SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(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, 2000
                          ------------------------------------------------------

                                     - 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-K 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-K or any
amendment to this Form 10-K. [_]

         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, 2000, was $14,998,000.

         As  of  December 6, 2000 there  were  issued and  outstanding 1,514,875
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, 2000. (Parts I, II and IV)
2.   Portions  of  the  Proxy   Statement   for  the  2000  Annual   Meeting  of
     Stockholders. (Part III)

                                        1
<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-K 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,   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  Company  is the  holding  company  for First  Financial  Bank (the
"Bank")  and as a unitary  savings and loan  holding  company is  generally  not
restricted in the types of business  activities in which it may engage  provided
that the Bank  retains  a  specified  amount of its  assets  in  housing-related
investments.  The Company conducts no significant  business or operations of its
own other than holding all of the outstanding  stock of the Bank.  References to
the Company or  Registrant  generally  refers to the  consolidated  entity which
includes the main  operating  company,  the Bank,  unless the context  indicates
otherwise.

         The Bank 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"). The Bank 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>

         The Bank  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,  the Bank also originates  multi-family  real estate
loans 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  and
Anderson  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.

<TABLE>
<CAPTION>
                                                       At September 30,
                                       -----------------------------------------
                                              2000                   1999
                                       --------------------    -----------------
                                          Amount    Percent    Amount    Percent
                                          ------    -------    ------    -------
                                                   (Dollars in Thousands)
<S>                                    <C>         <C>      <C>         <C>
Type of Loans:
-------------
Real Estate:
  One-to four-family residential.......  $79,826     76.31%   $70,639     76.88%
  Multi-family.........................    2,941      2.81      3,720      4.05
  Agricultural.........................    4,245      4.05      4,542      4.94
  Commercial...........................    7,296      6.97      5,148      5.60
  Construction.........................    6,319      6.04      4,122      4.49
Consumer:
  Home equity..........................    1,775      1.70      1,830      1.99
  Other(1).............................    1,658      1.59      1,399      1.52
  Savings account......................      551       .53        484       .53
                                        --------    ------    -------    ------
      Total loans receivable...........  104,611    100.00%    91,884    100.00%
                                                    ======               ======
Less:
  Loans in process.....................    2,947                2,042
  Deferred loan origination fees
   and costs, net......................      411                  410
  Allowance for loan losses............      372                  370
                                        --------              -------
Loans receivable, net.................. $100,881              $89,062
                                        ========              =======
</TABLE>

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

                                        2
<PAGE>

Loan Maturity Tables

         The  following  table  sets  forth  the  maturity  of the  Bank's  loan
portfolio  at  September  30, 2000.  The table does not include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totaled  $27.8  million  for  the  year  ended  September  30,  2000.
Adjustable-  rate  mortgage  loans are shown as  maturing  based on  contractual
maturities.

                                         Due    Due after
                                       within   1 through    Due after
                                       1 year    5 years      5 years     Total
                                       ------    -------      -------     -----
                                                   (In Thousands)
One- to four-family residential......  $  100     $1,231     $ 78,495   $ 79,826
Multi-family, agricultural and
commercial...........................       4        118       14,360     14,482
Construction.........................       -          -        6,319      6,319
Consumer.............................   1,207        677        2,100      3,984
                                       ------     ------     --------   --------
Total................................  $1,311     $2,026     $101,274   $104,611
                                       ======     ======     ========   ========

         The  following  table sets forth as of  September  30,  2000 the dollar
amount of all loans due after  September  30,  2001,  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..............     $22,260            $57,466          $ 79,726
Multi-family, agricultural and commercial....         910             13,568            14,478
Construction.................................       1,070              5,249             6,319
Consumer.....................................         639              2,138             2,777
                                                  -------            -------          --------
Total........................................     $24,879            $78,421          $103,300
                                                  =======            =======          ========
</TABLE>

         One- to Four-Family Residential Loans. The Registrant's primary lending
activity consists of the origination of one- to four-family residential mortgage
loans secured by property located in the  Registrant's  primary market area. The
Registrant 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.

         The Registrant  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.  The  Registrant'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.  The Registrant  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.

                                        3
<PAGE>


         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 the  Registrant  in its  portfolio  generally  include
due-on-sale  clauses which provide the Registrant 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 Registrant  engages 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 the  Registrant's  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 after the loan is converted to permanent financing. Borrowers must satisfy
all credit requirements which would apply to the Registrant's 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  Registrant  may be required to advance funds beyond the amount
originally committed to permit completion of the development. The Registrant has
sought to minimize this risk by requiring  precise  construction cost estimates,
specifications,  and drawing plans from qualified  borrowers in the Registrant's
market area.

         Multi-Family  and Commercial  Real Estate Loans.  In order to serve its
community and enhance  yields on its assets,  the  Registrant  originates  loans
secured by commercial real estate and multi-family properties.  The multi-family
and commercial  real estate loans  originated by the  Registrant  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 Registrant  benefits 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. The Registrant'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%. As of September 30,
2000,  loans on multi-family  residential and commercial real estate  properties
constituted  approximately $10.2 million, or 9.8% of the Registrant's total loan
portfolio.

                                        4
<PAGE>

         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  Registrant
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 the
Registrant. The Registrant's 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  the
Registrant's  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  Registrant,  repayment  is
dependent upon the continuing  financial  support of the church's  members.  The
Registrant  also  obtains  appraisals  on  each  property.   All  appraisals  on
commercial  and  multi-family  real  estate  are  reviewed  by the  Registrant's
management.

         Agricultural  Loans. The Registrant engages in lending on improved farm
land with no dwelling,  building lots and building acreage sites. The Registrant
benefits  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. 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  Registrant  also  engages  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.  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 Registrant  originates consumer loans on either a
secured  or  unsecured  basis.  These  loans  generally  require a  pre-existing
relationship with the Registrant.  The Registrant generally makes 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.   The   Registrant  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 the Registrant, 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 the Registrant designated by the Board of
Directors.  An  independent  appraiser  designated  and approved by the Board of
Directors of the Registrant 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 the  Registrant  or in some cases by an  officer of the Bank.  For real
estate  loans the  Registrant  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.

         Loan  Commitments.   The  Registrant  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, 2000,  the  Registrant  had $6.7 million of  commitments  to cover
originations, undisbursed funds for loans-in-process and unused lines of credit.

Non-Performing and Problem Assets

         Loan Delinquencies.  The Registrant monitors delinquencies on all types
of loans closely. If such loans later become delinquent, the Registrant contacts
and works  with the  borrower  to  resolve  the  delinquency  before  initiating
foreclosure  proceedings.  The Registrant'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

                                        6
<PAGE>

to the outstanding  principal balance or recorded as interest income,  depending
on the assessment of the ultimate collectibility of the loan.

         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 SFAS 114, as amended by SFAS 118.

                                                           At September 30,
                                                        -----------------------
                                                         2000              1999
                                                         ----              ----
                                                             (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................................        446               214
  All other mortgage loans........................         16                23
 Non-mortgage loans:
  Commercial......................................         --                --
  Consumer........................................         55                44
                                                         ----              ----
Total.............................................        517               281
                                                         ----              ----
Total non-accrual and accrual loan................        517               281
Real estate owned.................................         --                --
                                                         ----              ----
Total non-performing assets.......................       $517              $281
                                                         ====              ====
Total non-performing loans to net loans...........        .51%              .32%
                                                         ====              ====
Total non-performing loans to total assets........        .44%              .25%
                                                         ====              ====
Total non-performing assets to total assets.......        .44%              .25%
                                                         ====              ====

         Classified Assets. OTS 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.

                                        7
<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. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, 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, 2000
                                                    ---------------------
                                                       (In Thousands)

Special Mention..................                            $  77
Substandard......................                              405
Doubtful.........................                                -
Loss.............................                                -
                                                             -----
Total............................                            $ 482
                                                             =====

         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.


                                        8
<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,
                                                         -----------------------
                                                             2000          1999
                                                         --------      --------

(Dollars in Thousands)

Total loans outstanding ............................     $104,611      $ 91,884
                                                         ========      ========
Average loans outstanding ..........................     $ 95,726      $ 86,754
                                                         ========      ========

Allowance balances (at beginning of  period) .......     $    370      $    335
Provision (credit):
  Residential ......................................           15            15
  Consumer .........................................           --            20
Net Charge-offs (recoveries):
  Residential ......................................           --            --
  Consumer .........................................           13            --
                                                         --------      --------
Allowance balance (at end of period) ...............     $    372      $    370
                                                         ========      ========
Allowance for loan losses as a percent
  of total loans outstanding .......................          .36%          .41%
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.

                                        9
<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.

<TABLE>
<CAPTION>
                                                              At September 30,
                                              -------------------------------------------
                                                     2000                  1999
                                              --------------------   --------------------
                                                        Percent of             Percent of
                                                         Loans to               Loans to
                                              Amount   Total Loans   Amount   Total Loans
                                              ------   -----------   ------   -----------
                                                   (Dollars in Thousands)
<S>                                          <C>         <C>        <C>        <C>
Real estate mortgage:
  One- to four-family residential.........     $264        76.31%     $264       76.88%
  Multi-family...........................        10         2.81        15        4.05
  Agricultural............................       15         4.05        18        4.94
  Commercial..............................       26         6.97        21        5.60
  Residential construction................       22         6.04        17        4.49
Consumer(1)...............................       35         3.82        35        4.04
                                               ----       ------      ----      ------
    Total allowance for loan
      losses..............................     $372       100.00%     $370      100.00%
                                               ====       ======       ===      ======
</TABLE>

-----------------------
(1)      For 2000 and  1999,  respectively,  includes  $21,000  and  $20,000  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
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain  other  investments.  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, 2000, Registrant had securities  (including  mortgage-backed
securities)  classified  as "held to maturity" and  "available  for sale" in the
amount of $6.8  million and $4.2  million,  respectively  and had no  securities
classified as "trading." Securities classified as "available for sale" are

                                       10
<PAGE>

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, 2000,
the Registrant's  securities available for sale had an amortized cost of $75,000
and market  value of $4.2  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, 2000, 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,  like us. The  quasi-governmental  agencies  guarantee the payment of
principal  and interest to investors  and include the Federal Home Loan Mortgage
Corporation  ("FHLMC"),  Government National Mortgage Association ("GNMA"),  and
Federal National Mortgage Association ("FNMA").

         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 FHLMC, GNMA, and FNMA make up a majority of
the pass- through certificates market.

         At September 30, 2000, 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.

                                       11
<PAGE>

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


                                                          At September 30,
                                                      2000              1999
                                                     ------            -------
                                                          (In Thousands)
Investment Securities available for sale:
FHLMC securities................................     $ 4,167           $ 4,009
                                                     -------           -------
  Total.........................................       4,167             4,009
                                                     -------           -------
Investment securities held to maturity:
  FHLB Stock and bonds .........................       6,801             7,191
                                                     -------           -------
  Mortgaged-backed securities...................          25                40
                                                     -------           -------
 Total..........................................       6,826             7,231
                                                     -------           -------
 Total investment securities....................      10,993            11,240
                                                     =======           =======

                                       12
<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, 2000. 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, 2000
                                 ---------------------------------------------------------------------------------------------------
                                                     More Than One to  More Than Five to       More than            Total
                                 One Year or Less       Five Years       Ten Years             Ten Years    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:
FHLMC Securities ..............  $ 4,167    1.24%   $     -      -%   $     -      -%   $     -      -%   $ 4,167   1.24%   $ 4,167
                                 -------   ------   -------   ----    -------   ----    -------   ----    -------   ----    -------
Investment securities held to
 maturity:
Bonds - U.S. Government and
   Federal agencies ...........        -       -      5,000   6.30          -      -          -      -      5,000   6.3       4,910
GNMA PC .......................        -       -          -      -         25   7.26          -      -         25   7.26         26
FHLB Stock ....................        -       -          -      -          -      -      1,587   7.16      1,587   7.16      1,587
Bonds - Municipal .............      105                      4.21        109   5.38          -      -        214   4.81        209
                                 -------   ------   -------   ----    -------   ----    -------   ----    -------   ----    -------
  Total .......................        -       -      5,105   6.20        134   5.73      1,587   7.16      6,826   6.46      6,732
                                 -------   ------   -------   ----    -------   ----    -------   ----    -------   ----    -------
Total investment securities ...  $ 4,167    1.24%   $ 5,105   6.20%   $   134   5.73%   $ 1,587   7.16%   $10,993   4.48%   $10,899
                                 =======   ======   =======   ====    =======   ====    =======   ====    =======   ====    =======
</TABLE>
                                       13
<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, 2000,
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, 2000.


                                                      Certificates
                                                       of Deposit
                                                       ----------
Maturity Period                                      (In Thousands)
---------------
Three months or less.............................        $1,625
More than three through six months...............         2,750
More than six through twelve months..............         3,184
Over twelve months...............................         2,238
                                                         ------
   Total.........................................        $9,797
                                                         ======

         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,
                                   -------------------------------------------
                                           2000                  1999
                                    -------------------  ---------------------
                                    Average   Average     Average     Average
                                    Balance     Rate      Balance      Rate
                                    -------     ----      -------      ----
                                               (Dollars in Thousands)
Deposit Category:

Demand Accounts(1).............     $10,990     2.17%     $ 9,645        2.27%
Passbook Accounts..............       7,182     2.75        7,553        2.80
Certificates...................      67,215     5.47       63,824        5.32
                                    -------               -------
                                    $85,387     4.86%     $81,022        4.71%
                                    =======     ====      =======       =====

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

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

                                       14
<PAGE>

typically  secured  by a  pledge  of  the  Registrant's  stock  in the  FHLB  of
Cincinnati  and a portion of the  Registrant's  first mortgage loans and certain
other assets.  The Registrant,  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, 2000,  the  Registrant
borrowings totaled $3.5 million, which was short-term.

Subsidiary Activity

         The Bank has one wholly owned subsidiary,  Harrodsburg Savings and Loan
Service  Corporation  (the "Service  Corporation").  Incorporated in Kentucky in
1978, the Service  Corporation  has been inactive  since its  acquisition of the
stock.

Personnel

         As of  September  30, 2000,  the  Registrant  had 21  full-time  and no
part-time  employees.  None of the  Registrant's  employees are represented by a
collective  bargaining group. The Registrant believes that its relationship with
its employees is good.

Recent Regulation

         The Gramm-Leach-Bliley  Financial Modernization Act of 1999 (the "Act")
authorized  qualifying  bank  holding  companies  to  become  financial  holding
companies and thereby  affiliate with securities  firms and insurance  companies
and engage in other  activities  that are  financial in nature.  The Act defines
"financial  in nature" to include  securities  underwriting,  dealing and market
making; sponsoring mutual funds and investment companies; insurance underwriting
and agency;  merchant  banking  activities;  and  activities  that the Board has
determined to be closely related to banking. A qualifying national bank also may
engage,  subject to limitations on investment,  in activities that are financial
in nature,  other  than  insurance  underwriting,  insurance  company  portfolio
investment,  real  estate  development,  and real estate  investment,  through a
financial subsidiary of the bank.

         The Act also  prohibits  new  unitary  thrift  holding  companies  from
engaging in  nonfinancial  activities or from  affiliating  with an nonfinancial
entity. The Company,  however, as a grandfathered unitary thrift holding company
under the Act will retain its authority to engage in nonfinancial activities.

         In addition,  the GLB Act imposes  significant  new  financial  privacy
obligations and reporting requirements on all financial institutions,  including
federal savings  associations.  Specifically,  the statute,  among other things,
will  require  financial  institutions  (a) to  establish  privacy  policies and
disclose them to customers both at the  commencement of a customer  relationship
and on an annual  basis and (b) to permit  customers  to opt out of a  financial
institution's   disclosure  of  financial  information  to  nonaffiliated  third
parties.  The federal  financial  regulators have promulgated  final regulations
implementing these provisions, which will become effective July 1, 2001.

Regulation of the Company

         General.  The  Company is a unitary  savings and loan  holding  company
subject to regulatory  oversight by the OTS. As such, the Company is required to
register  and  file  reports  with  the OTS and is  subject  to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association  subsidiaries,  should such subsidiaries
be formed,  which also permits the OTS to restrict or prohibit  activities  that
are determined to be a serious risk to the subsidiary

                                       15
<PAGE>

savings association. This regulation and oversight is intended primarily for the
protection of the depositors of the Bank and not for the benefit of stockholders
of the Company.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions,  provided the Bank satisfies the Qualified
Thrift Lender  ("QTL") test.  The Act  terminated  the "unitary  thrift  holding
company   exemption"  for  all  companies   that  applied  to  acquire   savings
associations  after May 4, 1999. Since the Company is  grandfathered  under this
provision of the Act, its unitary holding  company powers and  authorities  were
not affected.  However,  if the Company were to acquire control of an additional
savings  association,  its business  activities  would be subject to restriction
under the Home Owners' Loan Act. Furthermore,  if the Company were in the future
to sell control of the Bank to any other company, such company would not succeed
to the Company's  grandfathered status under the Act and would be subject to the
same business activity  restrictions.  See "- Regulation of the Bank - Qualified
Thrift Lender Test."

Regulation of the Bank

         General.  Set forth below is a brief  description  of certain laws that
relate to the  regulation of the Bank.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  As a federally chartered,  SAIF-insured  savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

         The OTS  regularly  examines  the Bank  and  prepares  reports  for the
consideration  of the Bank's  Board of Directors  on any  deficiencies  that are
found in the Bank's operations.  The Bank's relationship with its depositors and
borrowers  is also  regulated  to a great  extent  by  federal  and  state  law,
especially in such matters as the ownership of savings accounts and the form and
content of the Bank's mortgage documents.

         The Bank must file reports with the OTS  concerning  its activities and
financial  condition,  in addition to obtaining  regulatory  approvals  prior to
entering into certain transactions such as mergers with or acquisitions of other
savings   institutions.   This   regulation   and   supervision   establishes  a
comprehensive  framework of activities in which an institution can engage and is
intended primarily for the protection of the SAIF and depositors. The regulatory
structure  also  gives  the  regulatory   authorities  extensive  discretion  in
connection with their  supervisory  and  enforcement  activities and examination
policies,  including  policies with respect to the  classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes.

         Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank
are insured by the SAIF 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  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.

                                       16
<PAGE>

         The Bank is required to pay insurance premiums based on a percentage of
its insured  deposits to the FDIC for insurance of its deposits by the SAIF. The
FDIC also  maintains  another  insurance  fund, the Bank Insurance Fund ("BIF"),
which primarily insures  commercial bank deposits.  The FDIC has set the deposit
insurance assessment rates for SAIF-member  institutions for 2000 at 0% to .027%
of insured  deposits on an annualized  basis,  with the assessment rate for most
savings institutions set at 0%.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the FDIC at an annual  rate of  approximately  .0212% of insured
deposits 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.  These  assessments  will continue until the FICO bonds
mature in 2017.

         Loans to One  Borrower.  A savings  association  may not make a loan or
extend  credit to a single or related group of borrowers in excess of 15% of the
associations's unimpaired capital and surplus. An additional amount may be lent,
equal to 10% of the unimpaired capital and surplus, under certain circumstances.
At September 30, 2000, the Registrant's  lending limit for loans to one borrower
was approximately $6.2 million and had no outstanding  commitments that exceeded
the loans to one borrower limit at the time originated or committed.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total  adjusted  assets,  (2) "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 (3)
risk-based capital equal to 8% of total risk-weighted assets.

         Dividend and Other Capital  Distribution  Limitations.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions, including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company,  such as the Bank must file an application or a notice with the
OTS at least 30 days before making a capital distribution.  Savings associations
are not  required  to file  an  application  for  permission  to make a  capital
distribution  and need only file a notice if the following  conditions  are met:
(1) they are eligible for expedited  treatment under OTS  regulations,  (2) they
would remain adequately  capitalized  after the distribution,  (3) the aggregate
annual amount of capital  distributions does not exceed net income for that year
to date added to retained net income for the two  preceding  years,  and (4) the
capital  distribution  would not violate any agreements  between the OTS and the
savings association or any OTS regulations. Any other situation would require an
application to the OTS.

         The OTS may disapprove an application or notice if the proposed capital
distribution   would:  (i)  make  the  savings   association   undercapitalized,
significantly  undercapitalized,  or  critically  undercapitalized;  (ii)  raise
safety  or  soundness  concerns;  or (iii)  violate  a  statue,  regulation,  or
agreement  with  the OTS (or  with  the  FDIC),  or a  condition  imposed  in an
OTS-approved application or notice. Further, a federal savings association, like
the  Bank,  cannot  distribute   regulatory  capital  that  is  needed  for  its
liquidation account.

         Qualified Thrift Lender Test.  Federal savings  institutions  must meet
one of two Qualified Thrift Lender ("QTL") tests. To qualify as a QTL, a savings
institution must either (i) be deemed a "domestic building and loan association"
under the Internal  Revenue Code by maintaining at least 60% of its total assets
in specified types of assets,  including cash,  certain  government  securities,
loans  secured  by and  other  assets  related  to  residential  real  property,
educational loans and investments in premises of the

                                       17
<PAGE>

institution or (ii) satisfy the statutory QTL test set forth in the Home Owner's
Loan  Act  by   maintaining   at  least  65%  of  its   "portfolio   assets"  in
certain"Qualified  Thrift Investments" (defined to include residential mortgages
and related  equity  investments,  certain  mortgage-related  securities,  small
business  loans,  student  loans  and  credit  card  loans,  and 50% of  certain
community  development loans). For purposes of the statutory QTL test, portfolio
assets are defined as total assets minus intangible assets, property used by the
institution in conducting its business,  and liquid assets equal to 10% of total
assets.  A savings  institution  must  maintain its status as a QTL on a monthly
basis in at least  nine out of every 12  months.  A failure  to qualify as a QTL
results in a number of sanctions,  including the imposition of certain operating
restrictions and a restriction on obtaining  additional  advances from its FHLB.
At September 30, 2000, the Bank was in compliance with its QTL requirement.

         Federal  Home  Loan  Bank  System.  The Bank 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.  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.

         As a member, the Bank 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.

         Liquidity  Requirements.  All  savings  associations  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings associations.

         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.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy  the  liquidity  requirements  that are  imposed by the OTS.  At
September 30, 2000, the Bank was in compliance  with these Federal Reserve Board
requirements.

                                       18
<PAGE>

Item  2.  Properties
--------------------

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


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

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

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

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

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
Bank or the Company at September 30, 2000.

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 2000 Annual Report to  Stockholders  (the "Annual
Report") is incorporated herein by reference.

Item 6.  Selected Financial Data
--------------------------------

         The information  contained in the table captioned  "Selected  Financial
and Other Data" in the Annual Report is incorporated herein by reference.

                                       19
<PAGE>

Item 7. 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.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

         The information contained in the section captioned "Market Risk" in the
Annual Report is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

         The  Registrant's  financial  statements  listed in Item 14 herein  are
incorporated herein by reference.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure
--------------------------------------------------------------------------------

         None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

         The information  contained under the sections  captioned "Section 16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I--  Election  of
Directors" and "--  Biographical  Information"  in the 2000 Proxy  Statement are
incorporated herein by reference.

Item 11.  Executive Compensation
--------------------------------

         The  information  contained under the section  captioned  "Director and
Executive  Compensation"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the Section  captioned  "Voting  Securities  and
                  Principal  Holders  Thereof -- Security  Ownership  of Certain
                  Beneficial Owners" of the Proxy Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference to the sections  captioned  "Voting  Securities  and
                  Principal Holders Thereof -- Security Ownership of

                                       20
<PAGE>

                  Certain  Beneficial  Owners"  and  "Proposal  I -- Election of
                  Directors" of the Proxy Statement.

         (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 registrant.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference to the section  captioned  "Proposal I -- Election of  Directors"  and
"Voting Securities and Principal Holders Thereof" of the Proxy Statement.

                                     PART IV

Item 14.  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,
                  2000 and 1999,  and the  related  consolidated  statements  of
                  income,  changes  in  stockholders'  equity and cash flows for
                  each of the years in the three year period ended September 30,
                  2000,  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.

          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 2000 Annual Report to Stockholders
         21.0     Subsidiary Information (See Item 1 - Description of Business)
         27.0     Financial Data Schedule (in electronic filing only)

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

                                       21

<PAGE>


*        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.


                                       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 20,
2000.

                           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 by December 20, 2000, by the following persons
on behalf of the Registrant and in the capacities indicated.

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

                                       23