior Securities

         Not Applicable.

Item 4  -  Submission of Matters to a vote of Security Holders
<PAGE>
         The Annual Meeting of  Shareholders  (the "Meeting") of FFW Corporation
was held on October 22,  1996.  The  matters  approved  by  shareholders  at the
Meeting and the number of votes cast for,  against or  withheld  (as well as the
number of abstentions and broker non-votes) as to each matter are set below:
<TABLE>
<CAPTION>
                                                           NUMBER OF VOTES
                                                       ----------------------
          PROPOSAL                                       For         Withheld
          --------                                       ---         --------
<S>                                                    <C>              <C>
Election of the following Directors for a 
  three-year term
         Nicholas M. George .................          514,355          590
         J. Stanley Myers ...................          514,455          490
         Thomas L. Frank ....................          514,455          490
</TABLE>
<TABLE>
<CAPTION>

                                                         For          Against      Abstain
                                                         ---          -------      -------
<S>                                                    <C>               <C>         <C>
Ratification of Crowe Chizek as auditors for
  the fiscal year ending June 30, 197 .......          553,685           25          150
                                                     
</TABLE>
Item 5  -  Other Information

FDIC INSURANCE FUND RESOLUTION SIGNED INTO LAW SEPTEMBER 30, 1996
The  deposit  insurance   recapitalization  bill  for  the  Savings  Association
Insurance  Fund (SAIF) was signed by the  President  late on September 30, 1996.
The bill provided for the capitalization of the SAIF deposit insurance fund. The
passage of the bill  requires  that most thrifts and certain banks pay .657% per
$100 in a one time  assessment  based on deposits of March 31, 1995.  The Bank's
special assessment  amounted to $556,208 before taxes.  Starting January 1, 1997
we should  see our  deposit  insurance  cost drop to .064% from .23% per $100 of
deposits.

Item 5  -  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Not Applicable

         (b)  The  following is a  description  of the Form 8-K's filed during
              the quarter ended September 30, 1996.

              (i)  A Form 8-K was  filed on  August  29,  1996  announcing  the
                   year end income results for fiscal year end June 30, 1996.  

              

<PAGE>

                                   SIGNATURES



Pursuant  to the  requirement  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.



                                                   FFW CORPORATION
                                                      Registrant




Date:   November 12, 1996                     /S/  Nicholas M. George
                                              --------------------------
                                                    Nicholas M. George
                                                    President and Chief
                                                    Executive Officer




Date:   November 12, 1996                     /S/  Charles E. Redman
                                              -------------------------
                                                   Charles E. Redman
                                                   Treasurer and Chief Financial
                                                   Accounting Officer