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 March 31, 1997

                                       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 May 7, 1997,  there were 697,010 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 March 31, 1997     
                  and June 30, 1996

                  Consolidated Condensed Statements of Income for the      
                  three months ended March 31, 1997 and 1996 and the
                  nine months ended March 31, 1997 and 1996.

                  Consolidated Statements of Shareholders' Equity for the  
                  three months ended March 31, 1997 and 1996 and the
                  nine months ended March 31, 1997 and 1996.

                  Consolidated Statements of Cash Flows for the three      
                  months ended March 31, 1997 and 1996 and the nine
                  months ended March 31, 1997 and 1996.

                  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)
ASSETS :                                                                                   March 31,            June 30,
                                                                                             1997               1996
                                                                                       -------------      ------------- 
<S>                                                                                    <C>                <C>
         Cash and due from financial institutions ................................     $   1,038,469      $     861,553
         Interest-earning deposits in financial institutions - short term ........         1,865,617          1,926,654
                                                                                       -------------      ------------- 
                  Cash and cash equivalents ......................................     $   2,904,086      $   2,788,207
         Interest-earning deposits in financial institutions
                  (cost approximates market value) ...............................              --              362,664
         Securities available for sale ...........................................        39,685,487         40,566,384
         Loans held for sale, net of unrealized gains and losses .................              --              423,361
         Loans receivable, net of allowance for loan losses of $534,314 in March
                  and $553,440 in June ...........................................       109,850,484        100,529,412
         Stock in Federal Home Loan Bank, at cost ................................         2,397,600          2,397,600
         Accrued interest receivable .............................................         1,138,291          1,102,611
         Premises and Equipment-net ..............................................         1,718,177          1,691,433
         Other assets ............................................................           746,847            605,233
                                                                                       -------------      ------------- 
                           Total Assets ..........................................     $ 158,440,972      $ 150,466,905
                                                                                       =============      ============= 

LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
         Non-interest-bearing demand deposits ....................................     $   3,233,880      $   3,263,982
         Savings, Now and MMDA deposits ..........................................        45,497,464         45,868,695
         Other time deposits .....................................................        49,480,051         43,357,434
                                                                                       -------------      -------------   
                  Total Deposits .................................................     $  98,211,395      $  92,490,111
         Borrowed funds ..........................................................        43,225,468         41,800,000
         Accrued Interest Payable ................................................           562,649            150,492
         Accrued expenses and other liabilities ..................................           587,185            568,159
                                                                                       -------------      ------------- 
                  Total Liabilities ..............................................     $ 142,586,697      $ 135,008,762
<PAGE>
<CAPTION>
                                              PART I: FINANCIAL INFORMATION
                                                     FFW CORPORATION
                                               CONSOLIDATED BALANCE SHEETS

                                                                                         (Unaudited)
Shareholders' Equity:                                                                      March 31,          June 30,
                                                                                             1997               1996
                                                                                       -------------      ------------- 
<S>                                                                                    <C>                <C>
         Preferred stock, $.01 par value, 500,000 shares authorized none issued ..              --                 --
         Common stock, $.01 par value, 2,000,000 shares authorized, 855,542 shares
                  issued and 697,010 outstanding at March 31, 1997; 853,592 shares
                  issued and 711,060 shares outstanding at June 30, 1996 .........             8,555              8,536
         Additional paid-in capital ..............................................         8,225,965          8,132,484
         Retained earnings - substantially restricted ............................        10,856,742         10,218,910
         Net  unrealized  depreciation on securities available for sale, net
                  of tax  liability  of $ 210,706  on March 31, 1997 and a tax
                  benefit of $69,436 on June 30, 1996 .......................... .          (264,386)          (203,283)
         Unearned Employee stock Ownership Plan shares ...........................          (288,615)          (331,189)
         Unearned Management Retention Plan share ................................              --              (13,079)
         Treasury Stock at Cost, 158,532 and 142,532 common shares at cost,
                  at March 31, 1997 and June 30, 1996, respectively ..............        (2,683,986)        (2,354,236)
                                                                                       -------------      ------------- 
                  Total Shareholders' equity .....................................        15,854,275         15,458,143

                           Total Liabilities and Shareholders' Equity ............     $ 158,440,972      $ 150,466,905
                                                                                       =============      ============= 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              PART I: FINANCIAL INFORMATION
                                                     FFW CORPORATION
                                            CONSOLIDATED STATEMENTS OF INCOME
                                                       (Unaudited)

                                                                   Three Months Ended              Nine Months Ended
                                                                        March 31,                     March 31,
                                                                -------------------------     -------------------------
                                                                   1997           1996           1997           1996
                                                                ----------     ----------     ----------     ----------
<S>                                                             <C>            <C>            <C>            <C>
Interest Income:

         Loans Receivable
                  Mortgage loans ..........................     $1,500,690     $1,421,329     $4,424,597     $4,229,953
                  Consumer and other loans ................        824,477        685,632      2,355,419      1,927,921
         Securities
                  Taxable .................................        622,025        553,712      1,840,360      1,499,728
                  Nontaxable ..............................        110,822        126,594        347,740        409,982
         Other Interest-earning assets ....................         17,277         38,822         58,729        203,413
                                                                ----------     ----------     ----------     ----------
                  Total Interest Income ...................     $3,075,291     $2,826,089     $9,026,845     $8,270,997

Interest Expense:

         Deposits .........................................      1,193,419      1,096,910      3,564,101      3,247,546
         Other ............................................        605,590        614,474      1,795,687      1,819,581
                                                                ----------     ----------     ----------     ----------
                  Total Interest Expense ..................     $1,799,009     $1,711,384     $5,359,788     $5,067,127

Net Interest Income .......................................      1,276,282      1,114,705      3,667,057      3,203,870

         Provision for Loan Losses ........................         35,000         36,153         70,000         48,153
                                                                ----------     ----------     ----------     ----------

Net interest income after provision for loan losses .......      1,241,282      1,078,552      3,597,057      3,155,717

Non-interest income:

         Net gain on sale of interest-earning assets ......          7,225         28,169         37,451        127,257
         Net unrealized gain or loss on loans held for sale           --             --             --             --
         Other ............................................        149,705        113,837        438,015        349,008
                                                                ----------     ----------     ----------     ----------
                  Total Non-Interest Income ...............     $  156,930     $  142,006     $  475,466     $  476,265
<PAGE>
<CAPTION>
                                              PART I: FINANCIAL INFORMATION
                                                     FFW CORPORATION
                                            CONSOLIDATED STATEMENTS OF INCOME
                                                       (Unaudited)
                                                       (continued)

                                                                   Three Months Ended              Nine Months Ended
                                                                        March 31,                     March 31,
                                                                -------------------------     -------------------------
                                                                   1997           1996           1997           1996
                                                                ----------     ----------     ----------     ----------
<S>                                                             <C>            <C>            <C>            <C>
Non-Interest Expense:

         Compensation and Benefits ........................        356,472        294,893      1,040,752        884,763
         Occupancy and equipment ..........................         63,519         56,420        200,502        199,161
         SAIF deposit insurance premiums ..................         15,925         60,019        699,464        177,165
         Other ............................................        293,985        225,554        788,125        649,442
                                                                ----------     ----------     ----------     ----------
                  Total Non-Interest Expense ..............     $  729,901     $  636,886     $2,728,843     $1,910,531
                                                                ----------     ----------     ----------     ----------

Income before income taxes ................................        668,311        583,672      1,343,680      1,721,451

         Income Tax Expense ...............................        221,331        190,203        390,678        565,201
                                                                ----------     ----------     ----------     ----------

Net Income ................................................     $  446,980     $  393,469     $  953,002     $1,156,250
                                                                ==========     ==========     ==========     ==========

Earnings per common and common equivalent shares :

         Primary ..........................................     $      .64     $      .53     $     1.36     $     1.53
         Fully Diluted ....................................     $      .64     $      .53     $     1.35     $     1.53
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 PART I: FINANCIAL INFORMATION
                                                        FFW CORPORATION
                                        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                          (Unaudited)
                                                     
                                                                 Three Months Ended                   Nine Months Ended
                                                                      March 31,                            March 31,
                                                           ------------------------------      ------------------------------
                                                                1997              1996              1997              1996
                                                           ------------      ------------      ------------      ------------
<S>                                                        <C>               <C>               <C>               <C>
Beginning Balance ....................................     $ 16,116,609      $ 16,479,481      $ 15,458,143      $ 15,491,568

Common Stock  at  .01 Par  Value 2,000,000 shares
         authorized  issued  and  outstanding
         March 31, 1997 -- 855,542;
         March 31, 1996 -- 850,508 ...................               20              --                  20                21

Additional Paid-in Capital ...........................           45,480            12,000            93,480            57,099

Treasury Stock at Cost - 7,000 and 19,682 shares for
         the three-month periods and 16,000 and
         38,682 shares for the nine-month periods
         ended 1997 and 1996 .........................         (153,125)         (378,129)         (329,750)         (737,151)

Cash Dividends of:
         $.15 and $.12 per share for the three-month
         periods and $ .45 and $ .36 per share for the
         nine-month periods ended 1997 and 1996 ......         (104,552)          (88,701)         (315,170)         (273,767)

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

Amortization of MRP Contribution .....................             --               6,539            13,079            37,061

Net change in unrealized depreciation on equity
         securities available for sale ...............         (497,137)         (341,650)          (61,103)          312,185

Net Income for Period(s) .............................          446,980           393,469           953,002         1,156,250
                                                           ------------      ------------      ------------      ------------

Ending Balance .......................................     $ 15,854,275      $ 16,083,009      $ 15,854,275      $ 16,083,009
                                                           ============      ============      ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    PART I: FINANCIAL INFORMATION
                                                           FFW CORPORATION
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (Unaudited)

                                                                          Three Months Ended                  Nine Months Ended
                                                                              March 31,                          March 31,
                                                                 -------------------------------     ------------------------------
                                                                      1997              1996              1997              1996
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>
Cash flows from operating activities:

      Net Income ...........................................     $    446,980      $    393,469      $    953,002      $  1,156,250
      Adjustments  to  reconcile  net  income  to  net  cash
          from  operating activities:
          Depreciation and amortization, net of accretion ..           14,169            38,885            72,978            97,089
          Provision for loan losses ........................           35,000            36,153            70,000            48,153
          Net realized gains on sale/call of interest-
               earning assets ..............................           (9,990)          (35,620)          (43,616)         (141,718)
          Net losses on sale of repossessed assets, real
               estate owned and fixed assets ...............           (2,146)              347               242            49,432
          Origination of loans held for sale ...............         (556,725)       (2,801,435)       (2,697,414)       (5,666,450)
          Proceeds from sale of loans held for sale ........          721,265         2,344,635         3,167,033         5,214,369
          ESOP expenses ....................................           26,000            12,000           116,573            75,742
          Amortization of MRP contribution .................             --               6,539            13,079            37,061
          Net change in accrued interest receivable ........           (6,260)          (51,897)          (35,681)         (112,011)
          Net change in other assets .......................          360,691           (55,184)         (316,292)          135,822
          Net change in accrued interest payable, accrued
               expenses and other liabilities ..............          252,570           518,174           431,183           570,751
                                                                 ------------      ------------      ------------      ------------
                        Total adjustments ..................     $    834,574      $     12,597      $    778,085      $    308,240
                                                                 ------------      ------------      ------------      ------------
               Net cash from operating activities ..........     $  1,281,554      $    406,066      $  1,731,087      $  1,464,490

Cash flows from investing activities:

          Net change in interest-bearing deposits in other
               financial institutions ......................             --             185,565           362,664          (174,380)
          Proceeds from :
               sales/calls of securities available for sale           300,000           409,000           375,000         1,199,723
               sales/calls of securities held-to-maturity ..             --                --                --             500,000
               maturities of securities available for sale .          195,000           250,000           575,000           250,000
               maturities of securities held-to-maturity ...             --                --                --             300,000
          Purchase of :
               securities available for sale ...............          (45,908)       (1,569,848)         (642,497)       (6,689,391)
               Federal Home Loan Bank Stock ................             --                --                --             (57,200)
          Principal collected on mortgage- backed
               securities ..................................          128,844           205,588           455,980           594,665
          Net change in loans receivable ...................       (2,626,276)       (2,116,086)       (9,392,350)       (6,938,953)
                                                                                                                       ............
          Net purchases premises and equipment .............          (62,183)          (21,698)         (123,348)         (445,458)
          Proceeds from sales of other real estate and
               repossessed assets ..........................           56,671            15,653           253,011            77,815
                                                                 ------------      ------------      ------------      ------------
                        Net cash from investing activities .     $ (2,053,852)     $ (2,641,826)     $ (8,136,540)     $(11,383,179)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   PART I: FINANCIAL INFORMATION
                                                          FFW CORPORATION
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            (Continued)


                                                                      Three Months Ended                Nine Months Ended
                                                                           March 31,                         March 31,
                                                              -------------------------------    ------------------------------
                                                                    1997             1996             1997             1996
                                                               ------------     ------------     ------------     ------------
<S>                                                           <C>               <C>              <C>              <C>
Cash flows from financing activities:

            Net increase in deposits ......................         325,468        3,428,744        5,721,284        6,200,988
            Proceeds from short-term borrowings ...........       6,925,468        5,500,000       16,425,468       19,000,000
            Payment on short-term borrowings ..............      (7,000,000)      (6,000,000)     (15,000,000)     (25,000,000)
            Purchase of Treasury Stock ....................        (153,125)        (378,128)        (329,750)        (737,150)
            Proceeds from exercising of stock options .....          19,500             --             19,500           21,120
            Cash dividends paid ...........................        (104,552)         (88,701)        (315,170)        (273,767)
                                                               ------------     ------------     ------------     ------------
                  Net cash from financing activities ......    $     12,759     $  2,461,915     $  6,521,332     $   (788,809)

Net increase (decrease) in cash and cash equivalents ......    $   (759,539)    $    226,155     $    115,879     $(10,707,498)
Cash and cash equivalents at beginning of period ..........    $  3,663,625     $  2,961,062     $  2,788,207     $ 13,894,715

Cash and cash equivalents at end of period ................    $  2,904,086     $  3,187,217     $  2,904,086     $  3,187,217
                                                               ============     ============     ============     ============


Supplemental disclosure of cash flow information:

            Cash paid during quarter for:
                  Interest ................................    $  1,416,813     $  1,333,257     $  4,958,976     $  4,678,221
                  Income Taxes ............................    $     50,000     $    168,100     $    426,000     $    383,100

            Non-cash investing activities transfers from:

                  Securities held-to-maturity to securities
                           available-for-sale .............            --               --               --       $ 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 March 31,  1997 and June 30,  1996,  and the  results  of its
operations,  changes in shareholders' equity for the three and nine months ended
March 31, 1997 and 1996.  Financial Statement  reclassifications  have been made
for the prior period to conform to classifications used as of and for the period
ended March 31, 1997.

         Operating  results for the three and nine  months  ended March 31, 1997
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 nine month periods ended March 31,
1997 and 1996.  Weighted average number of shares used in the earnings per share
computations  were 666,177 for the  three-month  period ended March 31, 1997 and
671,156 for the nine-month period ended March 31, 1997.

         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 72,442  shares.  As of March 31, 1997,
options on 61,900 shares of the Company's Common Stock remain unexercised.

(3)  Regulatory Capital Requirements

         Pursuant to the Financial Institution Reform, Recovery, and Enforcement
Act of l989 ("FIRREA"),  savings  institutions  must meet three separate minimum
capital-to-asset  requirements.  The following table summarizes, as of March 31,
1997, the capital  requirements for the Bank under FIRREA and its actual capital
ratios.  As of March 31,  1997,  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 ........................  $ 7,161     8.00%       $13,277      14.83%
Core Capital ......................    4,672     3.00%        12,743       8.18%
Tangible Capital ..................    2,336     1.50%        12,743       8.18%
</TABLE>

(4)  Common Stock Cash Dividends

On February 25, 1997,  the Board of  Directors  of FFW  Corporation,  declared a
quarterly cash dividend of $.15 per share.  The dividend was paid March 31, 1997
to  shareholders  of record on March 15, 1997.  The payment of the cash dividend
reduced shareholders' equity by $104,552.
<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
         On January 1, 1997 the company  hired a commercial  loan officer with 8
years of commercial loan experience.  This development of a new loan and deposit
market should further position the bank as the predominate local bank in each of
the markets which we serve.

         On February 24, 1997 the Company announced the intended  acquisition of
deposits and certain assets associated with the branch of NBD Bank N.A. in South
Whitley, Indiana. The acquisition of this branch should result in an increase in
deposits  of  approximately  $18  million.  While,  there  are no  loans in this
purchase,  it will expand our market presence in a contiguous  county,  which is
closer to the expanding Ft. Wayne market.
<PAGE>
         This expansion will also allow the company to better utilize our excess
capital for growth and  provide a higher  return for our  shareholders  once the
transaction is closed. We anticipate the transaction to be completed sometime in
June 1997.

         The Company's total assets increased $8.0 million, or 5.3%, from $150.5
million at June 30, 1996 to $148.9 million at March 31, 1997.  This increase was
due primarily to funds  generated by an increase in deposits of $5.7 million and
borrowings  from FHLB of $1.4  million.  Net loans  receivables  increased  $9.3
million  and  securities  available-for-sale  decreased  $881,000.  All of which
contributed to an increase in cash and cash equivalents of $116,000. 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  $881,000  from  $40.6
million at June 30, 1996 to $39.7  million at March 31, 1997.  This decrease was
primarily  the result of  repayments  due to  maturities/calls  and  decrease in
portfolio  value  due  to  increasing  interest  rates.  The  available-for-sale
portfolio  consists  primarily of  municipal  securities,  government  agencies,
mortgage-backed  securities  and  to a  lesser  extent  mutual  funds  and  FNMA
preferred stock.

         Net loans receivable  increased $9.3 million,  or 9.3% and $2.6 million
or 2.4%, from $100.5 million at June 30, 1996 and $107.3 million at December 31,
1996  respectively to $109.9 million at March 31, 1997. The increase in the loan
portfolio for the quarter resulted,  primarily, from an increase in non-mortgage
loans  of  $2.4  million  due  to  an  increase  in  origination's.  Management,
consistent with its asset/liability objectives, will continue to sell all of its
newly originated  fixed-rate  mortgage loans with terms to maturity greater than
15 years.

         Total deposits  increased $5.7 million or 6.2% and $325,000 or .3% from
$92.5  million at June 30, 1996 and $97.9  million at December 31, 1996 to $98.2
million at March 31, 1997.  For the quarter ended March 31, 1997,  Savings,  Now
and MMDA accounts  increased $1.0 million or 2.1% while  certificates of deposit
decreased  $1.1 million or 2.1%.  Management  believes  that deposit  growth may
become  more costly with the  increase  in  interest  rates and the  competitive
nature of the markets we serve.  However,  this cost increase  should be reduced
with our  acquisition  of the NBD Bank N. A. branch in South  Whitley,  Indiana.
This  acquisition  will almost double our DDA/NOW account  balances and increase
our lower cost passbook balances. This should help us reduce the need for higher
cost certificates and FHLB advances.

         Total borrowed funds  increased $1.4 million from $41.8 million at June
30, 1996 to $43.2 million at March 31, 1997. The increase consisted of new short
term advances from the Federal Home Loan Bank of Indianapolis.

         Total  shareholders'  equity  increased  $400,000 from $15.5 million at
June 30, 1996 to $15.9 million at March 31, 1997. The increase resulted from net
income of $953,000 for the nine months  ended March 31, 1997,  which was reduced
for the same period by $315,000 for the payment of dividends and the  repurchase
of 16,000 shares of FFW stock at a cost of $329,750.
<PAGE>
      Results of Operations - Comparison of the Three and Nine Months Ended
                        March 31, 1997 and March 31, 1996
                              
         General. Net income increased by $54,000 and decreased $203,000 for the
three and nine  months  ended March 31,  1997  respectively,  as compared to the
three and nine months  ended March 31,  1997.  The increase for the three months
ended March 31,  1997 was  primarily  the result of  increases  in net  interest
income.  The decrease for the nine months ended 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  $162,000 or 14.5%
and  $441,000  or 14.0% for the three and nine  months  ended March 31, 1997 and
1996  respectively.  This was  primarily  the result of an  increase  in average
interest-earning assets which exceeded the increase in average  interest-bearing
liabilities, and a corresponding increase in the spread earned.

         Interest  Income.  Interest income  increased  $249,000 and $756,000 to
$3.1 million and $9.0 million for the three and nine months ended March 31, 1997
respectively,  as compared to the three and nine months ended 11 March 31, 1996.
The  increases in interest  income for the three and nine months ended March 31,
1997 were due to continued growth in interest-earning  assets including mortgage
loans,  commercial  and consumer loans and  investment,  as compared to the same
periods ended March 31, 1996.  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  increased $88,000 and $293,000 to
$1.8 million and $5.4 million for the three and nine months ended March 31, 1997
respectively, as compared to the three and nine months ended March 31, 1996. For
the three months ended March 31, 1997, the increase in interest  expense was due
to an increase in borrowed  funds and  deposits  outstanding  as compared to the
same  periods in 1997.  Interest  rates,  while  declining  during the first six
months,  have seen a increase that will probably  continue through the remainder
of this  fiscal  year.  If  interest  rates  remain at or near  current  levels,
management  anticipates the rate of shift to certificates from passbook accounts
will  continue.  thereby  raising our interest  expense cost, as the  difference
between rates paid on existing certificates and passbooks expands.

         Provision  for Loan Losses.  The  provision  for loan losses  increased
$1,000  and  22,000  for the  three  and  nine  months  ended  March  31,  1997,
respectively  as compared to the three and nine months ended March 31, 1996. The
loan  loss  provisions  are  based on  management's  quarterly  analysis  of the
allowance for loan losses.  The  provisions for the three and nine month periods
reflect an increase in non-mortgage  lending and the inherent  riskiness and the
number  of these  loans as  compared  to 1-4  family  mortgage  loans.  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 increased by $15,000 and $0 to
$157,000  and  $476,000  for the  three and nine  months  ended  March 31,  1997
respectively, as compared to the three and nine months ended March 31, 1996. The
increase  was the result of  increased  other income which was offset by reduced
gain on sales of loans to the Federal Home Loan Mortgage  Corporation of $21,000
and  $90,000 for the three and nine  months  ended March 31, 1997  respectively.
Management  believes that with the rise of interest rates we will see a decrease
in the gain on sales of loans to Freddie  Mac for the  remainder  of the year as
compared to earlier in the year.

         Non-Interest  Expense.   Non-interest  expense  increased  $93,000  and
$818,000 to $730,000  and $2.7 million for the three and nine months ended March
31, 1997 respectively,  as compared to the three and nine months ended March 31,
1996.  For the three  months  ended March 31,  1997,  compensation  and benefits
expenses  increased  by $62,000;  other  expenses  increased  by  $68,000;  SAIF
insurance premiums decreased $44,000 as compared to the three months ended March
31, 1997.  For the nine months ended March 31,  1997,  compensation  and benefit
expense  increased  $156,000 due to increased  clerical and officer staff due to
increased  growth.  Other expenses  increased by $139,000 due to cost related to
the  planned  acquisition  of NBD branch,  being  named  business of the year in
Wabash,  increased  data  processing  cost  and a  contribution  in the way of a
neighborhood  tax credit purchase for the Wabash downtown  revitalization.  SAIF
deposit  premiums  increased  $522,000  due to the one time  assessment  paid as
compared to the nine months ended March 31, 1996.

         Income Tax Expense.  Income tax expense increased $31,000 and decreased
$174,000 to $221,000  and $391,000 for the three and nine months ended March 31,
1997  respectively,  as compared  to the three and nine  months  ended March 31,
1996. The decrease was due to the tax effect of the one time SAIF assessment for
the nine months ended March 31, 1997.

         Non-Performing  Assets and Allowance for Loan Losses. The allowance for
loan  losses  is  calculated  based  upon an  evaluation  of  pertinent  factors
underlying the types and qualities of the Company's loans.  Management considers
such factors as the repayment  status of a loan,  the  estimated net  realizable
value of the underlying  collateral,  the borrower's  ability to repay the loan,
current and anticipated  economic  conditions  which might affect the borrower's
ability to repay the loan and the Company's past statistical  history concerning
charge-offs.  The Company's  allowance for loan losses as of March 31, 1997, was
$534,000 or 0.5% of total loans. The December 31, 1996 allowance for loan losses
was $532,000,  or 0.5% of total loans.  Total loans  classified as  substandard,
doubtful or loss as of March 31, 1997 were $1.0 million or 0.9% 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.
<PAGE>
<TABLE>
<CAPTION>
                                                          03/31/97      12/31/96
                                                          --------      --------
                                                           (Dollars in Thousands)
<S>                                                          <C>           <C>
Non-Accruing Loans .................................         $315          $101

Accruing Loans Delinquent 90 days or more ..........          --            --
Troubled Debt Restructurings

Foreclosed Assets ..................................           40            50

Total Non-Performing Assets ........................         $355          $180
                                                             ====          ====
Total Non-Performing Assets as a
Percentage of Total Assets .........................           22%          .11%
</TABLE>

Total  non-performing  assets increased  $175,000 to $355,000,  or .22% of total
assets at March 31, 1997,  from $180,000 or .11% of total assets at December 31,
1996. The increase in non-performing assets was primarily due to the addition of
one loan for  $196,000  that has since  been  paid  current.  Foreclosed  assets
decreased $10,000 due to the disposal of several repossessed vehicles.

         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 March 31,
1997,  the Bank's  liquidity  ratio of 9.15%,  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 March 31,  1997,  the
Company has  commitments to originate  loans totaling $2.2 million.  The Company
considers  its  liquidity  and  capital  resources  to be  adequate  to meet its
foreseeable  short- and long-term  needs. The Company expects to be able to fund
or  refinance,  on a  timely  basis,  its  material  commitments  and  long-term
liabilities.

         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 March 31, 1997, the
Bank exceeded all fully phased-in regulatory capital standards.
<PAGE>
         At March 31, 1997, the Bank's  tangible  capital was $12.7 million,  or
8.2% of adjusted  total assets,  which is in excess of the 1.5%  requirement  by
$10.4  million.  In addition,  at March 31,  1997,  the Bank had core capital of
$12.7  million,  or 8.2% of  adjusted  total  assets,  which  exceeds  the  3.0%
requirement by $8.0 million. The Bank had risk-based capital of $13.3 million at
March  31,  1997 or  14.8%  of  risk-adjusted  assets  which  exceeds  the  8.0%
risk-based capital requirements by $6.1 million.

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

         Under the requirements of federal law all the federal banking agencies,
including the OTS, must revise their risk-based  capital  requirements to ensure
that such requirements  account for interest rate risk,  concentration of credit
risk and the risks of  non-traditional  activities,  and that they  reflect  the
actual performance of and expected loss on multi-family loans.

         The  OTS  had  adopted  a  final  rule  that  requires   every  savings
association  with more than normal  interest  rate risk to deduct from its total
capital, for purposes of determining compliance with such requirement, an amount
equal to 50% of its interest-rate  risk exposure  multiplied by the market value
of its assets. This exposure is a measure of the potential decline in the market
value of portfolio equity of a savings association,  greater than 2%, based upon
a hypothetical 200 basis point increase or decrease in interest rates (whichever
results in a greater  decline)  affecting  on-and  off-balance  sheet assets and
liabilities.  The effective  date of the new  requirement  is July 1, 1994.  Any
savings  association  with less than $300 million in assets and a total  capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise.  It is anticipated  that since the Bank has less than $300 million in
assets,  and a risk-based capital ratio in excess of 12%, it will be exempt from
this rule.
<PAGE>
                           Part II - Other Information

As of March 31, 1997, 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 March 31, 1997.

             (i)   A Form 8-K was  filed on  January  30,  1997  announcing  the
                   annual earnings for the quarter ended December 31, 1996.

             (ii)  A Form 8-K was filed on February 27, 1997  announcing  that a
                   quarterly dividend was declared on February 25, 1997, payable
                   March 31, 1997 to record holders on March 15, 1997.

           (iii)   A Form  8-K was  filed on February 27, 1997 announcing that a
                   definitive agreement had been signed for the acquisition of a
                   NBD Bank N.A. branch in South Whitley, Indiana.
<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:  May 7, 1997                                 /s/Nicholas M. George
                                                   ---------------------
                                                   Nicholas M. George
                                                   President and Chief
                                                   Executive Officer




Date:  May 7, 1997                                 /s/Charles E. Redman
                                                   --------------------
                                                   Charles E. Redman
                                                   Treasurer and Chief Financial
                                                   Accounting Officer