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, 1996
                                       OR

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

               For the transition period from ________ to ________

                         Commission File Number 0-21170

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                 Yes [ X ]    No [   ]

           Transitional Small Business Disclosure Format (check one):

                                 Yes [   ]    No [ X ]

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


As of February 10, 1997 there were  695,060  shares of the  Registrant's  common
stock issued and outstanding.
<PAGE>

                                 FFW CORPORATION

                                      INDEX


     PART I.      FINANCIAL INFORMATION (unaudited)                    

     Item 1.      Consolidated Condensed Financial Statements                   

                  Consolidated  Condensed  Balance Sheets  December 31, 1996 and
                  June 30, 1996

                  Consolidated  Condensed  Statements  of  Income  for the three
                  months  ended  December  31,  1996 and 1995 and the six months
                  ended December 31, 1996 and 1995

                  Consolidated  Statements of Shareholders' Equity for the three
                  months  ended  December  31,  1996 and 1995 and the six months
                  ended December 31, 1996 and 1995.

                  Consolidated  Statements  of Cash  Flows for the three  months
                  ended  December  31,  1996 and 1995 and the six  months  ended
                  December 31, 1996 and 1995.

                  Notes to Consolidated Condensed Financial Statements


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



PART II.          OTHER INFORMATION

                  Signature Page                                              

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


                                                                                             (Unaudited)
                                                                                   December 31,        June 30,
                                                                                      1996               1996
                                                                                 -------------      -------------

<S>                                                                              <C>                <C>
ASSETS:
         Cash and due from financial institutions .............................. $   1,082,437      $     861,553
         Interest-earning deposits in financial institutions - short term ......     2,581,188          1,926,654
                                                                                 -------------      -------------
                  Cash and cash equivalents .................................... $   3,663,625      $   2,788,207

         Interest-earning deposits in financial institutions
                  (cost approximates market value) .............................          --              362,664
         Securities available for sale .........................................    41,102,765         40,566,384
         Loans held for sale, net of unrealized losses .........................       153,700            423,361
         Loans receivable, net of allowance for loan losses of $531,744
                  in December and $553,440 in June .............................   107,259,208        100,529,412
         Stock in Federal Home Loan Bank, at cost ..............................     2,397,600          2,397,600
         Accrued interest receivable ...........................................     1,132,032          1,102,611
         Premises and equipment - net ..........................................     1,687,621          1,691,433
         Other assets ..........................................................       803,248            605,233
                                                                                 -------------      -------------
                           Total Assets ........................................ $ 158,199,799      $ 150,466,905
                                                                                 =============      =============
LIABILITIES AND SHAREHOLDERS' EQUITY :

Liabilities:
         Noninterest-bearing demand deposits ................................... $   2,797,220      $   3,263,982
         Savings, Now and MMDA deposits ........................................    44,540,908         45,868,695
         Other time deposits ...................................................    50,547,799         43,357,434
                                                                                 -------------      -------------
                  Total Deposits ............................................... $  97,885,927      $  92,490,111

         Borrowed funds ........................................................    43,300,000         41,800,000
         Accrued Interest Payable ..............................................       170,794            150,492
         Accrued expenses and other liabilities ................................       726,470            568,159
                                                                                 -------------      -------------
                  Total Liabilities ............................................ $ 142,083,190      $ 135,008,762
<PAGE>
<CAPTION>
                                           PART I: FINANCIAL INFORMATION
                                                  FFW CORPORATION
                                            CONSOLIDATED BALANCE SHEETS
                                                   (continued)


                                                                                             (Unaudited)
                                                                                  December 31,        June 30,
                                                                                     1996               1996 
                                                                                 -------------      -------------
<S>                                                                              <C>                <C>
 Shareholders' Equity:

          Preferred stock, $.01 par value, 500,000 shares authorized
                   none issued .................................................          --                 --
          Common  stock, $.01 par value,  2,000,000 shares  authorized;
                  853,592 shares issued and 702,060  shares  outstanding
                  at December 31, 1996; 853,592 shares issued and 711,060
                  shares outstanding at June 30, 1996 ..........................         8,536              8,536
         Additional paid-in capital ............................................     8,180,484          8,132,484
         Retained earnings - substantially restricted ..........................    10,514,314         10,218,910
         Net unrealized depreciation on securities available for sale, net of
                  tax liability of $210,706 on December 31, 1996 and a tax
                  benefit of $69,436 on June 30, 1996 ..........................       232,751           (203,283)
         Unearned Employee stock Ownership Plan Shares .........................      (288,615)          (331,189)
         Unearned Management Retention Plan Shares .............................          --              (13,079)
         Treasury Stock, 151,532 and 142,532 common shares at cost, at
                  December 31, 1996 and June 30, 1996, respectively ............    (2,530,861)        (2,354,236)
                                                                                 -------------      -------------
                  Total Shareholders' equity ...................................    16,116,609         15,458,143

                            Total Liabilities and Shareholders' Equity ......... $ 158,199,799      $ 150,466,905
                                                                                 =============      =============
</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,
                                                        -------------------------     -------------------------
                                                            1996           1995          1996           1995
                                                            ----           ----          ----           ----
<S>                                                     <C>            <C>            <C>            <C>
Interest Income :

         Loans Receivable
                  Mortgage loans ..................     $1,475,668     $1,410,028     $2,923,907     $2,808,624
                  Consumer and other loans ........        791,937        650,676      1,530,941      1,242,289


         Securities
                  Taxable .........................        624,681        469,760      1,218,335        946,016
                  Nontaxable ......................        119,132        139,368        236,918        283,388
         Other Interest-earning assets ............         13,816         86,186         41,452        164,591
                                                        ----------     ----------     ----------     ----------
                  Total Interest Income ...........     $3,025,234     $2,756,018     $5,951,553     $5,444,908


Interest Expense :

         Deposits .................................      1,201,293      1,090,133      2,370,681      2,150,637
         Federal Home Loan Bank Advances ..........        600,895        606,975      1,190,097      1,205,107
                                                        ----------     ----------     ----------     ----------
                  Total Interest Expense ..........     $1,802,188     $1,697,108     $3,560,778     $3,355,743
                                                        ----------     ----------     ----------     ----------


Net Interest Income ...............................      1,223,046      1,058,910      2,390,775      2,089,165

         Provision for Loan Losses ................         15,000          6,000         35,000         12,000
                                                        ----------     ----------     ----------     ----------

Net interest income after provision for loan losses      1,208,046      1,052,910      2,355,775      2,077,165

Non-interest income :
         Net realized gain on sales/calls of
                  interest-earning assets .........         19,498         81,151         30,226         99,089
         Net unrealized gain on loans held for sale           --             --             --             --
         Other ....................................        140,588        113,758        288,309        235,170
                                                        ----------     ----------     ----------     ----------
                  Total Non-Interest Income .......     $  160,086     $  194,909     $  318,535     $  334,259
                                                        ----------     ----------     ----------     ----------

<PAGE>
<CAPTION>
                                          PART I: FINANCIAL INFORMATION
                                                 FFW CORPORATION
                                        CONSOLIDATED STATEMENTS OF INCOME
                                                   (Unaudited)


                                                            Three Months Ended            Six Months Ended  
                                                               December 31,                 December 31,
                                                        -------------------------     -------------------------  
                                                            1996           1995          1996           1995
                                                            ----           ----          ----           ----
<S>                                                     <C>            <C>            <C>            <C>
Non-Interest Expense :
         Compensation and Benefits ................        345,233        293,750        684,280        589,870
         Occupancy and equipment expense ..........         72,497         46,763        136,982        142,741
         SAIF deposit insurance premiums ..........         60,289         58,690        683,539        117,145
         Other expense ............................        263,161        215,129        494,140        423,889
                                                        ----------     ----------     ----------     ----------
                  Total Non-Interest Expense ......     $  741,180     $  614,332     $1,998,941     $1,273,645
                                                        ----------     ----------     ----------     ----------

Income before income taxes ........................        626,952        633,487        675,369      1,137,779

         Income Tax Expense .......................        200,335        209,128        169,347        374,998
                                                        ----------     ----------     ----------     ----------

Net Income ........................................     $  426,617     $  424,359     $  506,022     $  762,781
                                                        ==========     ==========     ==========     ==========
Earnings per common and common equivalent shares :
         Primary ..................................     $      .61     $      .56     $      .72     $     1.00
         Fully Diluted ............................     $      .61     $      .56     $      .72     $     1.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                    PART I: FINANCIAL INFORMATION
                                                           FFW CORPORATION
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                             (Unaudited)

                                                                   Three Months Ended                   Six Months Ended
                                                                      December 31,                        December 31,
                                                            ------------------------------      ------------------------------
                                                                 1996              1995              1996              1995
                                                            ------------      ------------      ------------      ------------ 
<S>                                                         <C>               <C>               <C>               <C>
Beginning Balance .....................................     $ 15,473,993      $ 15,826,344      $ 15,458,143      $ 15,491,568

Common Stock  at .01 Par Value  2,000,000 shares 
         authorized issued and outstanding 
         December 31, 1996-- 853,592;
         December 30, 1995 -- 850,508 .................             --                --                --                  21

Additional Paid-in Capital ............................           24,000            12,000            48,000            45,099

Treasury Stock purchase at Cost 0 and 19,000 shares for
         the three-month periods, and 9,000 and 19,000
         shares for the six-months periods ended
         1996 and 1995 respectively ...................             --            (359,022)         (176,625)         (359,022)

Cash Dividends of:
          $.15 and $.12 per share for the three-month
         periods and $ .30 and $ .24 per share for the
         six-month periods ended 1996 and 1995 ........         (105,309)          (91,723)         (210,618)         (185,066)

Amortization of ESOP Contribution .....................           42,574            39,743            42,574            39,743

Amortization of MRP Contribution ......................            6,540            15,260            13,079            30,522

Net change in unrealized depreciation on securities
         available for sale ...........................          248,194           612,520           436,034           653,835

Net Income for Period(s) ..............................          426,617           424,359           506,022           762,781
                                                            ------------      ------------      ------------      ------------ 

Ending Balance ........................................     $ 16,116,609      $ 16,479,481      $ 16,116,609      $ 16,479,481
                                                            ============      ============      ============      ============

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

                                                                               Three Months Ended             Six Months Ended
                                                                                  December 31                    December 31
                                                                         --------------------------    -------------------------- 
                                                                              1996           1995           1996           1995
                                                                         -----------    -----------    -----------    -----------
<S>                                                                      <C>            <C>            <C>            <C>
Cash flows from operating activities

   Net Income ........................................................   $   426,617    $   424,359    $   506,022    $   762,781
   Adjustments to reconcile net income to net
        cash from operating activities:

        Depreciation and amortization, net of accretion ..............        14,360         32,931         58,809         58,204
        Provision for loan losses ....................................        15,000          6,000         35,000         12,000
        Net realized gains on sale/call of interest-earning assets ...       (19,947)       (84,499)       (33,626)      (106,098)
        Net losses on sale of repossessed assets, real estate owned
             and fixed assets ........................................        10,661          3,198          2,388         49,085
        Origination of loans held for sale ...........................    (1,238,451)    (1,511,800)    (2,140,689)    (2,865,015)
        Proceeds from sale of loans held for sale ....................     1,536,412      1,462,395      2,445,768      2,869,734
        ESOP expense .................................................        66,573         51,742         90,573         63,742
        Amortization of MRP contribution .............................         6,540         15,260         13,079         30,522
        Net change in accrued interest receivable ....................        22,895        (36,351)       (29,421)       (60,114)
        Net change in other assets ...................................      (451,802)       113,783       (676,983)       191,006
        Net change in accrued interest payable, accrued expenses
            and other liabilities ....................................      (714,741)      (259,087)       178,613         49,520
                                                                         -----------    -----------    -----------    -----------
                     Total adjustments ..............................    $  (752,500)   $  (206,428)   $   (56,489)   $   292,586
                                                                         -----------    -----------    -----------    -----------
            Net cash from operating activities .......................   $  (325,883)   $   217,931    $   449,533    $ 1,055,367


Cash flows from investing activities

   Net change in interest-bearing deposits in other financial
            institutions .............................................        24,729       (359,945)       362,664       (359,945)
   Proceeds from :
            sales/calls of securities available for sale .............        75,000        765,723         75,000        790,723
            sale/calls of securities held-to-maturity ................          --          500,000           --          500,000
            maturities of securities available for sale ..............        50,000           --          380,000           --
            maturities of securities held-to-maturity ................          --          100,000           --          300,000
   Purchase of :
            securities available for sale ............................       (50,104)    (5,061,183)      (596,589)    (5,119,543)
            Federal Home Loan Bank Stock .............................          --          (57,200)          --          (57,200)
   Principal collected on mortgage- backed securities ................       168,094        171,616        327,136        389,077
   Net change in loans receivable ....................................    (4,249,764)    (2,534,761)    (6,766,074)    (4,822,867)
   Net purchases premises and equipment ..............................       (10,310)       (66,141)       (61,165)      (423,760)
   Proceeds from sales of other real estate and repossessed
            assets ...................................................        78,606         26,062        196,340         62,162
                                                                         -----------    -----------    -----------    -----------
                           Net cash from investing activities ........   ($3,913,749)   ($6,515,829)   ($6,082,698)   ($8,741,353)

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



                                                                  Three Months Ended             Six Months Ended
                                                                    December 31                     December 31
                                                          -----------------------------   ---------------------------- 
                                                               1996            1995            1996            1995
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>            <C>              <C>
Cash flows from financing activities :

         Net change in deposits .......................     (1,779,066)      1,622,099       5,395,816       2,772,244
         Proceeds from short-term borrowings ..........      9,500,000      13,500,000       9,500,000      13,500,000
         Payment on short-term borrowings .............     (4,000,000)     (8,500,000)     (8,000,000)    (19,000,000)
         Purchase of Treasury Stock ...................           --          (359,022)       (176,625)       (359,022)
         Proceeds from exercising of stock options ....           --              --              --            21,120
         Cash dividends paid ..........................       (105,309)        (91,723)       (210,618)       (185,066)
                                                          ------------    ------------    ------------    ------------
              Net cash from financing activities ......      3,615,625       6,102,003       6,408,573      (3,247,667)

Net increase (decrease) in cash and cash equivalents ..       (624,007)       (195,895)        875,418     (10,933,653)
Cash and cash equivalents at beginning of period ......      4,287,632       3,156,957       2,788,207      13,894,715
                                                          ------------    ------------    ------------    ------------

Cash and cash equivalents at end of period ............   $  3,663,625    $  2,961,062    $  3,663,626    $  2,961,062
                                                          ============    ============    ============    ============

Supplemental disclosure of cash flow information :

         Cash paid during quarter for :
              Interest ................................      2,194,134       2,020,110       3,542,163       3,353,426
              Income Taxes ............................        315,000         215,000         376,000         215,000

         Non-cash investing activities transfers from :

              Securities held-to-maturity to securities
              available-for-sale ......................           --        29,301,698            --        29,301,698

</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, 1996 and June 30,  1996,  and the results of its
operations,  changes in shareholders'  equity for the three and six months ended
December 31, 1996 and 1995. Financial Statement reclassifications have been made
for the prior period to conform to classifications used as of and for the period
ended December 31, 1996.

         Operating  results for the three and six months ended December 31, 1996
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ended June 30, 1997.

(2) Earnings Per Share of Common Stock

         Earnings  per share of Common  Stock is computed by dividing net income
for the period by the weighted  average  number of common stock and common stock
equivalents  outstanding  during the three and six month periods ended  December
31, 1996 and 1995.  Weighted  average  number of shares used in the earnings per
share  computations  were 672,207 for the three-month  period ended December 31,
1996 and 673,591 for the six-month period ended December 31, 1996.

         On October 26,  1993,  the  shareholders  of the Company  ratified  the
adoption  of the  Company's  1992  Stock  Option  and  Incentive  Plan  and  the
Management  Recognition  Plan and Trusts  ("MRP").  Pursuant to the Stock Option
Plan, 84,500 shares of the Company's Common Stock are reserved for issuance,  of
which the Company has granted options on 68,442 shares. As of December 31, 1996,
options on 59,850 shares of the Company's Common Stock remain un-exercised.

(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,  1996,  the capital  requirements  for the Bank under  FIRREA and its actual
capital  ratios.  As of December 31, 1996, the Bank  substantially  exceeded all
current regulatory capital standards.
<PAGE>
<TABLE>
<CAPTION>
                                        Regulatory                Actual
                                    Capital Requirement      Capital (Bank Only)
                                    -------------------      -------------------
                                     Amount     Percent      Amount     Percent
                                     ------     -------      ------     -------
                                               (Dollars in Thousands)
<S>                                 <C>          <C>        <C>          <C>
Risk-Based ........................ $ 6,946      8.00%      $12,827      14.77%
Core Capital ......................   4,638      3.00        12,295       7.94
Tangible Capital ..................   2,319      1.50        12,295       7.94
</TABLE>

(4) Common Stock Cash Dividends

         On  November  28,  1996,  the Board of  Directors  of FFW  Corporation,
declared a quarterly  cash  dividend of $.15 per share.  The  dividend  was paid
December 31, 1996 to shareholders of record on December 15, 1996. The payment of
the cash dividend reduced shareholders' equity by $105,309.
<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.

Financial Condition

         The Company's total assets increased $3.6 million, or 2.4%, from $154.6
million at  September  30, 1996 to $158.2  million at December  31,  1996.  This
increase  was due  primarily  to an  increase  in net loans  receivable  of $4.3
million. This growth was funded with an increase of borrowings from FHLB of $5.5
million,  which  offset a decrease  in deposits  of $1.8  million.  All of which
contributed to a decrease in cash and cash equivalents of $ 624,000. Loan demand
and  liquidity  needs may result in  additional  borrowing  if deposits and loan
growth remain at current levels.

         Total  securities  available-for-sale  increased  $186,500  from  $40.9
million at  September  30, 1996 to $41.1  million at  December  31,  1996.  This
increase was  primarily the result of an increase in the net market value of the
portfolio.  The  available-for-sale  portfolio  consists  primarily of municipal
securities, government agencies and mortgage backed securities.

         Net loans  receivable  increased  $4.3  million,  or 4.1%,  from $103.0
million at September 30, 1996 $107.3  million at December 31, 1996. The increase
in the loan portfolio  resulted  primarily from an increase in mortgage loans of
$3.4  million  and  non-mortgage  loans  of  $713,000,  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 of greater than 15 years.

         Total  deposits  decreased  $1.8 million or 1.8% from $99.7  million at
September  30, 1996 to $97.9  million at December  31, 1996.  This  decrease was
primarily the result of one $ 2.0 million  public funds  certificate  of deposit
that  matured and was not  renewed.  For the quarter  ended  December  31, 1996,
passbook  accounts  decreased  $419,000,  or 1.0%, and  certificates  of deposit
decreased $918,000 or 1.8%.  Management believes that deposit growth may be will
be  difficult to maintain at prior years  levels as deposit  customers  look for
alternative investment opportunities with higher yields.

         Total  borrowed  funds  increased  $5.5 million  from $37.8  million at
September 30, 1996 to $43.3 million at December 31, 1996. The increase consisted
of new borrowings from the Federal Home Loan Bank of Indianapolis.
<PAGE>
         Total  shareholders'  equity  increased  $642,600 from $15.5 million at
September 30, 1996 to $16.1 million at December 31, 1996. The increase  resulted
from net income of  $426,600  for the  quarter  and the net of tax effect of the
unrealized  gains on  securities  available-for-sale  of  $248,200.  Which  were
reduced for the same period by $105,300 for the payment of dividends.


Results of  Operations - Comparison  of the Three and Six Months Ended  December
                         31, 1996 and December 31, 1995

         General.  Net  income  increased  by $2,200  for the three  months  and
decreased $256,800 for the six months ended December 31, 1996  respectively,  as
compared to the three and six months ended  December 31, 1995.  The increase for
the three months ended  December 31, 1996 was  primarily the result of increases
in net interest income.  The decrease for six months ended December 31, 1996 was
primarily  the result of the one time SAIF  assessment of $337,800 net of taxes.
All of these items are discussed in greater detail below.

         Net Interest Income. Net interest income increased  $164,100,  or 15.5%
to $1.2 million from $1.0  million for the quarter  ended  December 31, 1996 and
1995  respectively.  This was  primarily  the result of an  increase  in average
interest-earning assets which exceeded the increase in average  interest-bearing
liabilities.

         Interest  Income.  Interest income  increased  $269,200 and $506,600 to
$3.0 million and $6.0  million for the three and six months  ended  December 31,
1996  respectively,  as compared to the three and six months ended  December 31,
1995.  The  increases  in  interest  income for the three and six  months  ended
December  31,  1996  were due to  continued  growth in  interest-earning  assets
including  mortgage  loans,  commercial and consumer loans and  investments,  as
compared  to  the  same  periods  ended  December  31,  1995.   These  increased
interest-earning  assets are the result of competitive pricing,  marketing,  and
the repricing of adjustable-rate loans and mortgage-backed securities.

         Interest Expense.  Interest expense increased  $105,000 and $301,600 to
$1.8 million and $3.6  million for the three and six months  ended  December 31,
1996  respectively,  as compared to the three and six months ended  December 31,
1995. The increase in interest  expense was due to an increase in borrowed funds
and deposits  outstanding  as compared to the same periods in 1995.  If interest
rates remain at or near current levels, management anticipates the rate of shift
to certificates from passbook  accounts will decrease as the difference  between
rates paid on new certificates and passbooks contracts.

         Provision  for Loan Losses.  The  provision  for loan losses  increased
$9,000  and  $23,000  for the three  and six  months  ended  December  31,  1996
respectively,  as compared to the three and six months ended  December 31, 1995.
The loan loss  provisions are based on  management's  quarterly  analysis of the
allowance for loan losses.  The  provisions  for the three and six month periods
reflect the growth in the balances of non-mortgage  loans and to a lesser extent
the  increase  in  mortgage  loans.  The  company  will  continue to monitor its
allowance for loan losses and make future additions to the allowance through the
provision  for loan  losses  as  economic  and  regulatory  conditions  dictate.
Although the Company maintains its allowance for loan losses at a level which is
deemed consistent with the level of risk in the portfolio,  economic conditions,
etc.  there can be no  assurance  that future  losses will not exceed  estimated
amounts or that  additional  provisions  for loan losses will not be required in
future periods.
<PAGE>
         Non-interest  Income.  Non-interest  income  decreased  by $35,000  and
$16,000 to $160,000 and $318,000 for the three and six months ended December 31,
1996  respectively,  as compared to the three and six months ended  December 31,
1995.  The  decreases  were the result of a $59,000  gain on sale of  securities
available for sale recorded in the quarter ended  December 31, 1995.  Management
believes that with the decline of interest  rates, we will continue to see sales
of loans to Freddie Mac for the  remainder of the year as compared to last year.
This should result in increased gain on sales of loans.

         Non-Interest  Expense.  Non-interest  expense  increased  $127,000  and
$725,000  to  $741,000  and $2.0  million  for the  three and six  months  ended
December  31, 1996  respectively,  as compared to the three and six months ended
December 31, 1995. For the three months ended December 31, 1996,  other expenses
increased  $48,000 due to cost  related to being  named  business of the year in
Wabash and increased data processing cost.  Compensation and benefits  increased
$51,000 due to increased  staffing and  salaries.  Occupancy  expense  increased
$26,000 due to  increased  cost related to new office in Syracuse as compared to
the three months ended  December 31, 1995. For the six months ended December 31,
1996,  compensation  and benefit  expense  increased  $94,000  due to  increased
staffing and salaries. Other expense increased by $70,000 due to cost related to
being named business of the year in Wabash and increased data  processing  cost.
SAIF  insurance  increased  $566,000  due to the  one  time  assessment  paid as
compared to the six months ended December 31, 1995.

         Income Tax Expense. Income tax expense decreased $9,000 and $206,000 to
$200,000  and  $169,000  for the three and six months  ended  December  31, 1996
respectively,  as compared to the three and six months ended  December 31, 1995.
The decrease was due to the tax effect of the one time SAIF  assessment  for the
three and six months ended December 31, 1996.

         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, 1996,
was $532,000 or 0.5% of total loans.  The September 30, 1996  allowance for loan
losses  was  $494,000,  or  0.5% of  total  loans.  Total  loans  classified  as
substandard,  doubtful or loss as of December 31, 1996 were $1.0 million or 0.7%
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.
<TABLE>
<CAPTION>

                                                       12/31/96        09/30/96
                                                        (Dollars in Thousands)

<S>                                                      <C>            <C>                                          
Non-Accruing Loans ...............................       $101           $122
Accruing Loans Delinquent 90 days or more ........        --              11
Troubled Debt Restructurings .....................         29             55
Foreclosed Assets ................................         50             52
Total Non-Performing Assets ......................       $180           $240
                                                         ====           ====
Total Non-Performing Assets as a
         Percentage of Total Assets ..............        .11%           .16%
</TABLE>

Total  non-performing  assets  decreased  $60,000 to $180,000,  or .11% of total
assets at December 31, 1996,  from $240,000 or .16% of total assets at September
30,  1996.  The  decrease in  non-performing  assets was  primarily  due to loan
payoffs and principal  repayments on previously  non-performing loans during the
quarter.  Foreclosed  assets  decreased  $2,000  due  to  the  sale  of  several
repossessed autos.

         Liquidity and Capital Resources. The Company's primary sources of funds
are  deposits,  principal  and  interest  payments on loans and  mortgage-backed
securities,  FHLB Indianapolis advances and funds provided by operations.  While
scheduled  loan  and   mortgage-backed   security  repayments  and  maturity  of
short-term  investments are a relatively  predictable  source of funds,  deposit
flows are greatly  influenced by general  interest rates,  economic  conditions,
competition  and,  most  recently,  the  restructuring  occurring  in the thrift
industry.  Current Office of Thrift Supervision  regulations require the Bank to
maintain  cash and eligible  investments  in an amount equal to at least 5.0% of
customer  accounts  and  short-term  borrowings  to assure  its  ability to meet
demands for withdrawals and repayment of short-term  borrowings.  As of December
31, 1996,  the Bank's  liquidity  ratio of 7.78% exceeds the minimum  regulatory
requirements.

         The Company uses its capital resources  principally to meet its ongoing
commitments  to fund  maturing  certificates  of deposits and loan  commitments,
maintain is liquidity and meet  operating  expenses.  At December 31. 1996,  the
Company has  commitments to originate  loans totaling $1.6 million.  The Company
considers  its  liquidity  and  capital  resources  to be  adequate  to meet its
foreseeable  short- and long-term  needs. The Company expects to be able to fund
or  refinance,  on a  timely  basis,  its  material  commitments  and  long-term
liabilities.

         Regulatory  standards  impose the  following  capital  requirements:  a
risk-based  capital standard  expressed as a percent of risk-adjusted  assets, a
leverage ratio of core capital to total adjusted assets,  and a tangible capital
ratio expressed as a percent of total adjusted assets.  As of December 31, 1996,
the Bank exceeded all fully phased-in regulatory capital standards.
<PAGE>
         At December 31, 1996, the Bank's tangible capital was $12.3 million, or
7.9% of adjusted  total assets,  which is in excess of the 1.5%  requirement  by
$10.0 million.  In addition,  at December 31, 1996, the Bank had core capital of
$12.3  million,  or 7.9% of  adjusted  total  assets,  which  exceeds  the  3.0%
requirement by $7.7 million. The Bank had risk-based capital of $12.8 million at
December  31, 1996,  or $14.8% of  risk-adjusted  assets which  exceeds the 8.0%
risk-based capital requirements by $5.9 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, 1995.  Any
savings  association  with less than $300 million in assets and a total  capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise.  It is anticipated  that since the Bank has less than $300 million in
assets,  and a risk-based capital ratio in excess of 12%, it will be exempt from
this rule.
<PAGE>

                           Part II - Other Information

         As of  December  31,  1996,  management  is not  aware  of any  current
recommendations by regulatory authorities which, if they were to be implemented,
would have or are  reasonably  likely to have a material  adverse  effect on the
Company's liquidity, capital resources or operations.

Item 1  -  Legal Proceedings

         Not Applicable.

Item 2  -  Changes in Securities

         Not Applicable.

Item 3  -  Defaults upon Senior Securities

         Not Applicable.

Item 4  -  Other Information

         Not Applicable

Item 5  -  Exhibits and Reports on Form 8-K

         (a)  Exhibits

                Not Applicable

         (b) The following is a  description  of the Form 8-K's filed during the
quarter ended December 31, 1996.

              (i) A Form 8-K was  filed  on  October  31,  1996  announcing  the
                  quarterly earnings for the quarter ended September 30, 1996.

             (ii) A Form 8-K was filed on October  31,  1996  announcing  that a
                  quarterly  dividend was declared on September 3, 1996, payable
                  September 30, 1996.

             (iii) A Form 8-K was filed on  December 2, 1996  announcing  that a
                 quarterly  dividend was declared on November 29, 1996,  payable
                 December 31,1996.

<PAGE>





                                   SIGNATURES



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


                                                           FFW CORPORATION
                                                           Registrant




Date:  February 12, 1997                  By: /S/Nicholas M. George
                                              ----------------------
                                              Nicholas M. George
                                              President and Chief
                                              Executive Officer




Date:  February  12, 1997                 By: /S/Charles E. Redman
                                              --------------------
                                              Charles E. Redman
                                              Treasurer and Chief
                                              Financial Accounting Officer