SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 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 November 9, 1999, there were 1,416,763  shares of the Registrant's  common
stock issued and outstanding.

<PAGE>

                                 FFW CORPORATION

                                      INDEX

PART I. FINANCIAL INFORMATION (unaudited)                               PAGE NO.


Item 1.   Consolidated Condensed Financial Statements

              Consolidated Condensed Balance Sheets September 30, 1999       3
              and June 30, 1999

              Consolidated  Condensed  Statements  of Income for the three   4
              months ended September 30, 1999 and 1998.

              Consolidated Statements of Cash Flows for the three            5
              months ended September 30, 1999 and 1998.

              Notes to Consolidated Condensed Financial Statements           7


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



PART II.OTHER INFORMATION

          Signature Page                                                    14
<PAGE>
                          PART I: FINANCIAL INFORMATION
                                 FFW CORPORATION
<TABLE>
<CAPTION>
                                                 CONSOLIDATED BALANCE SHEETS

                                                                                            (Unaudited)
ASSETS :                                                                                    September 30         June 30
                                                                                                1999               1999
                                                                                           -------------      -------------
<S>                                                                                        <C>                <C>
         Cash and due from financial institutions                                              5,395,516      $   4,650,866
         Interest-earning deposits in financial institutions - short term                      3,798,675            188,369
                  Cash and cash equivalents                                                $   9,194,191      $   4,839,235
         Securities available for sale                                                        50,626,888         51,028,563
         Loans receivable, net of allowance for loan losses of $1,652,513
                  in September and $1,623,293 in June                                        152,385,959        151,491,090
         Stock in Federal Home Loan Bank, at cost                                              3,400,900          3,400,900
         Accrued interest receivable                                                           1,468,319          1,616,479
         Premises and Equipment-net                                                            2,094,256          2,124,656
              Investment in limited partnership                                                  626,087            626,087
         Other assets                                                                          2,039,739          2,361,884
                                                                                           -------------      -------------
                           Total Assets                                                    $ 221,836,339      $ 217,488,894
                                                                                           =============      =============
LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
         Non-interest-bearing demand deposits                                              $   8,844,843          8,171,372
         Savings, Now and MMDA deposits                                                       53,219,549         52,860,423
         Other time deposits                                                                  73,450,436         69,369,558
                  Total Deposits                                                             135,514,828        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                                                                823,757            196,256
         Accrued expenses and other liabilities                                                  730,387          1,159,057

                  Total Liabilities                                                          203,021,234        198,132,054

Shareholders' Equity:
         Preferred stock, $.01 par value, 500,000 shares authorized none issued                     --                 --
         Common stock, $.01 par value, 2,000,000 shares authorized, 1,790,453 shares
              issued and 1,417,263 outstanding at September, 30 1999; 1,785,288 shares
              issued and 1,441,224 shares outstanding at June 30, 1999                            17,905             17,853
         Additional paid-in capital                                                            9,072,882          8,965,882
         Retained earnings - substantially restricted                                         14,332,121         13,970,694
              Accumulated other comprehensive income                                          (1,049,705)          (455,386)
          Unearned Employee stock Ownership Plan shares                                          (52,331)           (52,331)
          Treasury Stock at cost, 373,250 on September 30, 1999 and 344,064 at
                  June 30, 1998                                                               (3,505,767)        (3,089,872)
                         Total Shareholders' equity                                           18,815,105         19,356,840


                           Total Liabilities and Shareholders' Equity                      $ 221,836,339        217,488,894
                                                                                           =============      =============
</TABLE>
                                        3
<PAGE>
                          PART I: FINANCIAL INFORMATION
                                 FFW CORPORATION
<TABLE>
<CAPTION>
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                                     Three Months Ended
                                                                       September 30
                                                                    1999             1998
                                                                -----------      -----------
<S>                                                             <C>              <C>
Interest Income:
         Loans Receivable
                  Mortgage loans                                $ 1,448,176      $ 1,586,136
                  Consumer and other loans                        1,763,937        1,469,869
         Securities
                  Taxable                                           771,092          719,162
                  Nontaxable                                        112,634          124,597
         Other Interest-earning assets                               32,807           67,313
                                                                -----------      -----------
                  Total Interest Income                         $ 4,128,646      $ 3,967,077

Interest Expense :
         Deposits                                                 1,456,162        1,490,653
         Other                                                      910,309          915,323
                                                                -----------      -----------
                  Total Interest Expense                        $ 2,366,471      $ 2,405,976

Net Interest Income                                               1,762,175        1,561,101
         Provision for Loan Losses                                  135,000          120,000
                                                                -----------      -----------

Net interest income after provision for loan losses               1,627,175        1,441,101

Non-interest income :
         Net (loss) on sale of interest-earning assets              (33,550)          30,165
         Net unrealized gain or loss on loans held for sale            --               --
         Other                                                      305,771          279,974
                                                                -----------      -----------
                  Total Non-Interest Income                     $   272,221      $   310,139

Non-Interest Expense :
         Compensation and Benefits                                  543,410          512,532
         Occupancy and equipment                                     94,786           93,950
                Data Processing Expnese                             107,561           79,194
         Other                                                      321,014          316,319
                                                                -----------      -----------
                  Total Non-Interest Expense                    $ 1,066,771      $ 1,001,995
                                                                -----------      -----------

Income before income taxes                                          832,625          749,245
         Income Tax Expense                                         298,584          268,562
                                                                -----------      -----------

Net Income                                                      $   534,041      $   480,683
                                                                ===========      ===========

Earnings per common and common equivalent shares :
         Basic                                                  $       .37      $       .34
         Diluted                                                $       .37      $       .33
</TABLE>
                                        4
<PAGE>
                          PART I: FINANCIAL INFORMATION
                                 FFW CORPORATION
<TABLE>
<CAPTION>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)

                                                                                          Three Months Ended
                                                                                               September 30
                                                                                         1999             1998
                                                                                     -----------      -----------
<S>                                                                                  <C>              <C>
Cash flows from operating activities :
         Net Income                                                                  $   534,041      $   480,683
         Adjustments  to  reconcile  net  income  to  net  cash  from  operating
              activities :
             Depreciation and amortization, net of accretion .                            (3,970)         (10,704)
             Provision for loan losses                                                   135,000          120,000
             Net (gains) losses on sale of :
                  Securities available for sale                                           34,207           11,882
                      Loans held for sale                                                   (657)         (42,047)
                  Foreclosed estate owned and repossessed assets                         (10,506)          (6,060)
             Origination of loans held for sale                                         (132,000)      (3,612,131)
             Proceeds from sale of loans held for sale                                   132,657        3,664,510
             ESOP expenses                                                                79,710           78,426
             Net change in accrued interest receivable and other
                      assets                                                            (275,216)        (337,889)
             Amortization of goodwill and core deposit intangibles ..                     39,087           39,087
             Net change in accrued interest payable, accrued
                  expenses and other liabilities                                       1,085,143          726,872
                                                                                     -----------      -----------
                           Total adjustments                                         $ 1,083,455      $   631,946
                                                                                     -----------      -----------
                   Net cash from operating activities                                $ 1,617,496      $ 1,112,629

Cash flows from investing activities :
             Proceeds from :
                  sales/calls of securities available for sale                         2,980,940          801,136
                  Maturities of securities available for sale                            415,000        4,000,000
             Purchase of :
                        Securities available for sale                                 (3,997,786)      (6,000,000)
                  Federal Home Loan Bank Stock                                                 0         (675,000)
             Principal collected on mortgage- backed securities                           84,832          169,657
             Net change in loans receivable                                           (1,109,119)      (6,812,718)
             Net purchases premises and equipment                                        (17,891)         (57,705)
             Investment in limited partnership                                                 0         (112,500)
             Proceeds from sales of other real estate and

                  Repossessed assets                                                     229,759          118,384
                                                                                    -----------      -----------
                 Net cash from investing activities                                 $(1,414,265)     $(8,568,746)

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

                                        (Continued)

                                                                Three Months Ended
                                                                    September 30,
                                                               1999             1998
                                                           ------------      ------------
<S>                                                       <C>                 <C>
Cash flows from financing activities :
            Net increase in deposits                         5,113,475           841,282
            Proceeds from short-term borrowings              7,662,781        12,000,000
            Payment on short-term borrowings                (8,085,907)       (5,000,000)
            Purchase of Treasury Stock                        (415,895)         (153,753)
            Proceeds from exercising of stock options           49,885              --
            Cash dividends paid                               (172,614)         (153,134)
                                                          ------------      ------------
                   Net cash from financing activities     $  4,151,725      $  7,534,395

Net increase (decrease) in cash and cash equivalents         4,354,956      $     78,278
Cash and cash equivalents at beginning of period             4,839,235      $  4,410,352

Cash and cash equivalents at end of period                $  9,194,191      $  4,488,630
                                                          ============      ============

</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 September 30, 1999 and June 30, 1999,  and the results of its
operations,  for the three months ended  September 30, 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 September 30, 1999.

         Operating results for the three months ended September 30, 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 first
quarter of fiscal year 2000  amounted to 37 cents,  up 12.1  percent from the 33
cents for the same period last year.

(3)  Regulatory Capital Requirements

         Pursuant to the Financial Institution Reform, Recovery, and Enforcement
Act of l989 ("FIRREA"),  savings  institutions  must meet three separate minimum
capital-to-asset  requirements.  The following table summarizes, as of September
30,  1999,  the capital  requirements  for the Bank under  FIRREA and its actual
capital ratios.  As of September 30, 1999, the Bank  substantially  exceeded all
current regulatory capital standards.
<TABLE>
<CAPTION>
                                            Regulatory                   Actual
                                            ----------                   ------
                                       Capital Requirement        Capital (Bank Only)
                                       -------------------        -------------------
                                      Amount        Percent       Amount       Percent
                                      ------        -------       ------       -------
                                                   (Dollars in Thousands)
<S>                                  <C>              <C>        <C>             <C>
Risk-Based .....................     $11,285          8.00%      $17,375         12.32%
Core Capital ...................       6,592          3.00%       15,735          7.16%
Tangible Capital................       3,296          1.50        15,735         7.16%

</TABLE>
<PAGE>
(4)  Common Stock Cash Dividends

         On August 24, 1999, the Board of Directors of FFW Corporation, declared
a quarterly cash dividend of $.12 per share. The dividend was paid September 30,
1999 to  shareholders  of record on September 15, 1999.  The payment of the cash
dividend reduced shareholders' equity by $172,614.

                                        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 $4.3 million, or 2.0%, from $217.5
million at June 30, 1999 to $221.8 million at September 30, 1999.  This increase
was due  primarily to funds  generated by an increase in other time  deposits of
$4.1  million.   Net  loans  receivables   increased   $895,000  and  securities
available-for-sale  decreased  $402,000.  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  $402,000  from  $51.0
million at June 30, 1999 to $50.6 million at September  30, 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 $895,000, or .67% from $151.5 million at
June 30, 1999 to $152.4  million at September 30, 1999. The increase in the loan
portfolio for the quarter 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  $5.1 million or 3.9% from $130.4 million at
June 30, 1999 to $135.5  million at September  30, 1999.  For the quarter  ended
September  30,  1999,  other  time  deposits  increased  $4.1  million  or 5.9%.
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 September 30, 1999. The decrease  consisted of payments
on short term advances from the Federal Home Loan Bank of Indianapolis.

         Total  shareholders'  equity  decreased  $542,000 from $19.4 million at
June 30, 1999 to $18.8 million at September 30, 1999. The decrease resulted in a
decrease in the market value of investments,  net of tax of $594,000,  dividends
of $172,614 and  Treasury  Stock  purchases of $415,000  offset by net income of
$534,000.

Results of Operations - Comparison of the Quarters Ended  September 30, 1998 and
September 30, 1997

         General.  Net income  increased  by $53,000 for the three  months ended
September 30, 1999 respectively, as compared to the three months ended September
30,  1998.  The  increase  for the three  months  ended  September  30, 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  $201,000 or 12.9%
for the three months ended September 30, 1999 over the same period in 1998. This
was  primarily  the  result  of  an  increase  in  the  spread  earned   between
interest-earning assets and interest-earning liabilities.

Interest Income.  Interest income  increased  $162,000 to $4.1 million from $3.9
million for the quarter  ended  September  30, 1999 and 1998  respectively.  The
increases in interest  income for the three months ended September 30, 1999 were
due to continued growth in interest-earning  assets including  commercial loans,
consumer loans and investments,  as compared to the same periods ended September
30, 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 $40,000 to $2.37million
from  $2.41  million  for  the  quarter  ended   September  30,  1999  and  1998
respectively.  For the three months ended  September  30, 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
$15,000 to $135,000 from  $120,000 for the quarter ended  September 30, 1999 and
1998 respectively.  The loan loss provisions are based on management's quarterly
analysis of the allowance for loan losses.  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 the
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  decreased  by  $38,000  to
$272,000  from  $310,000  for the  quarter  ended  September  30,  1999 and 1998
respectively. The decrease was primarily the result of a $34,000 loss on sale of
investments  during the first quarter of fiscal year 2000. The corporation  also
had only $1,000 gain on sale of loan to Federal Home Loan  Mortgage  Corporation
compared to $42,000  last year.  The  differences  were offset by an increase of
$26,000 of our core fee income compared to same period last year.

         Non-Interest  Expense.  Non-interest expense increased $65,000 or $6.5%
for the quarter ended  September 30, 1999 and 1998  respectively.  For the three
months ended September 30, 1999,  compensation  and benefits  increased by 6.02%
and data  processing  expense  increased  35.82%  compared to the same period in
1998. The increase in compensation and benefits is due to added expense from the
ESOP.  Data processing  expense  increased due to new features added compared to
prior year.

         Income Tax Expense.  Income tax expense  increased  $30,000 to $299,000
from $269,000 for the quarter ended September 30, 1999 compared to quarter ended
1998. The increase was due to increased taxable income September 30, 1999.

                                        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 September 30, 1999,
was $1.7 million or 1.07% 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 September 30, 1999 were $1.3 million or 0.6%
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.

                                                9/30/99            6/30/99
                                              ----------        ----------
                                                    (Dollars in Thousands)

Non-Accruing  Loans  ......................   $      825        $      410
Accruing Loans Delinquent 90 days or more .          ---               ---
Troubled Debt Restructurings ..............
Foreclosed  Assets ........................          276               432
Total Non-Performing Assets ...............   $    1,101        $      842
Total Non-Performing Assets as a
Percentage of Total  Assets ...............          50%               .39%


         Total non-performing  assets increased $259,000 to $1.1 million .50% of
total assets at September  30,  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 auto loans for $112,000  and  mortgage  loans for  $126,000.
Foreclosed assets decreased $156,000 due to the sale of an 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 September 30, 1998, the
Company has  commitments to originate  loans totaling $1.3 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 September 30, 1999,
the Bank exceeded all fully phased-in regulatory capital standards.

         At September 30, 1999, the Bank's  tangible  capital was $15.7 million,
or 7.16% of adjusted total assets, which is in excess of the 1.5% requirement by
$12.4 million. In addition,  at September 30, 1999, the Bank had core capital of
$15.7  million,  or 7.16% of  adjusted  total  assets,  which  exceeds  the 3.0%
requirement by $9.1 million. The Bank had risk-based capital of $17.4 million at
September  30, 1999 or 12.32% of  risk-adjusted  assets  which  exceeds the 8.0%
risk-based capital requirements by $6.1 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.

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.

         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 200 readiness.  The duties
of the Vice  President of  Operations  were  realigned to serve as the Year 2000
Project Manager.
<PAGE>
         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 1999.  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.

                                       11
<PAGE>
         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 completed on September 30, 1999.  Loan losses  attributed to the
Year 2000 issue are not anticipated to be material to the Company.

         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.

---------------------------------------- --------------------------------------
PROJECT PHASE                            % COMPLETED
---------------------------------------- --------------------------------------
Awareness                                100%
---------------------------------------- --------------------------------------
Assessment                               100%
---------------------------------------- --------------------------------------
Renovation                               100%
---------------------------------------- --------------------------------------
Validation                               100%
---------------------------------------- --------------------------------------
Implementation                           100%
---------------------------------------- --------------------------------------

         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
September 30, 1999, was $115,000 of which  approximately  $36,000 was related to
the cost of replacement software, $30,000 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.  Th 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 our best efforts,  the
Company has developed  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 has the plan substantially documented as of September 30, 1999.

                                       12
<PAGE>
                           Part II - Other Information

         As of  September  30,  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


         The Annual Meeting of  Shareholders  (the "Meeting") of FFW Corporation
was held on October 26,  1999.  The  matters  approved  by  shareholders  at the
Meeting and the number of votes cast for,  against or  withheld  (as well as the
number of abstentions and broker non-votes) as to each matter are set below:

                  PROPOSAL                        NUMBER OF VOTES
                  --------                        ---------------
                                                FOR              WITHHELD
                                                ---              --------

Election of the following Directors
for a three-year term
         Thomas Frank .....................  1,137,361             1,300
         J. Stanley Myers................... 1,137,361             1,300

                                               FOR       AGAINST      ABSTAIN
                                               ---       -------      -------

Ratification of Crowe Chizek as auditors
for the fiscal
year ending June 30, 2000................   1,132,561     1,000        5,100



Item 5  -  Other Information

         Not Applicable

Item 6  -  Exhibits and Reports on Form 8-K

         Not Applicable

                                       13
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             FFW CORPORATION
                                             ---------------
                                             Registrant

Date:       November 12, 1999                /S/Nicholas M. George
            -----------------                ---------------------
                                             Nicholas M. George
                                             President and Chief Executive
                                             Officer

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

                                       14