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 December 31, 1999
                                       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 February 11, 2000 there were 1,423,263 shares of the  Registrant's  common
stock issued and outstanding.
<PAGE>
<TABLE>
<CAPTION>

                                 FFW CORPORATION

                                      INDEX

                                                                                          PAGE NO.
                                                                                          --------
<S>                                                                                       <C>
PART I.     FINANCIAL INFORMATION (unaudited)

Item 1.       Consolidated Condensed Financial Statements                                      3

                  Consolidated Condensed Balance Sheets December 31, 1999
                  and June 30, 1999

                  Consolidated  Condensed  Statements  of Income for the three                 4
                  months and six months ended December 31, 1999 and 1998.

                  Consolidated  Statements  of Cash  Flows  for the six months                 5
                  ended December 31, 1999 and 1998.

                  Notes to Consolidated Condensed Financial Statements                         7


Item 2.       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                             8



PART II.    OTHER INFORMATION

              Signature Page                                                                  13
</TABLE>

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


ASSETS :                                                                                    (Unaudited)
-------                                                                                     December  31         June 30
                                                                                                1999               1999
                                                                                          -------------      -------------
<S>                                                                                       <C>                <C>
         Cash and due from financial institutions                                             7,221,546      $   4,650,866
         Interest-earning deposits in financial institutions - short term                     3,005,725            188,369
                                                                                          -------------      -------------
                  Cash and cash equivalents                                               $  10,227,271      $   4,839,235
         Securities available for sale                                                       49,122,370         51,028,563
         Loans receivable, net of allowance for loan losses of $1,571,965 in December
                  and $1,623,293 in June                                                    151,909,160        151,491,090
         Stock in Federal Home Loan Bank, at cost                                             3,400,900          3,400,900
         Accrued interest receivable                                                          1,604,136          1,616,479
         Premises and Equipment-net                                                           2,071,077          2,124,656
         Investment in limited partnership                                                      626,087            626,087
         Other assets                                                                         1,758,158          2,361,884
                                                                                          -------------      -------------

                           Total Assets                                                   $ 220,719,159      $ 217,488,894
                                                                                          =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
         Non-interest-bearing demand deposits                                             $   9,429,478      $   8,171,372
         Savings, Now and MMDA deposits                                                      51,917,724         52,860,423
         Other time deposits                                                                 74,378,714         69,369,558
                                                                                          -------------      -------------
                  Total Deposits                                                          $ 135,725,916      $ 130,401,353

         Federal Home Loan Bank advances                                                     65,877,262         66,300,388
         Obligation relative to limited partnership                                              75,000             75,000
         Accrued Interest Payable                                                               336,177            196,256
         Accrued expenses and other  liabilities                                                146,962          1,159,057
                                                                                          -------------      -------------

                  Total Liabilities                                                       $ 202,161,317      $ 198,132,054
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<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, 1,798,513 shares
              issued and 1,423,263 outstanding at December 31 1999;  1,785,288 shares
              issued and1,441,224 shares outstanding at June 30, 1999                            17,985             17,853
         Additional paid-in capital                                                           9,099,557          8,965,882
         Retained earnings - substantially restricted                                        14,722,132         13,970,694
         Accumulated other comprehensive income                                              (1,749,936)          (455,386)
         Unearned Employee stock Ownership Plan shares                                                0            (52,331)
         Treasury Stock at cost, 375,250 December 31, 1999 and 344,064 at
                  June 30, 1999                                                              (3,531,896)        (3,089,872)
                                                                                          -------------      -------------

                         Total Shareholders' equity                                          18,557,842         19,356,840

                           Total Liabilities and Shareholders' Equity                     $ 220,719,159      $ 217,488,894
                                                                                          =============      =============
</TABLE>

                                        3
<PAGE>
                          PART I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                           FFW CORPORATION
                                                  CONSOLIDATED STATEMENTS OF INCOME
                                                             (Unaudited)
                                                                            Three Months Ended                Six Months Ended
                                                                              December 31                       December 31
                                                                          1999             1998            1999            1998
                                                                       -----------     -----------      -----------     -----------
<S>                                                                    <C>             <C>             <C>              <C>
Interest Income:
         Loans Receivable
                  Mortgage loans                                       $ 1,449,903     $ 1,552,622     $ 2,898,079      $ 3,138,758
                  Consumer and other loans                               1,746,465       1,613,131       3,510,402        3,082,999
         Securities
                  Taxable                                                  790,671         771,613       1,561,763        1,490,776
                  Nontaxable                                               115,139         122,117         227,773          246,714
         Other Interest-earning assets                                      24,443          18,639          57,250           85,952
                                                                       -----------     -----------     -----------      -----------
                  Total Interest Income                                $ 4,126,621     $ 4,078,122     $ 8,255,267      $ 8,045,199

Interest Expense :

         Deposits                                                        1,477,191       1,476,148       2,933,353        2,966,800
         Other                                                             906,181         924,798       1,816,490        1,840,122
                                                                       -----------     -----------     -----------      -----------
                  Total Interest Expense                               $ 2,383,372     $ 2,400,946     $ 4,749,843      $ 4,806,922

Net Interest Income                                                      1,743,249       1,677,176       3,505,424        3,238,277

         Provision for Loan Losses                                         215,000         120,000         350,000          240,000
                                                                       -----------     -----------      -----------     -----------

Net interest income after provision for loan losses                      1,528,249       1,557,176       3,155,424        2,998,277

Non-interest income :

         Net gain or (loss) on sale of interest-earning assets               6,340          71,896         (27,210)         102,061
         Net unrealized gain or loss on loans held for sale                   --              --              --               --
         Other                                                             351,169         305,016         656,940          584,991
                                                                       -----------     -----------      -----------     -----------
                  Total Non-Interest Income                            $   357,509     $   376,912     $   629,730      $   687,052


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                    <C>             <C>             <C>              <C>
Non-Interest Expense :

         Compensation and Benefits                                         470,602         529,574       1,014,012        1,042,107
         Occupancy and equipment                                            95,691          91,677         190,478          185,627
         Data Processing                                                   113,204         122,995          220,765         202,189
         Other                                                             326,505         358,173         647,518          674,491
                                                                       -----------     -----------      -----------     -----------
                  Total Non-Interest Expense                           $ 1,006,002     $ 1,102,419     $ 2,072,773      $ 2,104,414
                                                                       -----------     -----------      -----------     -----------

Income before income taxes                                                 879,756         831,669       1,712,381        1,580,915

         Income Tax Expense                                                316,891         292,141         615,475          560,703
                                                                       -----------     -----------      -----------     -----------

Net Income                                                             $   562,865     $   539,528     $ 1,096,906      $ 1,020,212
                                                                       ===========     ===========      ===========     ===========

Earnings per common and common equivalent shares :
         Basic                                                         $       .40     $       .38     $       .77     $       .71
         Diluted                                                       $       .39     $       .37     $       .76     $       .69
         Dividends                                                     $       .12     $      .105     $       .24     $       .21
         Diluted weighted average common shares outstanding              1,449,669       1,469,847       1,450,424        1,470,241
</TABLE>

                                        4

<PAGE>
                          PART I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                 FFW CORPORATION
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (Unaudited)

                                                                                        Six Months Ended
                                                                                           December 31
                                                                                  1999                   1998
                                                                              -----------            -----------

<S>                                                                           <C>                    <C>
Cash flows from operating activities :
         Net Income                                                           $ 1,096,906            $ 1,020,212
         Adjustments to reconcile net income to net cash
              from operating activities :
             Depreciation and amortization, net of accretion .                    (11,618)               (37,059)
             Provision for loan losses                                            350,000                240,000
             Net (gains) losses on sale of :
                  Securities available for sale                                    34,224                  4,831
                      Loans held for sale                                          (7,015)              (106,892)
                  Foreclosed real estate and repossessed assets                   (37,883)               (18,619)
             Origination of loans held for sale                                  (890,400)            (6,307,139)
             Proceeds from sale of loans held for sale                            897,415              6,390,157
             ESOP expenses                                                        121,181                156,852
             Net change in accrued interest receivable and other
                       assets                                                    (143,994)              (540,213)
             Amortization of goodwill and core deposit intangibles ..              78,174                 78,174
             Net change in accrued interest payable, accrued
                  expenses and other liabilities                                  290,618                (75,429)
                                                                              -----------            -----------
                           Total adjustments                                  $   680,702            $  (215,337)
                                                                              -----------            -----------
                  Net cash from operating activities                          $ 1,777,608            $   804,875

Cash flows from investing activities :

             Proceeds from :
                  sales/calls of securities available for sale                  2,980,941              3,001,136
                  Maturities of securities available for sale                     780,000              4,405,000
             Purchase of :
                        Securities available for sale                          (4,096,398)            (6,000,000)
                  Federal Home Loan Bank Stock                                          0               (675,000)
             Principal collected on mortgage- backed securities                   173,427                305,652
             Net change in loans receivable                                      (956,089)            (8,837,115)
             Net purchases premises and equipment                                 (44,078)              (110,502)
             Investment in limited partnership                                          0               (168,750)
             Proceeds from sales of other real estate and
                  Repossessed assets                                              603,795                428,360
                                                                              -----------            -----------
                  Net cash from investing activities                          $  (558,402)           $(7,651,219)

</TABLE>
                                        5
<PAGE>
                          PART I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                     FFW CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Continued)

                                                               1999             1998
                                                          ------------      ------------
<S>                                                       <C>               <C>
Cash flows from financing activities :

            Net increase in deposits                         5,324,563         5,563,664
            Proceeds from short-term borrowings             38,747,898        26,500,000
            Payment on short-term borrowings               (39,171,024)      (21,500,000)
            Purchase of Treasury Stock                        (442,024)         (288,634)
            Proceeds from exercising of stock options           54,885            15,000
            Cash dividends paid                               (345,468)         (304,798)
                                                          ------------      ------------
                  Net cash from financing activities      $  4,168,830      $  9,985,232

Net increase (decrease) in cash and cash equivalents      $  5,388,036      $  3,138,888
Cash and cash equivalents at beginning of period          $  4,839,235      $  4,410,352

Cash and cash equivalents at end of period                $ 10,227,271      $  7,549,240
                                                          ============      ============


</TABLE>


                                       6

<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  December  31,  1999 and June 30, 1999 and the results of its
operations,  for the three and the six months  ended  December 31, 1999 and 1998
Financial  Statement  reclassifications  have been made for the prior  period to
conform to classifications used as of and for the period ended December 31, 1999

         Operating  results for the three and six months ended December 31, 1999
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ended June 30, 2000.

(2)  Earnings Per Share of Common Stock

         Basic and diluted earning per share are computed under a new accounting
standard  effective in the quarter  ended  December 31, 1997.  All prior amounts
have been restated to be  comparable.  Basic  earnings per share is based on net
income (less  preferred  dividends)  divided by the weighted  average  number of
shares  outstanding  during the  period.  Diluted  earnings  per share shows the
dilutive  effect of additional  common shares  issuable under stock options (and
convertible  securities).  Diluted  net income  per common  share for the second
quarter of 1999  amounted to 39 cents,  up 5.4 percent from the 37 cents for the
second quarter of 1998.  Diluted net income per share for the first two quarters
of 1999 was 76 cents,  up 10.1  percent  from the 69 cents for the same period a
year ago.

(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 December
31,  1999,  the capital  requirements  for the Bank under  FIRREA and its actual
capital  ratios.  As of December 31, 1999, the Bank  substantially  exceeded all
current regulatory capital standards.
<PAGE>
                                    Regulatory                  Actual
                               Capital Requirement        Capital (Bank Only)
                               Amount      Percent        Amount       Percent
                               ------      -------        ------       -------
                                           (Dollars in Thousands)

Risk-Based .................  $11,158        8.00%       $17,792        12.76%
Core Capital ...............    8,789        4.00%        16,238         7.39%
Tangible Capital ...........    3,296        1.50%        16,238         7.39%


(4)  Common Stock Cash Dividends

         On  November  23,  1999 the  Board  of  Directors  of FFW  Corporation,
declared a quarterly  cash  dividend of $.12 per share.  The  dividend  was paid
December 31, 1999 to shareholders of record on December 15, 1999. The payment of
the cash dividend reduced shareholders' equity by $173,454.

                                        7
<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 1997.  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

         The Company's total assets increased $3.2 million, or 1.5%, from $217.5
million at June 30, 1999 to $220.7  million at December 31, 1999.  This increase
was due primarily to funds generated by an increase in cash and cash equivalents
of $5.4  million.  Net  loans  receivables  increased  $418,000  and  securities
available-for-sale  decreased $1.9 million.  Loan demand and liquidity needs may
result in  additional  borrowings  if deposits and loan growth remain at current
levels.

         Total securities  available-for-sale  decreased $1.9 million from $51.0
million at June 30, 1999 to $49.1  million at December 31, 1999.  This  decrease
was  primarily  the  result  of  the  change  in  unrealized  depreciation.  The
available-for-sale   portfolio  consists  primarily  of  municipal   securities,
government  agencies,  mortgage-backed  securities and to a lesser extent mutual
funds and FNMA preferred stock.
<PAGE>
         Net loans receivable  increased $418,000 or 0.3% from $151.5 million at
June 30, 1999 to $151.9  million at December 31, 1999.  The increase in the loan
portfolio  for  the  six  months  resulted,   primarily,  from  an  increase  in
non-mortgage loans. 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 $ 5.3 million or 4.1% from $130.4 million at
June 30, 1999 to $135.7  million at December 31, 1999.  For the six months ended
December 31, 1999,  Non-interest bearing demand deposits increased $ 1.2 million
or 15.4% and other time  deposits  increased $ 5.0  million or 7.2%.  Management
believes  that deposit  growth may become more costly with the  increased use of
specials with higher interest rates and the competitive nature of the markets we
serve.
                                        8
<PAGE>
         Total borrowed funds decreased  $423,000 from $66.3 million at June 30,
1999 to $65.9 million at December 31, 1999.  The decrease  consisted of payments
on short term advances from the Federal Home Loan Bank of Indianapolis.

         Total  shareholders'  equity  decreased  $799,000 from $19.4 million at
June 30, 1999 to $18.6 million at December 31, 1999. The decrease  resulted in a
decrease  in the  market  value  of  investments,  net of tax,  of 1.3  million,
dividends of $345,000 and treasury stock  purchases of $ 442,000,  offset by net
income of $ 1.1 million.

Results of  Operations - Comparison  of the three and six months ended  December
31, 1999 and December 31, 1998

         General.  Net income increased by $23,000 and $77,000 for the three and
six months ended  December 31, 1999  respectively,  as compared to the three and
six months ended  December  31, 1998.  The increase for the three and six months
ended  December 31, 1999 was  primarily  the result of increases in net interest
income, and non-interest  income offset by an increase in non-interest  expense.
All of these items are discussed in greater detail below.

         Net Interest Income.  Net interest income increased $66,000 or 3.9% for
the three months ended December 31, 1999 and $267,000 or 8.2% for the six months
ended  December  31,  1999  compared  over the  same  period  in 1998.  This was
primarily  the result of an increase in average  interest-earning  assets  which
exceeded  the   increase  in  average   interest-bearing   liabilities,   and  a
corresponding increase in the spread earned.

               Interest Income.  Interest income increased  $48,000 and $210,000
to $4.13 million and $8.26  million for the three and six months ended  December
31, 1999  respectively,  as compared to the three and six months ended  December
31, 1998.  The  increases in interest  income for the three and six months ended
December  31,  1999  were due to  continued  growth in  interest-earning  assets
specifically  commercial  loans,  as compared to the same periods ended December
31, 1998. These increased  interest-earning assets are the result of competitive
pricing,   marketing,   and  the   re-pricing  of   adjustable-rate   loans  and
mortgage-backed securities.

         Interest  Expense.  Interest expense  decreased  $18,000 and $57,000 to
$2.4 million and $4.7  million for the three and six months  ended  December 31,
1999  respectively,  as compared to the three and six months ended  December 31,
1998.  For the three and six months ended  December  31,  1999,  the decrease in
interest  expense  was due to  lowered  re-pricing  of our  borrowed  funds  and
deposits outstanding as compared to the same periods in 1998.

         Provision  for Loan Losses.  The  provision  for loan losses  increased
$95,000 to $215,000 for the three months ended  December 31, 1999, the provision
increased  $110,000  for the six months  ended to $350,000  compared to the same
period in 1998. The provisions for the three month period 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.  With the  expansion  into  commercial
lending the company will  continue to increase its allowance for loan losses and
make future additions to the allowance through provision for loan losses as loan
growth,  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.
<PAGE>
         Non-interest  Income.  Non-interest  income for the three month periods
ended December 31, 1999, and 1998 was $358,000 and $377,000,  respectively,  and
for the six month periods was $630,000 in 1999 and $687,000 in 1998. For the six
months  ended  gain on sale of loans  decreased  $  100,000  and loss on sale of
investments  increased $ 29,000 over the same period in 1998. The decreases were
offset by  increases in  commission  income of $ 20,000 and loan fee income of $
36,000 compared to the same period last year.

         Non-Interest  Expense.  Non-interest expense for the three month period
ended  December  31,  1999,  was $1.0  million a decrease  of 8.7% over the same
period in 1998 and was $2.1 million for the six month period ended  December 31,
1999, a decrease of 1.5% over 1998.  For the six months ended  compensation  and
benefits  decreased 2.7% and other expenses  decreased 3.9% over the same period
last year.  The decrease came from a change in ESOP expense of $ 36,000 based on
the decrease in market value of the shares earned.  Other expenses had decreases
in REO expense and office supplies totaling $ 43,000 compared to the same period
in 1998.

         Income Tax Expense.  The provision for income taxes for the three month
and six month  periods  ended  December  31,  1999,  was  $317,000  and $615,000
respectively,  compared to $292,000 and $561,000 for the  comparable  periods in
1998. The provision for income taxes for the six months ended December 31, 1999,
is at a rate which management  believes  approximates the effective rate for the
year. The increase is due to increased taxable income in 1999 compared to 1998.


                                        9

<PAGE>
         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 December 31, 1999,
was $1.6 million or 1.02% of total loans.  The June 30, 1999  allowance for loan
losses was $ 1.6 million,  or 1.06% of total loans.  Total loans  classified  as
substandard, doubtful or loss as of December 31, 1999 were $2.1 million or 0.95%
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.

                                                     12/31/99           6/30/99
                                                       (Dollars in thousands)
Non-Accruing Loans ..............................     $1,274             $ 410
Accruing Loans Delinquent 90 days or more .......        ---               ---
Troubled Debt Restructurings ....................        ---               ---
Foreclosed Assets ...............................         38               432
                                                     -------             -----
Total Non-Performing Assets .....................    $ 1,312             $ 842
                                                     =======             =====
Total Non-Performing Assets as a
Percentage of Total Assets ......................        .59%              .39%


         Total non-performing assets increased $470,000 to $1.3 million, or .59%
of total assets at December 31, 1999,  from  $842,000 or .39% of total assets at
June 30, 1999.  The increase in  non-performing  assets was primarily due to the
addition of several mortgage loans.  Foreclosed assets decreased $394,000 due to
the sale of two REO properties.

         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.

         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 December 31, 1999,  the
Company has  commitments to originate  loans totaling $1.2 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.
<PAGE>
         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 December 31, 1999,
the Bank exceeded all fully phased-in regulatory capital standards.

         At December 31, 1999, the Bank's tangible capital was $16.2 million, or
7.39% of adjusted  total assets,  which is in excess of the 1.5%  requirement by
$12.9 million.  In addition,  at December 31, 1999, the Bank had core capital of
$16.2  million,  or 7.39% of  adjusted  total  assets,  which  exceeds  the 4.0%
requirement by $7.4 million. The Bank had risk-based capital of $17.8 million at
December  31,  1999 or 12.76% of  risk-adjusted  assets  which  exceeds the 8.0%
risk-based capital requirements by $6.6 million.

                                       10
<PAGE>
         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 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.

         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.

                                       11

<PAGE>
                           Part II - Other Information

         As of  December  31,  1999,  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

              Not Applicable

Item 5  -  Other Information

         Not Applicable

Item 6  -  Exhibits and Reports on Form 8-K

         Not Applicable


                                       12

<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: February 14, 2000                 /S/Nicholas M. George
      -----------------                 --------------------
                                        Nicholas M. George
                                        President and Chief Executive Officer




Date:February 14, 2000                  /S/Roger K. Cromer
     -----------------                  --------------------
                                        Roger K. Cromer
                                        Treasurer and Chief Financial
                                        Accounting Officer


                                       13