SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended          September 30, 2001
                          ---------------------------------------

                                     - or -

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

For the transition period from                     to
                               -------------------    -------------------

Commission Number:  0-26570

                    HARRODSBURG FIRST FINANCIAL BANCORP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

            Delaware                                             61-1284899
----------------------------------------------                   ----------
(State or other jurisdiction of incorporation                (I.R.S. Employer
  or organization)                                           Identification No.)

104 South Chiles Street, Harrodsburg, Kentucky                   40330-1620
----------------------------------------------                   ----------
(Address of principal executive offices)                          Zip Code

Registrant's telephone number, including area code:     (859) 734-5452
                                                        --------------

Securities registered pursuant to Section 12(b) of the Act:        None
                                                                 ---------

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.10 per share
                     --------------------------------------
                                (Title of Class)

           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

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

           The aggregate market value of the voting stock held by non-affiliates
of the  Registrant,  based on the average bid and ask price of the  Registrant's
Common Stock as quoted on the National Association of Securities Dealers,  Inc.,
Automated  Quotations  System on  December  6,  2001,  was  approximately  $17.4
million.

         As of  December  6, 2001 there were  issued and  outstanding  1,343,416
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2001. (Part II)
2.   Portions  of  the  Proxy   Statement   for  the  2001  Annual   Meeting  of
     Stockholders. (Part III)


<PAGE>

                                     PART I

           Harrodsburg  First Financial  Bancorp (the "Company" or "Registrant")
may  from  time to time  make  written  or  oral  "forward-looking  statements,"
including  statements contained in the Company's filings with the Securities and
Exchange  Commission  (including  this  Annual  Report  on Form  10-KSB  and the
exhibits thereto), in its reports to Stockholders and in other communications by
the Company,  which are made in good faith by the Company  pursuant to the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.

           These  forward-looking  statements  involve risks and  uncertainties,
such as statements of the Company's plans, objectives,  expectations,  estimates
and intentions,  that are subject to change based on various  important  factors
(some of which are beyond the Company's control).  The following factors,  among
others,  could cause the Company's  financial  performance to differ  materially
from the plans, objectives,  expectations, estimates and intentions expressed in
such  forward-looking  statements:  the strength of the United States economy in
general and the strength of the local  economies  in which the Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal Reserve System ("FRB"),  inflation,  interest rate,  market and monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and  savings  habits;  and the  success  of the  Company at  managing  the risks
involved in the foregoing.

           The Company cautions that the foregoing list of important  factors is
not  exclusive.  The Company does not  undertake  to update any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the company.

Item 1.  Business
-----------------

General

           The  Registrant is a bank holding  company that serves as the holding
company for First  Financial  Bank ("First  Financial"),  a  federally-chartered
savings bank of which it is the sole  shareholder,  and for  Citizens  Financial
Bank, Inc. ("Citizens Financial"), a state-chartered commercial bank in which it
holds a 56.27%  interest.  The Registrant  completed its acquisition of Citizens
Financial on July 15, 2001. First Financial and Citizens  Financial are referred
to herein as the  "Banks."  The  Company  conducts  no  significant  business or
operations  of its own other than  holding all or a majority of the  outstanding
stock of the Banks.  References to the Company or Registrant generally refers to
the  consolidated  entity  including  the Banks,  unless the  context  indicates
otherwise.

           First   Financial  is  a  federally   chartered  stock  savings  bank
headquartered  in  Harrodsburg,  Kentucky.  It is  subject  to  examination  and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits  are  federally  insured  by the  Savings  Association  Insurance  Fund
("SAIF").  First  Financial is a member of and owns capital stock in the Federal
Home Loan Bank ("FHLB") in Cincinnati,  which is one of the 12 regional banks in
the FHLB System.

                                        1
<PAGE>

           Citizens  Financial,  a newly  organized  de novo  Kentucky-chartered
commercial bank located in Glasgow,  Kentucky,  commenced operations on July 17,
2001.  It is  subject to  examination  and  regulation  by the  Federal  Deposit
Insurance Corporation and the Kentucky Department of Financial Institutions, and
its deposits are insured by the Bank Insurance Fund ("BIF").

           First  Financial  operates  a  traditional   savings  bank  business,
attracting  deposit  accounts from the general public and using those  deposits,
together with other funds, primarily to originate and invest in loans secured by
one- to four-family  residential real estate,  non-residential  real estate, and
commercial   loans.  To  a  lesser  extent,   First  Financial  also  originates
multi-family real estate loans and consumer loans.

           Citizens operates as a commercial bank,  attracting  deposit accounts
from the general  public and using  these  deposits,  together  with other funds
primarily to originate commercial and consumer loans.

Competition

           The  competition  for  deposit  products  comes  from  other  insured
financial  institutions such as commercial banks,  thrift  institutions,  credit
unions,  and  multi-state  regional  banks in the  Registrant's  market  area of
Mercer,  Anderson  and  Barren  Counties,  Kentucky.  Deposit  competition  also
includes a number of  insurance  products  sold by local  agents and  investment
products  such as mutual funds and other  securities  sold by local and regional
brokers. Loan competition varies depending upon market conditions and comes from
other  insured  financial   institutions   such  as  commercial  banks,   thrift
institutions, credit unions, multi-state regional banks, and mortgage bankers.

           Analysis  of  Loan   Portfolio.   The  following   table  sets  forth
information  concerning the  composition of the  Registrant's  loan portfolio in
dollar amounts and in percentages of the total loan portfolio (before deductions
for loans in process, deferred loan origination fees and costs and allowance for
loan losses) as of the dates indicated.

                                                   At September 30,
                                        ----------------------------------------
                                               2001                 2000
                                        ------------------    ------------------
                                         Amount    Percent    Amount     Percent
                                         ------    -------    ------     -------
Type of Loans:
                                                 (Dollars in Thousands)
Real Estate:
  One-to four-family residential.....   $80,153     73.79%   $79,826      76.31%
  Multi-family.......................     2,541      2.34      2,941       2.81
  Agricultural.......................     3,865      3.56      4,245       4.05
  Commercial.........................     8,783      8.09      7,296       6.97
  Construction.......................     7,286      6.70      6,319       6.04
Consumer:
  Home equity........................     1,879      1.73      1,775       1.70
  Other(1)...........................     3,612      3.33      1,658       1.59
  Savings account....................       498       .46        551        .53
                                       --------    ------   --------     ------
      Total loans receivable.........   108,617    100.00%   104,611     100.00%
                                                   ======                ======
Less:
  Loans in process...................     2,687                2,947
  Deferred loan origination fees
   and costs, net....................       438                  411
  Allowance for loan losses..........       411                  372
                                       --------             --------
Loans receivable, net................  $105,081             $100,881
                                       ========             ========
(footnote on next page.)
                                       2


<PAGE>

-----------------
(1)  Includes home improvement, personal loans, auto and commercial loans.

Loan Maturity Tables

           The  following  table sets  forth the  maturity  of the  Banks'  loan
portfolio  at  September  30, 2001.  The table does not include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totaled  $34.3  million  for  the  year  ended  September  30,  2001.
Adjustable-  rate  mortgage  loans are shown as  maturing  based on  contractual
maturities.

<TABLE>
<CAPTION>
                                                     Due     Due after
                                                    within   1 through   Due after
                                                    1 year    5 years     5 years      Total
                                                    ------    -------     -------      -----
                                                                 (In Thousands)
<S>                                              <C>         <C>       <C>         <C>
One- to four-family residential................    $   302     $1,427    $ 78,424    $ 80,153
Multi-family, agricultural and commercial......      1,217      2,049      11,923      15,189
Construction...................................        126         --       7,160       7,286
Consumer.......................................        859      1,857       3,273       5,989
                                                    ------     ------    --------    --------
Total..........................................     $2,504     $5,333    $100,780    $108,617
                                                    ======     ======    ========    ========
</TABLE>

           The  following  table sets forth as of September  30, 2001 the dollar
amount of all loans due after  September  30,  2002,  which have fixed  rates of
interest and floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                                             Floating or
                                              Fixed Rates  Adjustable Rates      Total
                                              -----------  ----------------    --------
                                                             (In Thousands)
<S>                                           <C>               <C>           <C>
One- to-four family residential.............   $22,607           $57,244       $ 79,851
Multi-family, agricultural and commercial...       660            13,312         13,972
Construction................................     1,460             5,700          7,160
Consumer....................................     2,538             2,592          5,130
                                               -------           -------       --------
Total.......................................   $27,265           $78,848       $106,113
                                               =======           =======       ========
</TABLE>

           One- to- Four Family  Residential  Loans.  First Financial's  primary
lending activity consists of the origination of one- to- four family residential
mortgage loans secured by property  located in their primary market area.  First
Financial generally  originates one- to- four family residential  mortgage loans
without  private  mortgage  insurance  in amounts up to 85% of the lesser of the
appraised value or selling price of the mortgaged  property.  Loans in excess of
85% of the value of the mortgaged  property  typically  require private mortgage
insurance in the amount of 25% to 30% of the loan amount.

           First Financial offers three types of residential ARM's, all of which
use the  index  value of the  National  Monthly  Median  Cost of Funds  Ratio to
SAIF-Insured  Institutions  plus a set margin added to it. The interest rates on
these loans have an initial adjustment period of between one and five years, and
generally adjust annually  thereafter,  with a maximum adjustment of 2% per year
and a maximum  increase of 5% over the life of the loan.  The index  margin on a
non  owner-occupied  one- to- four family  property loan is 1% higher than on an
owner-occupied  property loan. First  Financial's  adjustable-rate  one-to- four
family  mortgage  loans are for terms of up to 30 years,  amortized on a monthly
basis,  with  principal and interest due each month.  Borrowers may refinance or
prepay loans at their option without penalty. First

                                        3
<PAGE>

Financial originates, to a limited extent, 10 year, 15 year, 20 and 30 year term
fixed-rate  mortgages on one- to four-family,  owner-occupied homes with loan to
value ratios of 85% or less.

           Loan  originations  are generally  obtained from existing and walk-in
customers,  members  of  the  local  community,  and  referrals  from  realtors,
depositors  and  borrowers  within  the  Bank's  lending  area.  Mortgage  loans
originated  and held by  First  Financial  in its  portfolio  generally  include
due-on-sale  clauses which provide First Financial with the contractual right to
deem the  loan  immediately  due and  payable  in the  event  that the  borrower
transfers ownership of the property without the Registrant's consent.

           During  periods  of rising  interest  rates,  the risk of  default on
adjustable-rate  loans  may  increase  due to  increases  in  interest  costs to
borrowers.  Further,  adjustable-rate  loans which  provide for initial rates of
interest  below the fully  indexed  rates may be  subject to  increased  risk of
delinquency   or  default  as  the  higher,   fully  indexed  rate  of  interest
subsequently replaces the lower, initial rate.

           Construction   Loans.  The  Banks  engage  in  construction   lending
involving loans to qualified  borrowers for  construction of one- to-four family
dwellings,  multi-family  residential units,  commercial buildings and churches,
with the intent of such loans converting to permanent  financing upon completion
of  construction.  All  construction  loans are  secured  by a first lien on the
property  under  construction.  Loan  proceeds are  disbursed in  increments  as
construction progresses and as inspections warrant. Construction/permanent loans
generally  have  adjustable  or fixed  interest  rates and are  underwritten  in
accordance with the same terms and requirements as permanent  mortgages,  except
the loans  generally  provide for  disbursement  in stages during a construction
period of up to twelve months, during which the borrower is not required to make
monthly payments.  If construction  improvements are not completed at the end of
six months, accrued interest must be paid to date. Accrued interest must be paid
at  completion of  construction  to the first day of the  following  month,  and
monthly  payments  start  the first  day of the  following  month if the loan is
converted to permanent financing. Borrowers must satisfy all credit requirements
which would apply to permanent  mortgage loan financing for the subject property
and must execute a construction loan agreement.

           Construction  financing  generally is  considered to involve a higher
degree of risk of loss  than long term  financing  on  improved,  occupied  real
estate.  Risk of loss on a  construction  loan is  dependent  largely  upon  the
accuracy  of the initial  estimate  of the  property's  value at  completion  of
construction  or  development  and the estimated  cost  (including  interest) of
construction. During the construction phase, a number of factors could result in
delays and cost  overruns.  If the  estimate of  construction  cost proves to be
inaccurate,  the Banks may be  required  to  advance  funds  beyond  the  amount
originally  committed to permit  completion of the  development.  The Banks have
sought to minimize this risk by requiring  precise  construction cost estimates,
specifications, and drawing plans from qualified borrowers in their market area.

           Multi-Family  and Commercial Real Estate Loans. In order to serve its
community and enhance yields on its assets, the Banks originate loans secured by
commercial  real  estate  and  multi-family  properties.  The  multi-family  and
commercial real estate loans originated have generally been made to individuals,
small  businesses  and  partnerships.  They have primarily been secured by first
mortgages  on  apartment  buildings,   office  buildings,   churches  and  other
properties.  The  Banks  benefit  from  originating  such  loans  due to  higher
adjustable interest rates. Adjustable-rate loans for this type of lending have a
margin that is 1% higher than the margin added to single  family  owner-occupied
property loan. First  Financial's  multi-family  residential and commercial real
estate  loans are  adjustable-rate  loans with  terms of 25 years or less,  with
loan-to-value  ratios not exceeding 80%. Citizens  multi-family  residential and
commercial real estate loans are adjustable  rate loans with a maximum  maturity
of five years,  and loan-to-

                                       4
<PAGE>

value ratios not exceeding 80%. As of September 30, 2001,  loans on multi-family
residential  and commercial  real estate  properties  constituted  approximately
$11.3 million, or 10.43% of the Banks total loan portfolio.

           Multi-family  and commercial real estate lending entails  significant
additional risks as compared to one- to- four family  residential  lending.  For
example, such loans typically involve large loans to single borrowers or related
borrowers,  the payment  experience on such loans is typically  dependent on the
successful  operation  of the  project,  and these  risks  can be  significantly
affected  by the  supply  and demand  conditions  in the  market for  commercial
property and multi-family residential units.

           Loans secured by commercial real estate  generally  involve a greater
degree of risk than  residential  mortgage loans and carry larger loan balances.
This  increased  credit  risk is a result  of  several  factors,  including  the
concentration  of  principal  in a limited  number of loans and  borrowers,  the
effects of general economic conditions on income producing  properties,  and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent  upon the  successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.  To minimize  these risks,  the Banks  generally
limits loans of this type to its market area and to borrowers  with which it has
substantial  experience  or who are  otherwise  well  known to them.  The Banks'
underwriting  procedures require  verification of the borrower's credit history,
income,  financial statements,  banking  relationships,  credit references,  and
income  projections  for the property.  It is their  current  practice to obtain
personal  guarantees  from all  principals  obtaining this type of loan. For the
small  total  dollar  amount of loans  secured by church  real  estate  that are
originated by the Banks,  repayment is dependent upon the  continuing  financial
support of the  church's  members.  The Banks  also  obtain  appraisals  on each
property. All appraisals on commercial and multi-family real estate are reviewed
by the Banks' management.

           Agricultural Loans. The Banks engage in lending on improved farm land
with no dwelling,  building lots and building  acreage sites.  The Banks benefit
from  originating  such  loans due to  higher  origination  fees and  adjustable
interest rates.  These properties must have good road access.  The loan to value
ratio for this type of loan is 75% or less with a maximum  loan term of 15 years
for First Financial and 5 years for Citizens.  An adjustable- rate loan for this
type of lending has a margin that is 1% higher than the margin  added to one- to
four-family owner-occupied property loans.

           The Banks also engage in loans for improved farm land with  dwelling.
The loan to value ratio for this type of loan is 80% or less with a maximum term
of 25 years for First Financial and 5 years for Citizens. These loans can be set
up with payment of interest collected semi-annually and principal yearly as well
as monthly principal and interest payments.

           Consumer  Lending.  The Banks  originate  consumer  loans on either a
secured  or  unsecured  basis.  These  loans  generally  require a  pre-existing
relationship  with the Banks.  The Banks  generally make  certificate of deposit
loans for  terms of up to six  months in  amounts  up to the face  amount of the
certificate. The interest rate charged on these loans is 1% higher than the rate
paid on the  certificate,  and  interest is billed on a quarterly  basis.  These
loans are payable on demand and the account  must be assigned to the  Registrant
as collateral for the loan.

           Consumer  loans  may  entail  greater  risk than  residential  loans,
particularly  in the case of  consumer  loans that are  unsecured  or secured by
assets that depreciate rapidly.  Repossessed collateral for a defaulted consumer
loan may not be  sufficient  for  repayment  of the  outstanding  loan,  and the
remaining deficiency may not be collectible.

                                       5
<PAGE>

           Loan  Approval  Authority  and  Underwriting.   First  Financial  has
established  various  lending  limits  for its  officers  and  maintains  a loan
committee.  The loan  committee  consists of Arthur L. Freeman,  Chairman of the
Board and Chief Executive Officer,  Jack D. Hood,  President and Chief Operating
Officer, and Wickliffe T. Asbury,  Executive Vice President,  Charles W. Graves,
Jr.,  Senior Vice  President,  and Vice  Presidents Gay Gaines and James Baxter.
Messrs.  Freeman,  Hood, and Asbury,  each have the authority to approve secured
loan  applications up to $300,000 and unsecured loans of up to $30,000.  Messrs.
Graves and Gaines,  each have the authority to approve secured loan applications
up to $200,000 and unsecured loans of $20,000,  and Mr. Baxter has the authority
to approve  secured  applications up to $150,000 and unsecured loans of $15,000.
Any two officers may join  together to approve  loans,  but only to the limit of
the higher authority of the two officers. The loan committee approves loans that
exceed the limits  established  for individual  officers and may approve secured
loans of up to $500,000 and unsecured  loans of $50,000.  The Board of Directors
must approve all loans that exceed the lending limit of the loan committee.

           For all  loans  originated  by First  Financial,  upon  receipt  of a
completed  loan  application  from a  prospective  borrower,  a credit report is
generally  ordered,  income and certain  other  information  is verified and, if
necessary,  additional financial  information is requested.  An appraisal of the
real estate  intended to be used as security for the proposed  loan is obtained.
All  appraisals  are reviewed by officers of First  Financial  designated by the
Board of Directors.  An  independent  appraiser  designated  and approved by the
Board of Directors of First  Financial is utilized for all real estate  mortgage
loans.  For   construction/permanent   loans,  the  funds  advanced  during  the
construction  phase are held in a loan-in-  process  account and disbursed based
upon various  stages of completion in accordance  with the results of inspection
reports  that are based  upon  physical  inspection  of the  construction  by an
independent  contractor  hired by First Financial or in some cases by an officer
of the Bank.  For real estate loans First  Financial  will require  either title
insurance  or a title  opinion.  Borrowers  must also obtain fire and  casualty,
hazard or flood insurance (for loans on property  located in a flood zone, flood
insurance is required) prior to the closing of the loan.

           Citizens has established  various lending limits for its officers and
maintains an officers loan  committee.  The officers loan committee  consists of
Terry Bunnell, President, Larry Ramey, Chief Operating Officer, Nancy Hale, Vice
President  Loans,  and Jennie  Wilson.  Mr. Bunnell has the authority to approve
secured and  unsecured  loans up to  $250,000,  Mr.  Ramey has the  authority to
approve secured and unsecured  loans up to $200,000.  Ms. Hale has the authority
to approve  secured and  unsecured  loans up to $100,000 and Ms.  Wilson has the
authority to approve secured and unsecured loans up to $2,500.

           Officers may not join  authorities  to approve loans but officers may
have an officer  with  higher  authority  approve  loans up to the limit of that
officer.  The loan committee  approves loans exceeding  officer limits up to the
loan  committee  limit of  $500,000.  The loan  committee  consists  of Officers
Bunnell,  Ramey,  Hale and Wilson.  The Board loan  committee  consists of Terry
Bunnell,  Larry  Ramey,  Henry H.  Dickinson,  Chairman of the Board,  Thomas K.
Lyons,  James T. Pace,  Philip J. Rutledge and Arthur Freeman and approves loans
in excess of $500,000.

           The Board of Directors  approves all insider loans and other loans as
presented by the Board loan committee for full board approval.

           For all loans  originated  by  Citizens,  upon receipt of a completed
loan  application  from a  prospective  borrower,  a credit  report is generally
ordered,  income and certain  other  information  is verified  and, if necessary
additional financial  information is requested.  An appraisal of the real estate
intended to be used as security for the proposed loan is obtained as required by
regulations. For loans for which

                                       6
<PAGE>

appraisals are not required,  written  evaluations of the real estate collateral
are prepared.  Officers of Citizens review all appraisals or written evaluations
prepared.  Independent  appraisers  as  approved by the Board of  Directors  are
utilized. For  construction/permanent  loans a line of credit is established and
advances are drawn  against the line based upon various  stages of completion in
accordance with the results of inspection  reports based on physical  inspection
of the  construction  by an  independent  contractor or bank  officer.  For real
estate  loans  Citizens  requires  either title  insurance  or a title  opinion.
Borrowers must also obtain fire and casualty,  hazard or flood insurance if in a
flood zone prior to closing the loan.

           Loan  Commitments.  First  Financial  issues  written  commitments to
prospective  borrowers  on  all  approved  real  estate  loans.  Generally,  the
commitment  requires  acceptance  within  20 days of the  date of  issuance.  At
September 30, 2001,  First  Financial had $6.0 million of  commitments  to cover
originations, undisbursed funds for loans-in-process and unused lines of credit.

           Citizens issues written  commitments to prospective  borrowers on all
approved real estate loans. Generally, the commitment requires acceptance within
20  days  of  the  date  of  issuance.  At  September  30,  2001,  Citizens  had
approximately  $284,000 in commitments to cover originations,  undisbursed funds
for loan-in-process and unused lines of credit.

Non-Performing and Problem Assets

           Loan  Delinquencies.  First Financial  monitors  delinquencies on all
types of loans closely.  If such loans later become delinquent,  First Financial
contacts  and  works  with  the  borrower  to  resolve  the  delinquency  before
initiating  foreclosure  proceedings.  First Financial's  collection  procedures
provide that when a mortgage loan is 10 days past due, a notice of nonpayment is
sent.  Delinquent  notices are sent if the loan becomes delinquent for more than
30 days. If payment is still delinquent after 60 days, the customer will receive
a letter and/or telephone call and may receive a visit from a representative  of
the Registrant.  If the delinquency  continues,  similar  subsequent efforts are
made to eliminate the delinquency.  If the loan continues in a delinquent status
for 90  days  past  due and no  repayment  plan is in  effect,  management  will
generally initiate legal proceedings.

           Loans are reviewed on a monthly basis by management and are generally
placed  on a  non-accrual  status  when  the  loan  becomes  more  than  90 days
delinquent  and, in the opinion of  management,  the  collection  of  additional
interest is doubtful.  Interest  accrued and unpaid at the time a loan is placed
on non- accrual status is charged against interest income.  Subsequent  interest
payments,  if any, are either applied to the  outstanding  principal  balance or
recorded  as  interest  income,  depending  on the  assessment  of the  ultimate
collectibility of the loan.

           Citizens  monitors  delinquencies  on all types of loans closely.  If
such  loans  later  become  delinquent,  Citizens  contacts  and works  with the
borrower  to  resolve  the   delinquency   before   initiation  of   foreclosure
proceedings. Citizens collection procedures provide that when a mortgage loan is
15 days past due (10 days for other  loans),  a notice  of  nonpayment  is sent.
Delinquent  notices  are sent if the loan  becomes  delinquent  for more than 30
days. At 30 days past due, the customer  also  receives a letter,  phone call or
officer visit to discuss the loan status. If the delinquency continues,  similar
subsequent efforts are made to eliminate the delinquency.  If the loan continues
in a delinquent  status for up to 90 days past due and no  repayment  plan is in
effect, management will generally initiate legal proceedings.

           Loans are  reviewed  on a  monthly  basis by  management  and will be
placed on  non-accrual  status when the loan  becomes more than 90 days past due
and, in the opinion of  management,  the  collection of  additional  interest is
doubtful.  Interest  accrued  and  unpaid  at  the  time  a loan  is  placed  on
non-accrual

                                       7
<PAGE>

status is charged against interest income. Subsequent interest payments, if any,
are  either  applied  to  principal  then  to  interest  that  would  have  been
contractually accrued.

           Non-Performing  Assets.  The following  table sets forth  information
regarding  non-accrual  loans,  real estate owned and certain other  repossessed
assets  and  loans.  As of the  dates  indicated,  the  Registrant  had no loans
categorized as troubled debt restructuring  within the meaning of SFAS 15 and no
impaired  loans  within the  meaning of meaning of SFAS 114,  as amended by SFAS
118.



                                                              At September 30,
                                                              ----------------
                                                               2001        2000
                                                               ----        ----
                                                                (In Thousands)
Loans accounted for on a non-accrual basis:
Total...............................................           $ --        $ --
Accruing loans which are contractually past
 due 90 days or more:
Mortgage loans:
  Construction loans................................             --          --
  Permanent loans secured by 1 to 4 family
    dwelling units..................................            166         446
  All other mortgage loans..........................              6          16
 Non-mortgage loans:
  Commercial........................................             --          --
  Consumer..........................................             50          55
                                                               ----        ----
Total...............................................            222         517
                                                               ----        ----
Total non-accrual and accrual loan..................            222         517
Real estate owned...................................             --          --
                                                               ----        ----
Total non-performing assets.........................           $222        $517
                                                               ====        ====
Total non-performing loans to net loans.............           .21%        .51%
                                                               ====        ====
Total non-performing loans to total assets..........           .16%        .44%
                                                               ====        ====
Total non-performing assets to total assets.........           .16%        .44%
                                                               ====        ====

           Classified Assets.  Federal  regulations provide for a classification
system for  problem  assets of insured  institutions  which  covers all  problem
assets. Under this classification system, problem assets of insured institutions
are classified as  "substandard,"  "doubtful," or "loss." An asset is considered
substandard if it is inadequately  protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any. Substandard assets
include  those  characterized  by the  "distinct  possibility"  that the insured
institution  will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified  substandard,  with the  added  characteristic  that  the  weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions,  and values,  "highly questionable and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their  continuance  as assets without the  establishment  of a
specific  loss  reserve  is not  warranted.  Assets may be  designated  "special
mention"   because  of  potential   weakness  that  do  not  currently   warrant
classification in one of the aforementioned categories.

                                       8
<PAGE>

           When an  insured  institution  classifies  problem  assets  as either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. First Financial and Citizens Financial  determination as to the
classification  of its  assets  and the amount of its  valuation  allowances  is
subject  to review by the OTS and the  FDIC,  respectively,  which may order the
establishment of additional  general or specific loss  allowances.  A portion of
general loss  allowances  established to cover possible losses related to assets
classified  as  substandard  or  doubtful  may be  included  in  determining  an
institution's  regulatory capital,  while specific valuation allowances for loan
losses generally do not qualify as regulatory capital.

           The following table sets forth the Registrant's  classified assets in
accordance with its classification system:

                                               At September 30, 2001
                                               ---------------------
                                                   (In Thousands)

Special Mention........................                 $ --
Substandard............................                  892
Doubtful...............................                   --
Loss...................................                   --
                                                        ----
Total..................................                 $892
                                                        ====

           Allowance for Loan Losses.  It is management's  policy to provide for
losses on loans in its loan portfolio. A provision for loan losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Registrant's loan portfolio. Such evaluation,  which includes a review of
all loans of which full  collectibility  of interest  and  principal  may not be
reasonably assured, considers the Registrant's past loan loss experience,  known
and inherent  risks in the  portfolio,  adverse  situations  that may affect the
borrower's  ability  to repay,  estimated  value of any  underlying  collateral,
current  economic  conditions,  and the  relationship  of the allowance for loan
losses to outstanding loans.

                                       9


<PAGE>

          The  following  table  sets  forth  information  with  respect to the
Registrant's  allowance  for  loan  losses  at the  dates  and for  the  periods
indicated:


                                                At or For the Year
                                                Ended September 30,
                                                -------------------
                                                 2001        2000
                                               --------    --------
                                               (Dollars in Thousands)

Total loans outstanding                        $108,617    $104,611
                                               ========    ========
Average loans outstanding                      $102,989    $ 95,726
                                               ========    ========

Allowance balances (at beginning of  period)   $    372    $    370
Provision (credit):
  Residential                                        39          15
  Consumer                                           --          --
Net Charge-offs (recoveries):
  Residential                                        --          --
  Consumer                                           --          13
                                               --------    --------
Allowance balance (at end of period)           $    411    $    372
                                               ========    ========
Allowance for loan losses as a percent
  of total loans outstanding                        .38%        .36%
Net loans charged off as a percent of
  average loans outstanding                          --%        .01%

           Management  will  continue  to review the entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed  necessary.  There can be no assurance that the allowance for loan losses
will be adequate to cover losses which may in fact be realized in the future and
that additional provisions for losses will not be required.

                                       10

<PAGE>

Analysis of the Allowance for Loan Losses

           The  following  table sets forth the  allocation  of the allowance by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.


                                                    At September 30,
                                        ----------------------------------------
                                               2001               2000
                                        -------------------  -------------------
                                                Percent of           Percent of
                                                 Loans to             Loans to
                                        Amount  Total Loans  Amount  Total Loans
                                        ------  -----------  ------  -----------
                                                  (Dollars in Thousands)
Real estate mortgage:
  One- to four-family residential......   $302     73.79%    $264        76.31%
  Multi-family.........................     10      2.34       10         2.81
  Agricultural.........................     15      3.56       15         4.05
  Commercial...........................     33      8.09       26         6.97
  Residential construction.............     28      6.70       22         6.04
Consumer(1)............................     23      5.52       35         3.82
                                          ----    ------     ----       ------
    Total allowance for loan losses....   $411    100.00%    $372       100.00%
                                          ====    ======     ====       ======

-------------
(1)  For  2000  includes  $21,000  of  specific  reserves  attributable  to  two
     particular loans and not available for other loan losses.

Investment Activities

           The  Registrant is required  under federal  regulations to maintain a
sufficient amount of liquid assets which may be invested in specified short-term
securities and certain other investments.  However, neither the OTS nor the FDIC
prescribes by regulation to a minimum or percentage of liquid assets.  The level
of liquid assets  varies  depending  upon several  factors,  including:  (i) the
yields  on  investment  alternatives,  (ii)  management's  judgment  as  to  the
attractiveness of the yields then available in relation to other  opportunities,
(iii) expectation of future yield levels,  and (iv) management's  projections as
to the  short-term  demand  for funds to be used in loan  origination  and other
activities.  Investment securities,  including mortgage-backed  securities,  are
classified  at the time of  purchase,  based upon  management's  intentions  and
abilities, as securities held to maturity or securities available for sale. Debt
securities  acquired  with  the  intent  and  ability  to hold to  maturity  are
classified  as held to  maturity  and  are  stated  at  cost  and  adjusted  for
amortization of premium and accretion of discount,  which are computed using the
level yield method and recognized as adjustments of interest  income.  All other
debt  securities are classified as available for sale to serve  principally as a
source of liquidity.

           Current  regulatory and accounting  guidelines  regarding  investment
securities  (including  mortgage  backed  securities)  require the Registrant to
categorize  securities as "held to maturity," "available for sale" or "trading."
As of September 30, 2001, Registrant had securities  (including  mortgage-backed
securities)  classified  as "held to maturity" and  "available  for sale" in the
amount of $4.9 million and $12.5 million,

                                       11
<PAGE>

respectively  and  had  no  securities   classified  as  "trading."   Securities
classified as "available for sale" are reported for financial reporting purposes
at the fair  market  value with net  changes in the market  value from period to
period included as a separate  component of stockholders'  equity, net of income
taxes. At September 30, 2001, the Registrant's securities available for sale had
an amortized cost of $7.6 million and market value of $12.5 million.  Changes in
the market value of  securities  available  for sale do not affect the Company's
income.  In addition,  changes in the market value of  securities  available for
sale do not affect the Bank's regulatory capital requirements or its loan-to-one
borrower limit.

           At September 30, 2001, the Registrant's  investment  portfolio policy
allowed investments in instruments such as: (i) U.S. Treasury obligations,  (ii)
U.S.  federal  agency or federally  sponsored  agency  obligations,  (iii) local
municipal   obligations,   (iv)   mortgage-backed   securities,   (v)   banker's
acceptances,  (vi) certificates of deposit, and (vii) investment grade corporate
bonds,  and commercial  paper.  The board of directors may authorize  additional
investments.

           As a source  of  liquidity  and to  supplement  Registrant's  lending
activities,   the  Registrant   has  invested  in  residential   mortgage-backed
securities.  Mortgage-backed  securities  can serve as collateral for borrowings
and, through repayments,  as a source of liquidity.  Mortgage-backed  securities
represent a participation  interest in a pool of  single-family or other type of
mortgages.  Principal  and  interest  payments  are  passed  from  the  mortgage
originators, through intermediaries (generally quasi-governmental agencies) that
pool and  repackage  the  participation  interests in the form of  securities to
investors.  The quasi- governmental  agencies guarantee the payment of principal
and interest to investors and include Freddie Mac, Ginnie Mae, and Fannie Mae.

           Mortgage-backed securities typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk  characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable  rate) and the prepayment  risk, are passed on to the  certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying  mortgages.  Expected  maturities will differ from contractual
maturities due to scheduled  repayments and because borrowers may have the right
to  call  or  prepay   obligations   with  or  without   prepayment   penalties.
Mortgage-backed  securities  issued by Freddie Mac,  Ginnie Mae, and Fannie Mae,
make up a majority of the pass-through certificates market.

           At September 30, 2001, the Registrant's  securities portfolio did not
contain securities of any issuer,  other than those issued by U.S. government or
its agencies,  with an aggregate book value in excess of 10% of the Registrant's
equity.

                                       12

<PAGE>

         Investment Portfolio. The following table sets forth the carrying value
of the Registrant's investment securities at the dates indicated.


                                                         At September 30,
                                                       ---------------------
                                                         2001         2000
                                                       -------       -------
                                                          (In Thousands)

Investment Securities available for sale:
Freddie Mac securities..........................       $12,509       $ 4,167
                                                       -------       -------
    Total.......................................        12,509         4,167
                                                       -------       -------
Investment securities held to maturity:
  FHLB Stock and bonds .........................         4,919         6,801
                                                       -------       -------
  Mortgaged-backed securities...................            22            25
                                                       -------       -------
    Total.......................................         4,941         6,826
                                                       -------       -------
    Total investment securities.................       $17,450       $10,993
                                                       =======       =======

                                       13
<PAGE>
         Investment  Portfolio  Maturities.  The  following  table  sets forth
information  regarding the scheduled  maturities,  carrying values, market value
and weighted average yields for the Registrant's investment securities portfolio
at September 30, 2001. The following table does not take into  consideration the
effects of scheduled repayments or the effects of possible prepayments.


<TABLE>
<CAPTION>
                                                             As of September 30, 2001
                         ----------------------------------------------------------------------------------------------------------
                                             More Than One to   More Than Five to
                         One Year or Less       Five Years         Ten Years       More than Ten Years  Total Investment Securities
                         ----------------    ----------------   -----------------  -------------------  ---------------------------
                         Carrying  Average   Carrying  Average  Carrying  Average  Carrying    Average  Carrying   Average   Market
                          Value     Yield     Value     Yield    Value     Yield    Value       Yield    Value      Yield    Value
                          -----     -----     -----     -----    -----     -----    -----       -----    -----      -----    -----
                                                              (Dollars in Thousands)
<S>                     <C>         <C>       <C>     <C>      <C>        <C>     <C>         <C>      <C>         <C>    <C>
Investments securities
available for sale:
Freddie Mac Securities..  $12,509     2.36%     $ --      --%    $   --       --%   $   --        --%    $12,509     2.36%  $12,509
                          -------     ----      ----    ----     ------     ----    ------      ----     -------     ----   -------
Investment securities
held to maturity:
U.S. Government and
  Federal agencies
  bonds.................    1,000     5.97        --      --      2,000     6.01        --        --       3,000     5.99     3,037
Ginnie Mae PC...........       22     7.54        --      --         --       --        --        --          22     7.54        23
FHLB Stock..............       --       --        --      --         --       --     1,705      7.18       1,705     7.18     1,705
Bonds - Municipal.......       --       --       105    4.21         --       --       109      5.37         214     4.80       221
                          -------               ----             ------             ------               -------            -------
  Total.................    1,022     6.00       105    4.21      2,000     6.01     1,814      7.07       4,941     6.36     4,986
                          -------     ----      ----    ----     ------     ----    ------      ----     -------     ----   -------
Total investment
  securities............  $13,531     2.64%     $105    4.21%    $2,000     6.01%   $1,814      7.07%    $17,450     3.50%  $17,495
                          =======     ====      ====    ====     ======     ====    ======      ====     =======     ====   =======

</TABLE>

                                       14
<PAGE>

Sources of Funds

           General.  Deposits are the major external source of the  Registrant's
funds for lending and other investment  purposes.  The Registrant  derives funds
from  amortization  and  prepayment  of  loans  and,  to a much  lesser  extent,
maturities of investment securities, borrowings,  mortgage-backed securities and
operations.  Scheduled loan principal  repayments are a relatively stable source
of  funds,   while  deposit  inflows  and  outflows  and  loan  prepayments  are
significantly influenced by general interest rates and market conditions.

           Deposits.  Consumer and commercial deposits are attracted principally
from  within the  Registrant's  primary  market area  through the  offering of a
selection of deposit  instruments  including  regular  savings  accounts,  money
market  accounts,  and term  certificate  accounts.  Deposit  account terms vary
according to the minimum balance required, the time period the funds must remain
on deposit,  and the interest rate, among other factors.  At September 30, 2001,
the Registrant had no brokered accounts.

           Jumbo  Certificates  of Deposit.  The following  table  indicates the
amount of the  Registrant's  certificates of deposit of $100,000 or more by time
remaining until maturity as of September 30, 2001.


                                                     Certificates
                                                      of Deposit
                                                      ----------
Maturity Period                                     (In Thousands)
---------------
Three months or less.........................         $ 2,709
More than three through six months...........           4,918
More than six through twelve months..........           5,442
Over twelve months...........................           3,481
                                                      -------
   Total.....................................         $16,550
                                                      =======

           The  following  table sets forth the average  balances  and  interest
rates based on month-end balances for interest-bearing  demand deposits and time
deposits as of the dates indicated.


                                       Year Ended September 30,
                             -----------------------------------------------
                                     2001                     2000
                             --------------------    -----------------------
                             Average      Average      Average     Average
                             Balance       Rate        Balance       Rate
                             -------       ----        -------       ----
                                         (Dollars in Thousands)
Deposit Category:

Demand Accounts(1).......    $11,500        2.36%      $10,990        2.17%
Passbook Accounts........      6,765        2.79         7,182        2.75
Certificates.............     73,406        5.98        67,215        5.47
                             -------        ----       -------        ----
                             $91,671        5.29%      $85,387        4.86%
                             =======        ====       =======        ====

-------------
(1)  Includes  non-interest  bearing accounts,  which represent less than 10% of
     total deposits.

         Borrowings.   Deposits  are  the  primary  source  of  funds  of  First
Financial's  lending and  investment  activities  and for its  general  business
purposes.  First  Financial  may obtain  advances from the FHLB of Cincinnati to
supplement  its supply of lendable  funds.  Advances from the FHLB of Cincinnati
are

                                       15
<PAGE>

typically  secured  by a  pledge  of  First  Financial's  stock  in the  FHLB of
Cincinnati and a portion of their first mortgage loans and certain other assets.
First  Financial and Citizens,  if the need arises,  may also access the Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit  withdrawal  requirements.  At September 30, 2001,  the  Registrant
borrowings totaled $7.0 million, which was short-term.

Personnel

           As of September 30, 2001, the  Registrant had 35 full-time  employees
and one part-time employee.  None of the Registrant's  employees are represented
by a collective  bargaining group. The Registrant believes that its relationship
with its employees is good.

Regulation of the Company

           General.  The Company is a registered bank holding company subject to
regulation  under the Bank  Holding  Company Act of 1956,  as amended  (the "BHC
Act").  In  addition,  the Company is subject to the  provisions  of  Kentucky's
banking laws regulating bank acquisitions and various  activities of controlling
bank  shareholders.  As a bank  holding  company,  the  Company  is  subject  to
regulation and  supervision,  and examination by the FRB and is required to file
periodic reports with the FRB. The Kentucky Department of Financial Institutions
may also  conduct  examinations  of the  Company to  determine  whether it is in
compliance with applicable  Kentucky banking laws and regulations.  In addition,
the FRB  has  enforcement  authority  over  the  Company  and any  non-financial
institution  subsidiaries  of the  Company.  This  regulation  and  oversight is
intended primarily for the protection of the depositors of the Banks and not for
the benefit of the Company's stockholders.

           Regulatory Capital Requirements. The FRB has adopted capital adequacy
guidelines  pursuant to which it assesses  the  adequacy of capital in examining
and supervising a bank holding company and in analyzing applications to it under
the Bank Holding Company Act. The FRB's capital adequacy  guidelines are similar
to those imposed on the Banks by the OTS and the FDIC.  See  "Regulation  of the
Banks - Regulatory Capital Requirements."

           Restrictions on Dividends.  The FRB has issued a policy  statement on
the payment of cash  dividends by bank holding  companies,  which  expresses the
FRB's view that a bank holding  company  should pay cash  dividends  only to the
extent that the holding  company's net income for the past year is sufficient to
cover  both  the  cash  dividends  and a rate  of  earnings  retention  that  is
consistent with the holding company's  capital needs,  asset quality and overall
financial condition. The FRB also indicated that it would be inappropriate for a
company   experiencing  serious  financial  problems  to  borrow  funds  to  pay
dividends.  Furthermore, under the federal prompt corrective action regulations,
the FRB may  prohibit a bank holding  company  from paying any  dividends if the
holding company's bank subsidiary is classified as "undercapitalized."

           Acquisition  of  Banks.  The BHC Act  also  requires  a bank  holding
company  to  obtain  prior  approval  from the FRB  before  acquiring  direct or
indirect  ownership or control of more than 5% of the voting  shares of any bank
which is not already  majority owned or controlled by that bank holding company.
Acquisition of any  additional  banks would require prior approval from both the
FRB and the Kentucky Department of Financial Institutions.

                                       16
<PAGE>

           Non-Banking Activities.  The business activities of the Company, as a
bank holding  company,  are restricted by the BHC Act. The Company is authorized
by the BHC Act and the FRB's  Regulation  Y to acquire  ownership  or control of
non-banking companies,  provided the activities of the non-banking companies are
so closely  related to banking or  managing  or  controlling  banks that the FRB
considers  the  activities  to be proper to the  operation and control of banks.
Regulation Y sets forth a lengthy list of activities (including the operation of
a savings institution such as First Financial) that the FRB has determined to be
so closely related to the business of banking as to be a proper incident thereto
regarded as closely  related to banking or managing  or  controlling  banks and,
thus, are permissible activities for bank holding companies.

           The  Gramm-Leach-Bliley  Act,  which became  effective in March 2000,
permits greater affiliation among banks,  securities firms, insurance companies,
and other  companies under a new type of financial  services  company known as a
"financial  holding company." A financial holding company  essentially is a bank
holding company with significantly expanded powers.  Financial holding companies
are  authorized  by  statute  to  engage  in a number  of  financial  activities
previously  impermissible  for  bank  holding  companies,  including  securities
underwriting,  dealing and market making; sponsoring mutual funds and investment
companies;  insurance  underwriting and agency; and merchant banking activities.
The act also permits the FRB and the Treasury Department to authorize additional
activities for financial  holding companies if they are "financial in nature" or
"incidental"  to  financial  activities.  A bank  holding  company  may become a
financial  holding company if each of its subsidiary banks is well  capitalized,
well managed,  and has at least a "satisfactory" CRA rating. A financial holding
company  must  provide  notice  to the  FRB  within  30  days  after  commencing
activities  previously determined by statute or by the FRB and the Department of
the Treasury to be permissible.  The Company has not submitted notice to the FRB
of its intent to be deemed a financial holding company.

Regulation of the Banks

           General.  Set forth below is a brief description of certain laws that
relate to the regulation of the Banks.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  First  Financial,  as  a  federal  savings  bank,  is  subject  to
regulation,  supervision and regular examination by the OTS. Citizens Financial,
as a Kentucky commercial bank that is not a member of the FRB System, is subject
to  regulation,  supervision  and  regular  examination  both  by  the  Kentucky
Department of Financial  Institutions  and the FDIC.  The deposits of both Banks
are  insured by the FDIC to the  maximum  extent  provided  by law (a maximum of
$100,000 for each insured depositor).

           Federal and Kentucky  banking  laws and  regulations  control,  among
other things,  the Banks' required  reserves,  investments,  loans,  mergers and
consolidations,  issuance of securities,  payment of dividends and other aspects
of the Banks'  operations.  The  regulatory  structure also gives the respective
regulatory authorities extensive discretion in connection with their supervisory
and enforcement  activities and  examination  policies,  including  polices with
respect to the  classification  of assets and the establishment of adequate loan
loss reserves for regulatory purposes.  Supervision,  regulation and examination
of First Financial and Citizens  Financial by the bank  regulatory  agencies are
intended  primarily for the protection of depositors  rather than for holders of
the Company's stock or for the Company as the holder of the stock of the Banks.

           Insurance of Deposit  Accounts.  The deposit  accounts  held by First
Financial  and  Citizens  Financial  are  insured  by  the  SAIF  and  the  BIF,
respectively,  to a maximum of $100,000 for each  insured  member (as defined by
law and regulation).  Insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe or unsound  practices,  is in
an unsafe or unsound

                                       17
<PAGE>

condition to continue operations or has violated any applicable law, regulation,
rule,  order  or  condition  imposed  by the FDIC or the  institution's  primary
regulator.

           The  Banks  are  required  to  pay  insurance  premiums  based  on  a
percentage of their insured deposits to the FDIC for insurance of their deposits
by the SAIF and the BIF. The FDIC's current deposit  insurance  assessment rates
for SAIF and BIF member  institutions are in a range from 0% to .027% of insured
deposits on an annualized  basis,  with the  assessment  rate for most banks and
thrifts set at 0%.

           In  addition,  all  FDIC-insured  institutions  are  required  to pay
assessments  to the  FDIC to fund  interest  payments  on  bonds  issued  by the
Financing Corporation ("FICO"), an agency of the Federal government  established
to  recapitalize  the  predecessor to the SAIF. The assessment  rate for 2001 is
approximately  .019% of insured deposits.  These assessments will continue until
the FICO bonds mature in 2017.

           Regulatory  Capital  Requirements.  The OTS and the FDIC have adopted
regulations requiring institutions under their respective jurisdictions maintain
specified minimum ratios of capital to total assets and capital to risk-weighted
assets.  Specifically,  all savings  institutions  and banks must  maintain  the
following ratios: (1) "Tier 1" or "core" capital equal to at least 4% (3% if the
institution has received the highest  rating,  "composite 1 CAMELS," on its most
recent  examination) of total adjusted assets; and (2) total capital (defined as
Tier 1  capital  plus  supplementary  (Tier  2)  capital)  equal  to 8% of total
risk-weighted  assets.  In addition,  savings  institutions  are required  under
applicable  federal law to maintain  tangible  equity  capital equal to at least
1.5% of total adjusted assets.  The Banks were in compliance with the respective
capital requirements of the FDIC and the OTS as of September 30, 2001.

           Dividend and Other Capital Distribution Limitations.  The OTS and the
Kentucky Department of Financial Institutions impose restrictions on the ability
of federal savings institutions and Kentucky commercial banks, respectively,  to
pay dividends and to make other capital distributions. In general, the Banks are
prohibited  from paying any dividends or other capital  distributions  if, after
the distribution, they would be undercapitalized under applicable federal law.

           The prior  approval  of the OTS  would be  required  for any  capital
distribution  (including a dividend) by First Financial if: (i) the total of its
capital distributions,  including the proposed distribution,  were to exceed its
net income for the  calendar  year to date plus its  retained net income for the
preceding  two  calendar  years;  (ii)  First  Financial  was not  eligible  for
expedited  treatment of applications  under  applicable OTS  regulations;  (iii)
First Financial would not remain adequately  capitalized,  as defined, after the
distribution;  or (iv) the  capital  distribution  would  violate  an  agreement
between the OTS and First Financial or any OTS regulation.  In addition, even if
the above application  requirement were  inapplicable,  First Financial would be
required to give the OTS prior  notice of any capital  distribution  if it would
not remain well capitalized after the distribution.

           In addition,  under applicable  provisions of Kentucky law, the prior
approval of the Kentucky Department of Financial Institutions is required if the
total of all  dividends  declared by Citizens  Financial  in any  calendar  year
exceeds  Citizens  Financial's net profits,  as defined,  for that year combined
with its retained net profits for the  preceding  two calendar  years,  less any
required  transfers  to surplus or a fund for the  retirement  of any  preferred
stock.

           Federal  Home Loan Bank  System.  First  Financial is a member of the
FHLB of Cincinnati,  which is one of 12 regional FHLBs that administers the home
financing credit function of savings associations. Each FHLB serves as a reserve
or central bank for its members within its assigned region.

                                       18
<PAGE>

It is funded  primarily  from  proceeds  derived  from the sale of  consolidated
obligations of the FHLB System.  It makes loans to members  (i.e.,  advances) in
accordance with policies and procedures established by the Board of Directors of
the FHLB. Citizens Financial is not a member of the FHLB.

           As a member,  First  Financial  is required to purchase  and maintain
stock  in the  FHLB of  Cincinnati  in an  amount  equal  to at  least 1% of its
aggregate unpaid residential  mortgage loans, home purchase contracts or similar
obligations at the beginning of each year.

           Federal  Reserve  System.  The Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking  accounts) and non-personal  time deposits.  At September 30, 2001,
the Banks were in compliance with these Federal Reserve Board requirements.

Item  2.  Description of Properties
-----------------------------------

           (a)       Properties

           The  Registrant  operates  from two main offices and two full service
branch  offices.  The  following  table sets  forth  information  regarding  the
Registrant's properties:

                                                                Original
                                                                  Date
                                               Leased           Acquired
Location                                      or Owned         or Leased
--------                                      --------         ---------

First Financial
---------------
MAIN OFFICE:
104 South Chiles Street                        Owned              1964
Harrodsburg, Kentucky 40330

BRANCH OFFICE:                                 Owned              1973
216 South Main Street
Lawrenceburg,Kentucky 40342

BRANCH OFFICE:                                 Owned              1998
1015 Cross Road Drive
Lawrenceburg, Kentucky 40342

Citizens Financial
------------------
MAIN OFFICE:                                   Leased             2000
113 West Public Square
Glasgow, Kentucky 42142

                                       19
<PAGE>

         (b) Investment  Policies.  See "Item 1.  Description of Business" above
for a  general  description  of the  Registrant's  investment  policies  and any
regulatory or Board of Directors'  percentage  of assets  limitations  regarding
certain  investments.  The  Registrant's  investments are primarily  acquired to
produce income, and to a lesser extent, possible capital gain.

                     (1) Investments in Real Estate or Interests in Real Estate.
See "Item 1.  Description  of Business - Lending  Activities and - Regulation of
the Bank," and "Item 2. Description of Property."

                     (2) Investments  in  Real  Estate  Mortgages.  See "Item 1.
Description of Business - Lending Activities and - Regulation of the Bank."

                     (3) Investments  in  Securities  of or Interests in Persons
Primarily  Engaged  in Real  Estate  Activities.  See  "Item 1.  Description  of
Business - Lending Activities and - Regulation of the Bank."

         (c) Description of Real Estate and Operating Data. Not Applicable.

Item 3.  Legal Proceedings
--------------------------

           The  Registrant,  from time to time,  is a party to ordinary  routine
litigation,  which arises in the normal  course of  business,  such as claims to
enforce  liens,  condemnation  proceedings on properties in which the Registrant
holds  security  interests,  claims  involving  the making and servicing of real
property  loans,  and other issues  incident to the business of the  Registrant.
There were no material lawsuits pending or known to be contemplated  against the
Banks or the Company at September 30, 2001.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

           None.

                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
         Matters
         -------

           The  information  contained under the section  captioned  "Market and
Dividends  Information" in the 2001 Annual Report to  Stockholders  (the "Annual
Report") is incorporated herein by reference.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

           The  information  contained  in the section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.


                                       20
<PAGE>

Item 7.  Financial Statements
-----------------------------

           The Registrant's financial statements listed under Item 13 herein are
incorporated herein by reference.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure
         --------------------

           Not applicable.

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
--------------------------------------------------------------------------------
        with Section 16(a) of the Exchange Act.
        ---------------------------------------

           The information  required under this item is  incorporated  herein by
reference  to the  Proxy  Statement  for the 2001  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information."

Item 10.  Executive Compensation
--------------------------------

           The information required by this item is incorporated by reference to
the  Proxy  Statement  contained  under  the  section  captioned  "Director  and
Executive Officer Compensation."

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

           (a)       Security Ownership of Certain Beneficial Owners
           (b)       Security Ownership of Management
                     The   information   required   by  items  (a)  and  (b)  is
                     incorporated  herein by  reference  to the Proxy  Statement
                     contained under the sections captioned  "Principal Holders"
                     and "Proposal I - Election of Directors."
           (c)       Management  of  the  Company  knows  of  no   arrangements,
                     including  any  pledge by any person of  securities  of the
                     Company,  the  operation of which may at a subsequent  date
                     result in a change in control of the Company.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

           The  information  required  by this  item is  incorporated  herein by
reference to the Proxy Statement  contained under the section captioned "Certain
Relationships and Related Transactions."

                                       21
<PAGE>

Item 13.  Exhibits, Financial Statements, and Reports on Form 8-K
-----------------------------------------------------------------

         (a) Listed below are all  financial  statements  and exhibits  filed as
             part of this report, and are incorporated by reference.

           1.        The  consolidated  statements  of financial  conditions  of
                     Harrodsburg First Financial  Bancorp,  Inc. as of September
                     30, 2001 and 2000, and the related consolidated  statements
                     of income,  changes in stockholders'  equity and cash flows
                     for the years then ended,  together  with the related notes
                     and the  independent  auditors'  report of  Miller,  Mayer,
                     Sullivan & Stevens LLP, independent accountants.

           2.        Schedules omitted as they are not applicable.

           3         Exhibits

           (a)       The following exhibits are filed as part of this report.
<TABLE>
<CAPTION>
        <S>       <C>
            3.1      Certificate of Incorporation of Harrodsburg First Financial Bancorp, Inc.*
            3.2      Bylaws of Harrodsburg First Financial Bancorp, Inc.*
           10.1      1996 Stock Option Plan**
           10.2      Restricted Stock Plan and Trust Agreement**
           10.3      Form of Employment Agreement Jack D. Hood***
           10.4      Employment Agreement Arthur L. Freeman***
           13.0      Portions of the 2001 Annual Report to Stockholders
           21.0      Subsidiary Information (See Item 1 - Description of Business)
</TABLE>

           (b)       Reports on Form 8-K.
                     None.

---------------
*          Incorporated herein by reference into this document from the Exhibits
           to Form  S-1,  Registration  Statement,  initially  filed on June 14,
           1995, Registration No. 33-93458.
**         Incorporated herein by reference into this document from the Exhibits
           to the Form 10-K filed on December 29, 1997.
***        Incorporated herein by reference to the identically  numbered exhibit
           to the Form 10K filed on December 20, 2001.


                                       22
<PAGE>

                                   SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) 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  as of December 21,
2001.

                                       HARRODSBURG FIRST FINANCIAL BANCORP, INC.


                                       By:  /s/Arthur L. Freeman
                                            ------------------------------------
                                            Arthur L. Freeman
                                            Chief Executive Officer and Chairman
                                            (Duly Authorized Representative)

           Pursuant to the  requirement of the Securities  Exchange Act of 1934,
this Report has been signed below on December 21, 2001, by the following persons
on behalf of the Registrant and in the capacities indicated.

<TABLE>
<CAPTION>
<S>                                                   <C>

By:  /s/Arthur L. Freeman                                By: /s/Jack D. Hood
     -------------------------------------------             -------------------------------------
     Arthur L. Freeman                                       Jack D. Hood
     Chief Executive Officer and Chairman                    President and Director
     (Duly Authorized Representative)


By:  /s/Wickliffe T. Asbury, Sr.                         By: /s/Thomas Les Letton
     -------------------------------------------             -------------------------------------
     Wickliffe T. Asbury, Sr.                                Thomas Les Letton
     Vice President and Director                             Director


By:  /s/Jack L. Coleman, Jr.                             By: /s/W. Dudley Shryock
     -------------------------------------------             -------------------------------------
     Jack L. Coleman, Jr.                                    W. Dudley Shryock
     Director                                                Director


By:  /s/Teresa W. Noel
     -------------------------------------------
     Teresa W. Noel
     Treasurer and Chief Financial Officer
     (Chief Financial and Accounting Officer)

</TABLE>