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, 1998
                                       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 12, 1999 there were 1,442,032 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 December 31, 1998
                  and June 30, 1998

                  Consolidated  Condensed  Statements  of Income for the 4 three
                  months and six months ended December 31, 1998 and 1997.

                  Consolidated  Statements  of Cash  Flows  for the six 5 months
                  ended December 31, 1998 and 1997.

                  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>
<TABLE>
<CAPTION>

                                                  PART I: FINANCIAL INFORMATION
                                                         FFW CORPORATION
                                                   CONSOLIDATED BALANCE SHEETS

                                                                                                    (Unaudited)
ASSETS :                                                                                             December 31          June 30
                                                                                                       1998               1998
                                                                                                       -----              ----
<S>                                                                                                  <C>            <C>          
         Cash and due from financial institutions ..........................................         5,024,740      $   4,023,917

         Interest-earning deposits in financial institutions - short term ..................         2,524,500            386,435
                                                                                                 -------------      -------------
                  Cash and cash equivalents ................................................     $   7,549,240      $   4,410,352
         Securities available for sale .....................................................        48,963,032         50,293,229

         Loans receivable, net of allowance for loan losses of $1,112,210 in December
                  and $982,532 in June .....................................................       147,735,685        139,393,692

         Stock in Federal Home Loan Bank, at cost ..........................................         3,282,000          2,757,200

         Accrued interest receivable .......................................................         1,485,421          1,428,927

         Premises and Equipment-net ........................................................         2,220,656          2,205,458
              Investment in limited partnership ............................................           704,991            704,990
         Other assets ......................................................................         2,387,520          2,117,415
                                                                                                 -------------      -------------

                           Total ...........................................................     $ 214,328,545      $ 203,311,263
                                                                                                 =============      =============
Assets

LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
         Non-interest-bearing demand deposits ..............................................     $   8,880,211      $   6,935,426

         Savings, Now and MMDA deposits ....................................................        53,354,059         51,485,630
         Other time deposits ...............................................................        68,585,697         66,835,247
                                                                                                 -------------      -------------
                  Total ....................................................................     $ 130,819,967      $ 125,256,303
Deposits
         Federal Home Loan Bank advances ...................................................        61,500,000         56,500,000

              Obligation relative to limited partnership ...................................           131,250            300,000
         Accrued Interest Payable ..........................................................           232,957            204,036
         Accrued expenses and other ........................................................         1,845,683          1,922,197
                                                                                                 -------------      -------------
liabilities
                  Total Liabilities ........................................................     $ 194,529,857      $ 184,182,536

</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, 1,778,096 shares
              issued and 1,442,032 outstanding at December 31 1998; 1,775,096 shares
              issued and1,458,032 shares outstanding at June 30, 1998 ......................            17,781             17,751
         Additional paid-in capital ........................................................         8,916,103          8,793,133
         Retained earnings - substantially restricted ......................................        13,184,813         12,468,144
         Net unrealized depreciation on securities available for sale, net of  tax liability
                  of $569,458 on December 31, 1998 and of $489,649 on ......................           804,358
                  June 30, 1998.............................................................                              685,432
          Unearned Employee stock Ownership Plan shares ....................................          (151,747)          (151,748)

         Treasury Stock at cost, 336,064 on December 31, 1998 and 317,064 at
                  June 30, 1998 ............................................................        (2,972,620)        (2,683,985)
                                                                                                 -------------      -------------
                         Total Shareholders' equity ........................................        19,798,688         19,128,727


                           Total Liabilities and Shareholders' Equity ......................     $ 214,328,545      $ 203,311,263
                                                                                                 =============      =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        PART I: FINANCIAL INFORMATION
                                                                FFW CORPORATION
                                                        CONSOLIDATED STATEMENTS OF INCOME
                                                                  (Unaudited)


                                                                      Three Months Ended                 Six Months Ended
                                                                         December 31                       December 31
                                                                     1998           1997              1998           1997
                                                                -----------      -----------     -----------     -----------
<S>                                                             <C>              <C>             <C>             <C>  
Interest Income:

         Loans Receivable
                  Mortgage loans ..........................     $ 1,552,622      $ 1,600,395     $ 3,138,758     $ 3,181,829
                   Consumer and other loans ...............       1,613,131        1,094,804       3,082,999       2,091,341
         Securities
                  Taxable .................................         771,613          767,562       1,490,776       1,529,521
                  Nontaxable ..............................         122,117          105,097         246,714         208,506
         Other Interest-earning assets ....................          18,639           10,950          85,952          73,149
                                                                -----------      -----------     -----------     -----------
                  Total Interest Income ...................     $ 4,078,122      $ 3,578,808     $ 8,045,199     $ 7,084,346

Interest Expense :

         Deposits .........................................       1,476,148        1,365,681       2,966,800       2,752,142
         Other ............................................         924,798          743,723       1,840,122       1,418,989
                                                                -----------      -----------     -----------     -----------
                  Total Interest Expense ..................     $ 2,400,946      $ 2,109,404     $ 4,806,922     $ 4,171,131

Net Interest Income .......................................       1,677,176        1,469,404       3,238,277       2,913,215

         Provision for Loan Losses ........................         120,000           65,000         240,000         265,000
                                                                -----------      -----------     -----------     -----------

Net interest income after provision for loan losses .......       1,557,176        1,404,404       2,998,277       2,648,215

Non-interest income :

         Net gain on sale of interest-earning assets ......          71,896           26,309         102,061          42,549
         Net unrealized gain or loss on loans held for sale            --               --              --              --
         Other ............................................         305,016          225,895         584,991         443,445
                                                                -----------      -----------     -----------     -----------
                  Total Non-Interest Income ...............     $   376,912      $   252,204     $   687,052     $   485,994
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        PART I: FINANCIAL INFORMATION
                                                                FFW CORPORATION
                                                        CONSOLIDATED STATEMENTS OF INCOME
                                                                  (Unaudited)


                                                                      Three Months Ended                 Six Months Ended
                                                                         December 31                       December 31
                                                                     1998           1997              1998           1997
                                                                -----------      -----------     -----------     -----------
<S>                                                             <C>              <C>             <C>             <C>  

         Compensation and Benefits ........................         529,574          459,880       1,042,107         902,417
         Occupancy and equipment ..........................          91,677           81,072         185,627         161,685
         SAIF deposit insurance premiums ..................          30,376           29,993          61,468          57,157
         Other ............................................         450,792          358,570         815,212         718,368
                                                                -----------      -----------     -----------     -----------
                  Total Non-Interest Expense ..............     $ 1,102,419      $   929,515     $ 2,104,414     $ 1,839,627
                                                                -----------      -----------     -----------     -----------


Income before income taxes ................................         831,669          727,093       1,580,915       1,294,582

         Income Tax Expense ...............................         292,141          248,468         560,703         345,978
                                                                -----------      -----------     -----------     -----------

Net Income ................................................     $   539,528      $   478,625     $ 1,020,212     $   948,604
                                                                ===========      ===========     ===========     ===========

Other Comprehensive Income, Net of Tax:
               Unrealized Gain (Loss) on Securities .......        (265,911)         122,447         118,926         201,213

Comprehensive Income ......................................     $   273,617      $   601,072     $ 1,139,138     $ 1,149,817
                                                                ===========      ===========     ===========     ===========

Earnings per common and common equivalent shares :

         Basic ............................................     $       .38      $       .34     $       .71     $       .68
         Diluted ..........................................     $       .37      $       .34     $       .69     $       .66

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              PART I: FINANCIAL INFORMATION
                                                     FFW CORPORATION
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                                                               Six Months Ended
                                                                                                  December 31
                                                                                           1998               1997
                                                                                           ----               ----
<S>                                                                                  <C>               <C>         
Cash flows from operating activities :
         Net Income ............................................................     $  1,020,212      $    948,604
         Adjustments  to  reconcile  net  income  to  net  cash  from  operating
              activities :

             Depreciation and amortization, net of accretion ...................          (37,059)          (38,719)
             Provision for loan losses .........................................          240,000           265,000
              Net (gains) losses on sale of :
                  Securities available for sale ................................            4,831              --
                      Loans held for sale ......................................         (106,892)          (57,372)
                  Foreclosed estate owned and repossessed assets ...............          (18,619)            4,187
             Origination of loans held for sale ................................       (6,307,139)       (3,710,838)
             Proceeds from sale of loans held for sale .........................        6,390,157         3,768,210
             ESOP expenses .....................................................          156,852            49,000
             Amortization of MRP contribution ..................................             --                --
             Net change in accrued interest receivable .........................          (56,494)         (386,607)
             Amortization of goodwill and core deposit intangibles .............           78,174            82,237
             Net change in other assets ........................................         (483,719)         (392,699)
             Net change in accrued interest payable, accrued
                  expenses and other liabilities ...............................          (75,429)        2,419,052
                                                                                     ------------      ------------
                           Total adjustments ...................................     $   (215,337)     $  2,001,451
                                                                                     ------------      ------------
                  Net cash from operating activities ...........................     $    804,875      $  2,950,055

Cash flows from investing activities :
             Net change in interest-bearing deposits in other
                  Financial institutions .......................................             --                --
             Proceeds from :
                  sales/calls of securities available for sale .................        3,001,136         8,000,000
                  sales/calls of securities held-to-maturity ...................             --                --
                  Maturities of securities available for sale ..................        4,405,000           300,000
                  Maturities of securities held-to-maturity ....................             --                --
             Purchase of :
                        Securities available for sale ..........................       (6,000,000)      (15,106,469)
                  Federal Home Loan Bank Stock .................................         (675,000)         (309,600)
             Principal collected on mortgage- backed securities ................          305,652           327,627
                                                                                                       ............
             Net change in loans receivable ....................................       (8,837,115)      (14,328,678)
                                                                                                       ............
             Net purchases premises and equipment ..............................         (110,502)         (159,583)
             Investment in limited partnership .................................         (168,750)         (187,500)
             Proceeds from sales of other real estate and
                  Repossessed assets ...........................................          428,360           155,140
                                                                                     ------------      ------------
                  Net cash from investing activities ...........................     $ (7,651,219)     $(21,309,063)

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


                                                                     Six Months
                                                                        Ended
                                                                     December 31
                                                               1998              1997
                                                               ----              ----
<S>                                                          <C>                 <C>     
Cash flows from financing activities :

            Net increase in deposits ................        5,563,664           (12,786)

            Proceeds from short-term borrowings .....       26,500,000        43,475,956
            Payment on short-term borrowings ........      (21,500,000)      (35,600,000)
            Purchase of Treasury Stock ..............         (288,634)             --

            Proceeds from exercising of stock options           15,000           103,070
            Cash dividends paid .....................         (304,798)         (258,549)
                                                          ------------      ------------

                  Net cash from financing activities      $  9,985,232      $  7,707,691


Net increase (decrease) in cash and cash equivalents      $  3,138,888      $(10,651,317)
Cash and cash equivalents at beginning of period ....     $  4,410,352      $ 17,120,614

Cash and cash equivalents at end of period ..........     $  7,549,240      $  6,469,297
                                                          ============      ============
</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 December 31, 1998 and June 30,  1998,  and the results of its
operations,  for the three and the six months ended  December 31, 1998 and 1997.
Financial  Statement  reclassifications  have been made for the prior  period to
conform to  classifications  used as of and for the period  ended  December  31,
1998.

         Operating  results for the three and six months ended December 31, 1998
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ended June 30, 1999.

(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 1998  amounted to 37 cents,  up 8.8 percent from the 34 cents for the
second quarter of 1997.  Diluted net income per share for the first two quarters
of 1998 was 69 cents,  up 4.5  percent  from the 66 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,  1998,  the capital  requirements  for the Bank under  FIRREA and its actual
capital  ratios.  As of December 31, 1998, the Bank  substantially  exceeded all
current regulatory capital standards.
 
                               Regulatory                  Actual
                           Capital Requirement       Capital (Bank Only)
                       Amount          Percent     Amount        Percent
                       ------          -------     ------        -------
                                     (Dollars in Thousands)

Risk-Based            $10,342           8.00%      $16,018        12.39%
Core Capital            6,298           3.00%       14,967         7.13%
Tangible  Capital       3,149           1.50%       14,967         7.13%

<PAGE>
(4)  Common Stock Cash Dividends

         On  November  24,  1998,  the Board of  Directors  of FFW  Corporation,
declared a quarterly  cash  dividend of $.105 per share.  The  dividend was paid
December 31, 1998 to shareholders of record on December 15, 1998. The payment of
the cash dividend reduced shareholders' equity by $151,664.
<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 $11 million,  or 5.4%, from $203.3
million at June 30, 1998 to $214.3  million at December 31, 1998.  This increase
was due  primarily to funds  generated  by an increase in advances  from FHLB of
$5.0  million.  Net loans  receivables  increased  $8.3  million and  securities
available-for-sale  decreased $1.3 million.  Loan demand and liquidity needs may
result in  additional  borrowings  if deposits and loan growth remain at current
levels.
<PAGE>
         Total securities  available-for-sale  decreased $1.3 million from $50.3
million at June 30, 1998 to $49.0  million at December 31, 1998.  This  decrease
was primarily the result of callable  bonds.  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.

         Net loans  receivable  increased  $8.3  million,  or 6.0%  from  $139.4
million at June 30, 1998 to $147.7 million at December 31, 1998. The increase in
the loan portfolio for the six months resulted,  primarily,  from an increase in
non-mortgage  loans  of  $11.9  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 $ 5.6 million or 4.4% from $125.3 million at
June 30, 1998 to $130.8  million at December 31, 1998.  For the six months ended
December 31, 1998,  Non-interest bearing demand deposits increased $ 1.9 million
or 28.0% and  Savings,  Now and MMDA  accounts  increased $ 1.9 million or 3.6%.
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.

         Total borrowed funds  increased $5.0 million from $56.5 million at June
30, 1998 to $61.5  million at December 31, 1998.  The increase  consisted of new
short term advances from the Federal Home Loan Bank of Indianapolis.

         Total  shareholders'  equity  increased  $668,000 from $19.1 million at
June 30, 1998 to $19.8 million at December 31, 1998. The increase  resulted from
net income of $1.02 million, and an increase in the market value of investments,
net of tax of $119,000  which was partially  reduced by $305,000 for the payment
of dividends, and $ 108,000 for the unearned employee stock ownership plans.

Results of  Operations - Comparison  of the three and six months ended  December
31, 1998 and December 31, 1997

         General.  Net income increased by $61,000 and $72,000 for the three and
six months ended  December 31, 1998  respectively,  as compared to the three and
six months ended  December  31, 1997.  The increase for the three and six months
ended  December 31, 1998 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  $208,000 or 13.5%
for the three months  ended  December 31, 1998 and $325,000 or 11.2% for the six
months ended December 31, 1998 compared to the same in 1997.  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 $499,000 and $961,000
to $4.08 million and $8.05  million for the three and six months ended  December
31, 1998  respectively,  as compared to the three and six months ended  December
31, 1997.  The  increases in interest  income for the three and six months ended
December  31,  1998  were due to  continued  growth in  interest-earning  assets
including  commercial and consumer  loans, as compared to the same periods ended
December 31, 1997.  These  increased  interest-earning  assets are the result of
competitive pricing,  marketing, and the re-pricing of adjustable-rate loans and
mortgage-backed securities.
<PAGE>
         Interest Expense.  Interest expense increased  $292,000 and $636,000 to
$2.4 million and $4.8  million for the three and six months  ended  December 31,
1998  respectively,  as compared to the three and six months ended  December 31,
1997.  For the three and six months ended  December  31,  1998,  the increase in
interest  expense  was  due  to an  increase  in  borrowed  funds  and  deposits
outstanding  as  compared to the same  periods in 1997.  Interest  rates,  while
remaining  steady have  increased  the use of higher  rate  specials by everyone
trying to attract deposits.

         Provision  for Loan Losses.  The  provision  for loan losses  increased
$55,000 to $120,000 for the three months ended  December 31, 1998, the provision
decreased  $25,000  for the six months  ended to  $240,000  compared to the same
period in 1997.  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 for the three month periods
ended December 31, 1998, and 1997 was $377,000 and $252,000,  respectively,  and
for the six month periods was $687,000 in 1998 and $486,000 in 1997. For the six
month period gain on the sale of loans increased 152.2% and deposit account fees
increased by 60.0%.  Management  believes that with the lower  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 last year.

         Non-Interest  Expense.  Non-interest expense for the three month period
ended  December  31,  1998,  was $1.1 million an increase of 18.6% over the same
period in 1997 and was $2.1 million for the six month period ended  December 31,
1998,  and increase of 14.39% over 1997.  For the six months ended  December 31,
1998,  compensation  and benefits  increased  15.47%,  occupancy  and  equipment
increased 14.8% and miscellaneous  other expense increased 13.5% compared to the
same period in 1997. The increase in  compensation  and benefits is due to added
expense from the ESOP. Depreciation on building expenses is primarily the reason
for the increase in occupancy and equipment.  Miscellaneous  other expense is up
due to increased data processing expense.

         Income Tax Expense.  The provision for income taxes for the three month
and six month  periods  ended  December  31,  1998,  was  $292,000  and $561,000
respectively,  compared to $248,000 and $346,000 for the  comparable  periods in
1997. The provision for income taxes for the six months ended December 31, 1998,
is at a rate which management  believes  approximates the effective rate for the
year. The increase is due to increased taxable income in 1998 compared to 1997.

         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, 1998,
was $1.1 million or 0.75% of total loans.  The June 30, 1998  allowance for loan
losses  was  $983,000,  or  0.7% of  total  loans.  Total  loans  classified  as
substandard, doubtful or loss as of December 31, 1998 were $1.3 million or 0.58%
of total  assets.  Management  has  considered  non-performing  assets and total
classified assets in establishing the allowance for loan losses.
<PAGE>
         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.


                                               12/31/98          6/30/98

                                                  (Dollars in Thousands)

Non-Accruing Loans                                 $960           $  713
Accruing Loans Delinquent 90 days or more           ---              ---
Troubled Debt Restructurings
                                                    ---              ---
Foreclosed Assets                                   291              160
                                                -------           ------
Total Non-Performing Assets                     $ 1,251            $ 873
                                                =======           ======

Total Non-Performing Assets as a
Percentage of Total Assets                         .58%             .43%



         Total non-performing  assets increased $378,000 to $1,251,000,  or .58%
of total assets at December 31, 1998,  from  $873,000 or .43% of total assets at
June 30, 1998.  The increase in  non-performing  assets was primarily due to the
addition of several auto loans.  Foreclosed assets increased $131,000 due to the
repossession of some REO property.

         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, 1998,  the
Company has  commitments to originate  loans totaling $1.8 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, 1998,
the Bank exceeded all fully phased-in regulatory capital standards.

         At December 31, 1998, the Bank's tangible capital was $15.0 million, or
7.13% of adjusted  total assets,  which is in excess of the 1.5%  requirement by
$11.8 million.  In addition,  at December 31, 1998, the Bank had core capital of
$15.0  million,  or 7.13% of  adjusted  total  assets,  which  exceeds  the 3.0%
requirement by $8.7 million. The Bank had risk-based capital of $16.0 million at
December  31,  1998 or 12.4% of  risk-adjusted  assets  which  exceeds  the 8.0%
risk-based capital requirements by $5.7 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 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.

YEAR 2000

         The Year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer chips that store the year portion of the
date as just two digits  (e.g.,  98 for  1998).  Systems  using  this  two-digit
approach may not be able to determine  whether "00"  represents the Year 2000 or
1900. The problem, if not corrected,  may make those systems fail altogether or,
even worse, allow them to generate incorrect  calculations  causing a disruption
of normal operations.
<PAGE>
         In 1997, a comprehensive project plan to address the Year 2000 issue as
it relates to the company's  operation was  developed,  approved by the Board of
Directors  and  implemented.  The  scope  of  the  plan  includes  five  phases,
Awareness, Assessment,  Renovation,  Validation (testing), and Implementation as
defined by federal banking regulatory  agencies. A project team was assigned and
consists of key members of  management.  This team was to assess our systems and
equipment  and our  vendors to  ascertain  their  readiness  and to develop  the
overall  plan to bring our  systems  into  compliance.  Additionally,  it was to
assess the readiness of our  customers and determine  what risk, if any, our key
customers pose to the bank with regards to their Year 2000 readiness. The duties
of the Vice  President of  Operations  were  realigned to serve as the Year 2000
Project Manager.

         An  assessment  of the impact of the year 2000  issue on the  Company's
computer  systems has been  completed.  The scope of the project  also  includes
other  operational  and  environmental  systems  since they may be  impacted  if
embedded  computer chips control the  functionality  of those systems.  From the
assessment,  the Company has identified and prioritized  those systems deemed to
be  mission  critical  or  those  that  have  a  significant  impact  on  normal
operations.

         The Company  relies on  third-party  vendors and service  providers for
much of its data processing  capabilities and to maintain its computer  systems.
Formal  communications  with these providers and other external  counter parties
were  initiated in 1997 to assess the Year 2000  readiness of their products and
services.  Their progress in meeting their targeted schedules is being monitored
continually for any indication that they may not be able to address the problems
in time.  Thus far,  responses  indicate that all of the  significant  providers
currently have compliant  versions available or are well into the renovation and
testing  phases with  completion  scheduled for sometime in 1998.  However,  the
Company can give no guarantee  that the systems of these  service  providers and
vendors on which the Company's systems rely will be timely renovated.

         Additionally,  the  Company  has  implemented  a  plan  to  manage  the
potential  credit  risk  posed by the impact of the Year 2000 issue on its major
borrowing  customers.   Formal  communications  have  been  initiated,  and  the
assessment  was  substantially  completed  on September  30,  1998.  Loan losses
attributed  to the Year 2000 issue are not  anticipated  to be  material  to the
Company.
<PAGE>
         The project team feels that the Company's Year 2000  readiness  project
is on schedule.  The following table provides a summary of the current status of
the five phases involved and a projected timetable for completion.
<TABLE>
<CAPTION>
PROJECT PHASE                           % COMPLETED                            PROJECTED COMPLETION
--------------------------------------- -------------------------------------- -----------------------------------------
<S>                                     <C>                                    <C>
Awareness                               100%
--------------------------------------- -------------------------------------- -----------------------------------------
Assessment                              100%
--------------------------------------- -------------------------------------- -----------------------------------------
Renovation                                95%                                  March 31, 1999
--------------------------------------- -------------------------------------- -----------------------------------------
Validation                                35%                                  April 30, 1999
--------------------------------------- -------------------------------------- -----------------------------------------
Implementation                            25%                                  June 30, 1999
--------------------------------------- -------------------------------------- -----------------------------------------
</TABLE>

         The  estimated  total cost of the Year 2000  project is estimated to be
between $100,000 and $150,000.  The total amount expended on the project through
December 31, 1998, was $83,908 of which approximately $32,702 was related to the
cost of  replacement  software.  $21,671 was related to four training  workshops
with our data processor and Arthur Anderson, a national consulting/CPA firm, and
the creation of a test bank using 5% of our data base. The remaining  amount was
associated with hardware upgrades and replacements.

         Funds have been provided from our normal operating budget and costs are
expensed as they are incurred.

         The total cost to the Company of these Year 2000  readiness  activities
has not been, and is not anticipated to be,  material to its financial  position
or results or operations in any given year.

         No specific other projects have been deferred due to this project. Much
of the work done within this project is an  acceleration of work that would have
been done in the normal course of business.

         The costs and timetable in which the Company plans to complete the Year
2000 readiness  activities are based on management's best estimates,  which were
derived using  numerous  assumptions  of future  events  including the continued
availability  of  certain  resources,  third-party  readiness  plans  and  other
factors. The Company can make no guarantee that these estimates will be achieved
and actual results could differ from such plans.

         Based upon  current  information  related to the  progress of its major
vendors and service  providers,  management  has  determined  that the Year 2000
issue will not pose significant  operational  problems for its computer systems.
This  determination  is  based  on the  ability  of those  vendors  and  service
providers to renovate,  in a timely  manner,  the products and services on which
the Company's systems rely. However,  the Company can give no guarantee that the
systems of these suppliers will be renovated in a timely manner.

         Realizing that some disruption may occur despite its best efforts,  the
Company is in the  process of  developing  contingency  plans for each  critical
system in the event  that one or more of those  systems  fail.  While this is an
ongoing process,  the Company expects to have the plan substantially  documented
by June 30, 1999.
<PAGE>



                           Part II - Other Information

         As of  December  31,  1998,  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

<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




February 12, 1999                         /S/  Nicholas  M.  George
                                          -------------------------
                                          Nicholas M. George
                                          President and Chief
                                          Executive Officer




February 12, 1999                         /S/ Roger  K.   Cromer
                                          ----------------------
                                          Roger K. Cromer
                                          Treasurer and Chief Financial
                                          Accounting Officer