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 [NO FEE REQUIRED]

For the fiscal year ended     September 30, 1999
                          ------------------------------------------------------

                                     - or -

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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:     (606) 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. [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 8, 1999, was $15.6 million  (1,329,296
shares at $11.75 per share).

         As of  December  8, 1999 there were  issued and  outstanding  1,692,575
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, 1999. (Parts I, II and IV)
2.   Portions  of  the  Proxy   Statement   for  the  1999  Annual   Meeting  of
     Stockholders. (Part III)

<PAGE>
                                      INDEX
<TABLE>
<CAPTION>

PART I                                                                                                         Page
                                                                                                               ----

<S>       <C>                                                                                                 <C>
Item 1.     Business.............................................................................................1

Item 2.     Properties...........................................................................................23

Item 3.     Legal Proceedings....................................................................................23

Item 4.     Submission of Matters to a Vote of Security Holders..................................................23

PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters................................24

Item 6.     Selected Financial Data..............................................................................24

Item 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations................................................................................24

Item 7A.    Quantitative and Qualitative Disclosures
            About Market Risk....................................................................................24

Item 8.     Financial Statements and Supplementary Data..........................................................24

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial
            Disclosure.......................................................................................... 24

PART III

Item 10.    Directors and Executive Officers of the Registrant.................................................. 24

Item 11.    Executive Compensation.............................................................................. 25

Item 12.    Security Ownership of Certain Beneficial Owners and Management...................................... 25

Item 13.    Certain Relationships and Related Transactions.......................................................25

PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K..................................... 25

</TABLE>


<PAGE>
PART I


         Harrodsburg First Financial Bancorp, Inc. (the "Company") 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  rates,  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  saving  habits;  and the  success  of the  Company  at  managing  the risks
resulting  from these  factors;  and  disruption  in data  processing  caused by
computer malfunctions  associated with the year 2000 problem may be greater than
expected.

         The Company  cautions that the listed  factors are 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 a Delaware  corporation  organized  in June 1995 at the
direction of First  Federal  Savings Bank of  Harrodsburg  (the "Bank" or "First
Federal")  to acquire  all of the  capital  stock that the Bank  issued upon its
conversion  from the mutual to stock form of  ownership.  On September 29, 1995,
the Bank completed its  conversion  and became a wholly owned  subsidiary of the
Company.

         The Company is a unitary savings and loan holding company which,  under
existing laws,  generally is 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.





                                       1
<PAGE>



         First Federal is a federally chartered stock savings bank headquartered
in Harrodsburg, Kentucky. The Bank attracts deposits from the general public and
uses such deposits  primarily to originate  loans secured by first  mortgages on
one- to four-family  residences  located in its market area.  Such loans totaled
$70.6  million,  or 76.88%,  of the Bank's total loan portfolio at September 30,
1999.  The Bank  originates and retains  adjustable-rate  loans as well as, to a
lesser extent,  fixed-rate  loans for its mortgage loan portfolio.  The Bank has
not sold mortgage loans into the secondary market during the past five years. In
addition,  the Bank originates  multi-family,  commercial and agricultural  real
estate  loans,  which  represented  $13.4  million or 14.59%,  of the total loan
portfolio at September 30, 1999. These loans were primarily secured by apartment
buildings, office buildings, churches, farms and other properties. The Bank also
offers  construction  loans which represented $4.1 million or 4.49% of the total
loan  portfolio at  September  30, 1999.  These loans are  primarily  secured by
residential properties and become permanent loans of the Bank upon completion of
the construction. The Bank offers consumer loans, which totaled $3.7 million, or
4.04% of the total loan  portfolio at September  30, 1999.  These loans  consist
primarily of home equity loans  secured by second  mortgages,  loans  secured by
savings deposits, and personal loans which are either secured or unsecured.

         In addition to  interest-earning  deposits  with the Federal  Home Loan
Bank  ("FHLB")  of  Cincinnati,  the Bank  maintains  an  investment  securities
portfolio  consisting of FHLB stock and Federal Home Loan  Mortgage  Corporation
("FHLMC") capital stock,  Government  agency-backed  bonds,  municipal bonds and
mortgage-backed  securities.  See Note 2 of the Notes to Consolidated  Financial
Statements.

         The principal  sources of funds for the Bank's  lending  activities are
deposits, and the amortization,  repayment, and maturity of loans and investment
securities.  Principal sources of income are interest on loans, interest-earning
deposits and to a lesser  extent  investment  securities.  The Bank's  principal
expense is interest paid on deposits.

Market Area

         The  Bank's  primary  market  area  consists  of  Mercer  and  Anderson
Counties,  Kentucky.  This  area  is  primarily  rural  with a large  amount  of
agri-business.  The primary lending  concentration is in the Bank's market area,
an area mainly  comprised of the cities of Harrodsburg  and  Lawrenceburg  which
have populations of approximately 8,118 and 6,655,  respectively.  Historically,
the  economy  in the  Bank's  market  area has been  dependent  on  agriculture,
agriculture related industries and manufacturing.  Tourism is the second largest
industry in Mercer County,  next to  agriculture.  The largest  employers in the
market area are Hitachi  Automotive,  Trim Masters,  Corning,  Inc. and Bay West
Paper.

         Economic  growth in the Bank's market area remains  dependent  upon the
local  economy.  In  addition,  the  deposit  and loan  activity  of the Bank is
significantly affected by economic conditions in its market area.

Competition

         The Bank is one of nine  financial  institutions  serving its immediate
market area.  The  competition  for deposit  products  comes from six commercial
banks in the Bank's market area, and two credit unions. 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




                                       2
<PAGE>



comes from  commercial  banks in the Bank's  market  area,  credit  unions,  and
mortgage bankers who serve the area and varies depending upon market conditions.

         First Federal has  traditionally  maintained a competitive  position in
mortgage  loan  originations  and market  share  throughout  its service area by
virtue of its local  presence and its  involvement  in the  community.  The Bank
believes  that it has been  able to  effectively  market  its  loans  and  other
financial products and services when compared to other local-based  institutions
and its  superior  customer  service  when  compared to other  institutions  and
mortgage bankers based outside of the Bank's market area.

Lending Activities

         General. The Bank's loan portfolio  predominantly  consists of mortgage
loans secured by single family  residences.  First Federal also makes commercial
real estate,  multi-family real estate,  agricultural,  residential construction
and consumer loans.

         Analysis of Loan Portfolio.  The following table sets forth information
concerning the composition of the Bank'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,
                                                            -------------------------------------
                                                                 1999                1998
                                                            ------------------  -----------------
                                                            Amount   Percent    Amount    Percent
                                                            ------   -------    ------    -------
Type of Loans:
--------------
                                                                     (Dollars in Thousands)
<S>                                                      <C>         <C>     <C>         <C>
Real Estate:
  One-to four-family residential..................         $70,639     76.88%  $68,814     77.47%
  Multi-family....................................           3,720      4.05     3,500      3.94
  Agricultural....................................           4,542      4.94     3,860      4.35
  Commercial......................................           5,148      5.60     3,370      3.79
  Construction....................................           4,122      4.49     5,241      5.90
Consumer:
  Savings account.................................             484       .53       555       .62
  Home equity.....................................           1,830      1.99     1,831      2.06
  Other(1)........................................           1,399      1.52     1,661      1.87
                                                            ------     -----   -------   -------
      Total loans receivable......................          91,884    100.00%   88,832    100.00%
                                                                      ======              ======
Less:
  Loans in process................................           2,042               2,925
  Deferred loan origination fees
   and costs, net.................................             410                 300
  Allowance for loan losses.......................             370                 335
                                                            ------            --------
Loans receivable, net.............................         $89,062            $ 85,272
                                                            ======             =======
</TABLE>

----------------------
(1)      Includes home improvement and personal loans.


         The Bank primarily  originates loans for retention in its portfolio and
has not purchased or sold loans during the past two years.





                                       3

<PAGE>
Loan Maturity Tables

         The  following  table  sets  forth  the  maturity  of the  Bank's  loan
portfolio  at  September  30, 1999.  The table does not include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on loans totaled $28.6 million,  $31.9 million and $18.9 million,  for the three
years ended  September 30, 1999,  1998 and 1997,  respectively.  Adjustable-rate
mortgage loans are shown as maturing based on contractual maturities.
<TABLE>
<CAPTION>
                                                          Multi-Family,
                                                          Agricultural
                                      1-4 Family              and
                                      Residential          Commercial       Construction        Consumer         Total
                                      -----------          ----------       ------------        --------         -----
                                                                           (In Thousands)
<S>                                    <C>                   <C>                <C>             <C>          <C>
Non-performing..................         $   214              $     23                --          $   44       $    281
                                          ------               -------             -----          ------        -------
Amounts Due:
  Total due within one year.....              79                    87                --           1,325          1,491
                                          ------               -------             -----           -----          -----
After 1 year:
  1 to 3 years..................             547                     7                --              69            623
  3 to 5 years..................           1,643                   110                --             287          2,040
  5 to 10 years.................           8,386                 1,090                --             643         10,119
  10 to 15 years................          14,758                 4,386               410             882         20,436
  Over 15 years.................          45,011                 7,707             1,670             464         54,852
                                          ------               -------             -----           -----         ------
Total due after one year........          70,345                13,300             2,080           2,345         88,070
                                          ------                ------             -----           -----         ------
Total amount due................         $70,638               $13,410            $2,080          $3,714         89,842
                                          ======                ======             =====           =====
Less:
Allowance for loan losses.......
Deferred loan fees..............                                                                                    370
    Loans receivable, net.......                                                                                    410
                                                                                                                 ------
                                                                                                                $89,062
                                                                                                                 ======
</TABLE>

         The following table sets forth the dollar amount of all loans due after
September 30, 2000,  which have  pre-determined  (or fixed)  interest  rates and
which have 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......................           $17,849                 $52,496           $70,345
Multi-family, agriculture and commercial.............             1,064                  12,236            13,300
Construction.........................................             1,173                     907             2,080
Consumer.............................................               531                   1,814             2,345
                                                               --------                 -------           -------
Total................................................           $20,617                 $67,453           $88,070
                                                                 ======                  ======            ======

</TABLE>


                                       4
<PAGE>
         One- to  Four-Family  Residential  Loans.  The Bank's  primary  lending
activity consists of the origination of one- to four-family residential mortgage
loans secured by property  located in the Bank's  primary  market area. The Bank
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 Federal 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 Bank'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.  Residential real estate loans often
remain  outstanding for  significantly  shorter  periods than their  contractual
terms.  Borrowers may refinance or prepay loans at their option without penalty.
First Federal 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.  First  Federal  originated  $10.1  million  in
fixed-rate one- to four-family mortgage loans with a maximum term of 30 years or
less during the year ended  September 30, 1999. All such loans are being held as
long term investments and none are being held for sale.


         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 Bank in its portfolio  generally include  due-on-sale
clauses  which  provide  the Bank  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 Bank's  consent.  At  September  30,  1999,  $70.6
million, or 76.88%, of the total loan portfolio consisted of one- to four-family
residential  loans of which $52.7 million were  adjustable-rate  loans and $17.9
million were fixed-rate loans.

         The retention of  adjustable-rate  loans in the Bank's  portfolio helps
reduce the Bank's  exposure to increases in prevailing  market  interest  rates.
However,   there  are  unquantifiable  credit  risks  resulting  from  potential
increases  in  costs  to   borrowers  in  the  event  of  upward   repricing  of
adjustable-rate  loans.  It is possible that 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.  Further,
although adjustable-rate loans allow the Bank to increase the sensitivity of its
interest-earning  assets  to  changes  in  interest  rates,  the  extent of this
interest  sensitivity  is limited by the initial  fixed rate  period  before the
first adjustment, the periodic and lifetime interest rate adjustment limitations
and the ability of borrowers  to convert the loans to fixed rates.  Accordingly,
there can be no assurance that yields on the Bank's  adjustable-rate  loans will
fully adjust to compensate  for increases in the Bank's cost of funds.  Finally,
adjustable-rate  loans  increase the Bank's  exposure to decreases in prevailing
market  interest  rates,  although  the Bank's cost of funds tend to offset this
effect.

         Construction  Loans.  First  Federal  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



                                       5

<PAGE>



of  construction.  As of September 30, 1999, the Bank's loan portfolio  included
$4.1 million of loans secured by  properties  under  construction,  all of which
were construction/permanent  loans structured to become permanent loans upon the
completion of construction  and none of which was an interim  construction  loan
structured  to  be  repaid  in  full  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 Bank'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 Bank's  permanent  mortgage  loan  financing  for the
subject property and must execute a construction loan agreement with the Bank.

         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 Bank  may be  required  to  advance  funds  beyond  the  amount
originally  committed  to permit  completion  of the  development.  The Bank has
sought to minimize this risk by requiring  precise  construction cost estimates,
specifications,  and drawing plans from qualified borrowers in the Bank's market
area.

         Multi-Family  and Commercial  Real Estate Loans.  In order to serve its
community and enhance yields on its assets, the Bank originates loans secured by
commercial  real  estate  and  multi-family  properties.  The  multi-family  and
commercial real estate loans  originated by the Bank 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  Bank  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.  First  Federal'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,  1999,  loans on
multi-family  residential  and  commercial  real estate  properties  constituted
approximately $8.9 million, or 9.65% of the Bank's 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



                                       6

<PAGE>



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

         Agricultural  Loans.  First Federal engages in lending on improved farm
land with no  dwelling,  building  lots and  building  acreage  sites.  The Bank
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.

         First  Federal  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. As of September 30, 1999, agricultural farm loans constituted
approximately $4.5 million, or 4.94% of the Bank's total loan portfolio.

         Consumer  Lending.  These loans totaled $3.7 million,  or 4.04%, of the
total loan  portfolio at September  30, 1999.  First  Federal does not emphasize
consumer  lending  although it does originate such loans on a regular basis. The
Bank  originates  consumer loans on either a secured or unsecured  basis.  These
loans  generally  require a  pre-existing  relationship  with the Bank. The Bank
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 Bank as collateral for the loan.

         Federal  regulations permit federally  chartered thrift institutions to
make secured and unsecured consumer loans up to 35% of an institution's  assets.
In addition,  a federal thrift has lending  authority above the 35% category for
certain consumer loans, property improvement loans, and loans secured by savings
accounts. The Bank originates consumer loans in order to provide a wide range of
financial  services to its  customers and because the shorter terms and normally
higher  interest  rates on such loans help maintain a profitable  spread between
its average loan yield and its cost of funds.

         Consumer loans  generally  involve more risk than first mortgage loans.
Repossessed  collateral for a defaulted loan may not provide an adequate  source
of repayment  of the  outstanding  loan  balance as a result of damage,  loss or
depreciation,  and the  remaining  deficiency  often  does not  warrant  further
substantial   collection  efforts  against  the  borrower.  In  addition,   loan
collections are dependent on the borrower's continuing financial stability,  and
thus are more likely to be adversely affected by job loss,  divorce,  illness or
personal bankruptcy. Further, the application of various federal and state laws,
including federal and state bankruptcy and insolvency laws, may limit the amount
which can be recovered. These loans may also give rise to claims and defenses by
a borrower against the Bank and the seller of the underlying collateral. In



                                       7

<PAGE>



underwriting  consumer loans, the Bank considers the borrower's  credit history,
an analysis of the borrower's income, expenses and ability to repay the loan and
the value of the  collateral.  At September  30,  1999,  the Bank had $44,000 of
consumer loans delinquent more than 90 days.

         The  largest  consumer  loan made by the Bank  consists  of a  $900,000
unsecured line of credit made on October 28, 1997. As of September 30, 1999, the
outstanding balance on this line of credit was $215,000.

         Loan  Approval  Authority  and  Underwriting.  President  Hood and Vice
President  Asbury have the authority to approve mortgage loans for amounts up to
$175,000  with  ratification  by the board.  Loans in excess of $175,000 must be
approved by the board. Loans are approved after determining they meet the Bank's
lending and underwriting standards.

         For all loans  originated by the Bank, 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 Bank  designated  by the Board of  Directors.  An
independent  appraiser  designated and approved by the Board of Directors of the
Bank 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 Bank or
in some cases by a loan  officer.  For real estate  loans the Bank 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 Bank 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, 1999,  the
Bank had  $6.0 of  commitments  to cover  originations,  undisbursed  funds  for
loans-in-process, and unused lines of credit. The Bank believes that most of the
Bank's commitments will be funded. Generally, the percentage of commitments that
expire without being funded is less than 1%.

         Loans-to-One  Borrower.  Savings  associations  are subject to the same
limits as those  applicable to national banks,  which under current  regulations
limit loans-to-one borrower in an amount equal to: (i) 15% of unimpaired capital
and  unimpaired  surplus,   calculated  as  the  sum  of  the  Bank's  core  and
supplementary capital included in total capital, plus the balance of the general
valuation  allowances  for loan and lease losses not  included in  supplementary
capital,  plus investments in subsidiaries  that are not included in calculating
core  capital,  or (ii)  $500,000,  whichever  is  higher.  The  Bank's  maximum
loan-to-one borrower limit was approximately $3.8 million at September 30, 1999.

         At  September  30,  1999,  the  Bank's  largest  amount of loans to one
borrower  consisted  of several  residential  real estate loans in the amount of
$2.2 million which were secured by a first  mortgage on single family  dwellings
located in Nicholasville and Versailles, Kentucky.

         The next four  largest  lending  relationships  at  September  30, 1999
consisted  of $1.3  million  in loans  secured by a first  mortgage  on a single
family dwelling,  a duplex, a vacant lot and five commercial  properties located
in  Lawrenceburg,  Kentucky;  $1.1  million in loans  secured  by single  family
dwellings,  duplexes, an apartment building,  and 18 townhouse units all located
in Harrodsburg, Lawrenceburg, and Danville,



                                       8

<PAGE>



Kentucky;  $1.1 million in loans  secured by a first  mortgage on single  family
dwellings  located in  Harrodsburg,  Kentucky;  and  $910,000  in a single  loan
secured by a warehouse in Harrodsburg, Kentucky.
(See "--Multi-Family and Commercial Real Estate Loans.")

Non-Performing and Problem Assets

         Loan  Delinquencies.  The Bank monitors  delinquencies  on all types of
loans  closely.  If such loans later become  delinquent,  the Bank  contacts and
works with the borrower to resolve the delinquency before initiating foreclosure
proceedings.  The Bank'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  Bank.  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. At September 30, 1999, no loans were classified in a
non-accrual status.

         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 Bank had no loans  categorized
as troubled debt restructuring within the meaning of SFAS 15.


                                                               At September 30,
                                                               ----------------
                                                               1999        1998
                                                               ----        ----
                                                                 (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 .....................................        214         358
  All other mortgage loans .............................         23          27
 No n-mortgage loans:
  Commercial
  Consumer .............................................         44         104
                                                               ----        ----
Total ..................................................        281         489
                                                               ----        ----
Total non-accrual and accrual loan .....................        281         489
Real estate owned ......................................        --          --
Total non-performing assets ............................       $281        $489
                                                               ====        ====
Total non-performing loans to net loans ................        .32%        .57%
                                                               ====        ====
Total non-performing loans to total assets .............        .25%        .44%
                                                               ====        ====
Total non-performing assets to total assets ............        .25%        .44%
                                                               ====        ====

                                       9

<PAGE>



         There was no  interest  income  that would have been  recorded on loans
accounted for on a non-accrual  basis under the original terms of such loans for
the year ended September 30, 1999,  because there were no loans accounted for on
a non-accrual basis for this period.

         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.

         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.

         At  September  30,  1999,  the  Bank had no  loans  designated  special
mention,  $185,000 classified as substandard,  none classified as doubtful,  and
$20,000  classified as loss.  The Bank had  delinquent  loans 60 days or more of
$224,000 (which were all  residential  mortgage loans) and an allowance for loan
losses of  $370,000  of which  $350,000  is  classified  as a general  valuation
allowance.

         Foreclosed Real Estate. Real estate acquired by the Bank as a result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold.  When property is acquired it is recorded at fair value at the
date of foreclosure less estimated costs of disposition.

         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 Bank'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 Bank'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.


                                       10
<PAGE>



         The amount of provisions for loan losses recorded in future periods may
be  significantly  greater or lesser than the provisions  taken in the past. The
allowance  for loan losses,  as a ratio of total loans was .41% at September 30,
1999.

         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.

         Allocation of Allowance for Loan Losses. The following table sets forth
the allocation of the Bank's  allowance for loan losses by loan category and the
percent  of loans  in each  category  to total  loans  receivable  at the  dates
indicated.  Except as set forth  below,  the portion of the loan loss  allowance
allocated to each loan  category  does not  represent  the total  available  for
future  losses that may occur  within the loan  category  because the total loan
loss allowance is a valuation reserve applicable to the entire loan portfolio.




                                       11
<PAGE>

                                                     At September 30,
                                        ----------------------------------------
                                               1999                1998
                                        --------------------- ------------------
                                                  Percent of         Percent of
                                                  ----------         ----------
                                                   Loans to           Loans to
                                        Amount    Total Loans Amount Total Loans
                                        ------    ----------- ------ -----------
At end of period allocated                         (Dollars in Thousands)
  to:
Real estate mortgage:
  One- to four-family residential.        $264        71.35%  $  259      77.47%
  Multi-family...................           15         4.05       13       3.94
  Agricultural....................          18         4.94       15       4.35
  Commercial......................          21         5.60       13       3.79
  Residential construction........          17         4.49       20       5.90
Consumer(1).......................          35         9.57       15       4.55
                                          ----         ----      ---     ------
    Total allowance for loan
      losses......................        $370       100.00%    $335     100.00%
                                           ===       ======      ===     ======

-----------------------
(1)  In 1999,  includes $20,000 specific reserve  attributable to two particular
     loans and not available for other loan losses.

         Analysis of the  Allowance for Loan Losses.  The  following  table sets
forth  information  with respect to the Bank's  allowance for loan losses at the
dates and for the periods indicated:


                                                          At or For the Year
                                                          Ended September 30,
                                                       -------------------------
                                                         1999           1998
                                                       ----------     ----------
                                                         (Dollars in Thousands)

Total loans outstanding .........................      $ 91,884       $ 88,832
                                                       ========       ========
Average loans outstanding .......................      $ 86,754       $ 83,637
                                                       ========       ========

Allowance balances (at beginning of
  period) .......................................      $    335       $    308
Provision (credit):
  Residential ...................................            15             97
  Consumer ......................................            20           --
Net Charge-offs (recoveries):
  Residential ...................................          --               (3)
  Consumer ......................................          --               73
                                                       --------       --------
Allowance balance (at end of period) ............      $    370       $    335
                                                       ========       ========
Allowance for loan losses as a percent
  of total loans outstanding ....................           .41%           .38%
Net loans charged off as a percent of
  average loans outstanding .....................          --              .08%

                                       12
<PAGE>



Investment Activities

         First  Federal 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.  See "-- Regulation -- Regulation of
the Bank -- Federal Home Loan Bank System".  The Bank has maintained a liquidity
portfolio  in  excess  of  regulatory  requirements.  Liquidity  levels  may  be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short term demand for funds to be
used in the Bank's loan origination and other activities. At September 30, 1999,
First  Federal  had an  investment  portfolio  which  included  interest-earning
deposits of $7.8 million, and investment securities of $11.2 million, consisting
of FHLB stock, Government agency-backed bonds, municipal bonds and FHLMC capital
stock.  The Bank is permitted to invest in various  securities,  including  U.S.
Treasury  securities,  U.S. government agency  obligations,  mortgage-backed and
related  securities,  and municipal  bonds, as permitted by the OTS regulations.
The  Bank   classifies  its  investment   securities  as   held-to-maturity   or
available-for-sale  in  accordance  with  SFAS No.  115.  The fair  value of the
investment  portfolio at September 30, 1999, was $11.2 million, and the carrying
value of the investment portfolio includes a net unrealized gain at that date of
approximately  $2.6 million,  after deduction of $1.3 million in deferred income
tax expense.

         Investment Portfolio. The following table sets forth the carrying value
of the Bank's investment securities  portfolio,  short term investments and FHLB
stock,  at the dates  indicated.  At September 30, 1999, the market value of the
Bank's investment securities portfolio was $11.2 million.


                                                             At September 30,
                                                           ---------------------
                                                             1999         1998
                                                           ---------    --------
                                                             (In Thousands)
Investment Securities available for
sale:
FHLMC securities ...................................       $ 4,009       $ 3,825
                                                           -------       -------
  Total ............................................         4,009         3,825
                                                           -------       -------
Investment securities held to maturity:
  FHLB Stock and bonds .............................         7,191        11,089
                                                           -------       -------
  Mortgaged-backed securities ......................            40            52
                                                           -------       -------
 Total .............................................         7,231        11,141
                                                           -------       -------
  Total investment securities ......................        11,240        14,966
Interest-earning deposits (1) ......................         7,809         7,334
                                                           -------       -------
   Total investments ...............................       $19,049       $22,300
                                                           =======       =======

--------------------
(1) Includes interest-earning overnight deposits and term deposits with FHLB.


                                       13

<PAGE>
         Investment Portfolio Maturities. The following table sets forth certain
information   regarding  the  carrying  values,   weighted  average  yields  and
maturities of the Bank's investment securities portfolio.

<TABLE>
<CAPTION>
                                                               As of September 30, 1999
                                   -------------------------------------------------------------------------------------------------
                                                    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:
FHLMC Securities ...............   $ 4,009   1.12%   $  --      -- %   $  --     -- %   $   --     -- %    $ 4,009   1.12%   $ 4,009
                                   -------   ----    -------   ----    -----    ----    -------   ------   -------   ----    -------
Investment securities held to
maturity:
Bonds - U.S. Government and ....      --     --        5,500   6.73       --     --         --       --      5,500   6.73      5,422
 Federal agencies
GNMA PC ........................      --     --         --      --         40   7.28        --       --         40   7.28         41
FHLB Stock .....................      --     --         --      --        --     --       1,478     7.00     1,478   7.00      1,478
Bonds - Municipal ..............      --     --          105   4.21       108   5.38        --       --        213   4.80        210
                                   -------   ----    -------   ----     -----   ----    -------   ------   -------   ----    -------
  Total ........................      --     --        5,605   6.68%      148   5.89%     1,478   7.00 %     7,231   6.73%     7,151
                                   -------   ----    -------   ----     -----   ----    -------   ------   -------   ----    -------
Total investment securities ....   $ 4,009   1.12%   $ 5,605   6.68%$     148   5.89%   $ 1,478   7.00 %   $11,240   4.73%   $11,160
                                   =======   ====    =======   ====     =====   ====    =======   ======   =======   ====    =======
</TABLE>


                                       14



<PAGE>



Sources of Funds

         General. Deposits are the major external source of the Bank's funds for
lending  and  other  investment  purposes.  First  Federal  derives  funds  from
amortization and prepayment of loans and, to a much lesser extent, maturities of
investment  securities,  borrowings,  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.  Although  First  Federal had no FHLB  advances at
September 30, 1999,  such advances may also be a source of funds for the Bank in
the future.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from  within the Bank's  primary  market area  through  the  offering of a broad
selection of deposit instruments  including passbook,  NOW, non-interest earning
accounts,  money market deposit and certificates of deposit ranging in term from
three months to five years.  The Bank also offers IRA 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.

         The  interest  rates paid by the Bank on deposits are set weekly at the
direction of senior  management.  The Bank determines the interest rate to offer
the public on new and maturing  accounts by reviewing the current U.S.  Treasury
rate for the term and the market interest rates offered by competitors.

         Passbook,  money market and NOW accounts  constituted $17.5 million, or
21.32%, of the Bank's deposit  portfolio at September 30, 1999.  Certificates of
deposit  constituted  $64.5 million or 78.68% of the deposit  portfolio of which
$5.8 million or 7.05% of the deposit portfolio were certificates of deposit with
balances of $100,000 or more. As of September 30, 1999, the Bank had no brokered
deposits.





                                       15
<PAGE>



         Deposit Portfolio.  Deposits in the Bank as of September 30, 1999, were
represented by various types of savings programs described below.
<TABLE>
<CAPTION>
                                                          Minimum    Balance as of  Percentage of
                                             Interest     Balance    September 30,    of Total
Category                          Term       Rate(1)      Amount       1999(2)        Deposits
--------                          ----       -------      ------      ---------     -------------

<S>                              <C>          <C>       <C>            <C>              <C>
Now Accounts                      None          2.33%     $   250        $7,905           9.64%
Regular Savings                   None          2.82           10         7,486           9.13
Money Market                      None          2.74        2,500         2,093           2.55
Accounts(3)(4)

Certificates of Deposit:

3-month Money Market               91 days      4.22          500         1,012           1.23
6-month Money Market              182 days      4.46          500         6,428           7.84
Fixed Term, Fixed Rate             7 month      4.77        2,500         6,382           7.78
Fixed Term, Fixed Rate            12 month      6.50            *            86            .11
Fixed Term, Fixed Rate            12 month      4.81          500        14,885          18.15
Fixed Term, Fixed Rate            18 month      5.10          500         6,974           8.50
IRA                               18 month      5.34           25        10,221          12.46
Fixed Term, Fixed Rate            30 month      6.75            *            13            .02
Fixed Term, Fixed Rate            30 month      5.56          500         7,992           9.74
Fixed Term, Fixed Rate            30 month      5.28            *            71            .09
Fixed Term, Fixed Rate            42 month      5.64          500         4,790           5.84
Fixed Term, Fixed Rate            48 month      7.50            *            51            .06
Fixed Term, Fixed Rate            60 month      6.21          500         5,498           6.70
Fixed Term, Fixed Rate            72 month      7.75            *            23            .03
Fixed Term, Fixed Rate            96 month      8.00            *           108            .13
                                                                         ------         ------
                                  Total                                 $82,018         100.00%
                                                                         ======         ======
</TABLE>

---------------
(1)  Represents weighted average interest rates.
(2)  In thousands.
(3)  If average daily balance of $2,500 maintained, interest rate was 2.75%.
(4)  If average daily balance drops below $2,500, interest rate was 2.00%.
*    This type of certificate was no longer offered at September 30, 1999.

                                       16
<PAGE>



         Jumbo Certificates of Deposit. The following table indicates the amount
of the Bank's  certificates  of deposit of  $100,000  or more by time  remaining
until maturity as of September 30, 1999.


                                                      Certificates
                                                       of Deposit
                                                       ----------
Maturity Period                                      (In Thousands)
---------------
Three months or less..............................          1,118
More than three through six months................          1,770
More than six through twelve months...............          1,590
Over twelve months................................          1,303
                                                           ------
   Total..........................................        $ 5,781
                                                           ======

         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,
                                        --------------------------------------
                                               1999               1998
                                        -----------------  -------------------
                                        Average   Average  Average    Average
                                        Balance    Rate    Balance     Rate
                                        -------    ----    -------     ----
                                                (Dollars in Thousands)
Deposit Category:

Demand Accounts(1).............         $ 9,645     2.27%  $ 8,918      2.24%
Passbook Accounts..............           7,553     2.80     7,590      2.79
Certificates...................          63,824     5.32    61,917      5.63
                                         ------    -----    ------      ----
                                        $81,022     4.71%  $78,425      4.97%
                                         ======    =====    ======      ====

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

         Borrowings.  Deposits  are the  primary  source of funds of the  Bank's
lending and investment  activities and for its general  business  purposes.  The
Bank may obtain advances from the FHLB of Cincinnati to supplement its supply of
lendable funds.  Advances from the FHLB of Cincinnati are typically secured by a
pledge of the Bank's stock in the FHLB of Cincinnati and a portion of the Bank's
first mortgage loans and certain other assets. The Bank, 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,
1999, the Bank had no borrowings.

Subsidiary Activity

         First  Federal  is  permitted  to invest up to 2% of its  assets in the
capital  stock  of,  or  provide  secured  or  unsecured  loans  to,  subsidiary
corporations, with an additional investment of 1% of assets when such additional
investment is utilized primarily for community development purposes.  Under such
limitations, as of September 30, 1999, First Federal was authorized to invest up
to  approximately  $2.2  million in the stock of, or provide  loans to,  service
corporations (based upon the 2% limitation). The Bank has one wholly




                                       17
<PAGE>



owned subsidiary, Harrodsburg Savings and Loan Service Corporation (the "Service
Corporation").  The sole purpose of the Service  Corporation  is to purchase and
hold the required amount of stock of Savings and Loan Data Corp.,  now Intrieve,
pursuant to the Bank's  agreement  with Intrieve for data  processing  services.
Incorporated in Kentucky in 1978, the Service  Corporation has not conducted any
other  business and has been inactive since its  acquisition  of the stock.  The
Bank's investment in its subsidiary totaled $15,000 at September 30, 1999.

Personnel

         As of September  30, 1999,  the Bank had 15 full-time  and no part-time
employees.  None  of  the  Bank's  employees  are  represented  by a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

         Set forth below is a brief  description of certain laws which relate to
the regulation of the Company and the Bank. The description  does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.

Recent Developments

         Financial Modernization. On November 12, 1999, President Clinton signed
into law the Gramm- Leach-Bliley Act (the "Act") which will, effective March 11,
2000,  permit  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.  As a  grandfathered  unitary thrift holding  company,  the Company will
retain its authority to engage in nonfinancial activities.

Company Regulation

         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 will have  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  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. The Company is also required to file



                                       18

<PAGE>



certain  reports with, and otherwise  comply with, the rules and  regulations of
the OTS and the Securities and Exchange Commission ("SEC").

         QTL Test. As a unitary  savings and loan holding  company,  the Company
generally  will not be  subject  to  activity  restrictions,  provided  the Bank
satisfies  the QTL test.  If the  Company  acquires  control of another  savings
association  as a separate  subsidiary,  it would become a multiple  savings and
loan  holding  company,  and  the  activities  of  the  Company  and  any of its
subsidiaries (other than the Bank or any other SAIF-insured savings association)
would become subject to restrictions applicable to bank holding companies unless
such  other  associations  each  also  qualify  as a QTL or were  acquired  in a
supervised acquisition.

         Federal  Securities Law. The Company's  Common Stock is registered with
the SEC under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"). The Company is subject to the information,  proxy  solicitation,  insider
trading restrictions and other requirements under the Exchange Act.

Bank Regulation

         General.  As a federally  chartered,  SAIF-insured  savings bank, First
Federal  is  subject  to  regulation  and  examination  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, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that they find in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
law,  especially  in such matters as the  ownership of savings  accounts and the
form and content of the Bank's mortgage documents.

         First  Federal must file  reports with the OTS and the FDIC  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 Savings  Association
Insurance Fund ("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.  Any change in such regulations,  whether
by the OTS, the FDIC or the United States Congress could have a material adverse
impact on the Company and the Bank and their operations.

         Insurance of Deposit Accounts.  The Bank's deposit accounts are insured
by the SAIF to a maximum of $100,000 for each insured  member (as defined by law
and regulation).  The FDIC has the authority,  should it initiate proceedings to
terminate an institution's  deposit  insurance,  to suspend the insurance of any
such institution without tangible capital. However, if a savings association has
positive capital when it includes qualifying  intangible assets, the FDIC cannot
suspend deposit  insurance unless capital declines  materially,  the institution
fails to enter into and remain in compliance  with an approved  capital plan, or
the institution is operating in an unsafe or unsound manner.




                                       19

<PAGE>



         Regardless of an institution's capital level, 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.  The
management of the Bank is unaware of any practice,  condition or violation  that
might lead to termination of its deposit insurance.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings  institutions to meet two capital standards:  (1) a leverage ratio (core
capital)  equal to at least 4% of total  adjusted  assets  and (2) a  risk-based
capital requirement equal to 8.0% of total risk-weighted assets.

         Core  capital  is  defined as common  stockholders'  equity  (including
retained  earnings),   noncumulative  perpetual  preferred  stock  and  minority
interests in the equity  accounts of consolidated  subsidiaries,  and qualifying
supervisory goodwill, less nonqualifying intangible assets.

         The OTS leverage ratio  regulation  establishes a core capital ratio of
at least 4% for  those  savings  associations  in the  strongest  financial  and
managerial condition based on the "CAMELS" rating system currently in use by the
OTS.  Those  savings  associations  receiving a CAMELS  rating of "1",  the best
possible  rating on a scale of 1 to 5, are be  required  to  maintain a ratio of
core capital to adjusted total assets of 4%. All other savings  associations are
required  to  maintain  minimum  core  capital of at least 4% of total  adjusted
assets,  with a maximum core capital ratio requirement of 5%. In determining the
required  minimum  core  capital  ratio,  the OTS  assesses  the quality of risk
management  and the level of risk in each savings  association on a case-by-case
basis.

         The risk-based capital standard for savings  institutions  requires the
maintenance of total  risk-based  capital (which is defined as core capital plus
supplementary  capital)  of 8.0% of  risk-weighted  assets.  The  components  of
supplementary capital include, among other items, cumulative perpetual preferred
stock,  perpetual  subordinated debt, mandatory  convertible  subordinated debt,
intermediate-term  preferred  stock and the  portion of the  allowance  for loan
losses not designated for specific loan losses. The portion of the allowance for
loan and lease  losses  includable  in  supplementary  capital  is  limited to a
maximum of 1.25% of  risk-weighted  assets.  Overall,  supplementary  capital is
limited  to 100% of core  capital.  A savings  association  must  calculate  its
risk-weighted  assets by multiplying  each asset and  off-balance  sheet item by
various risk factors as determined  by the OTS,  which range from 0% for cash to
100% for delinquent  loans,  property acquired through  foreclosure,  commercial
loans and other assets.

         As of September 30, 1999, the Bank had core and  risk-based  capital of
$22.6  million and $22.9  million,  respectively,  which  amounts  significantly
exceed all applicable  fully phased-in  regulatory  capital  requirements of the
OTS.

         OTS  regulations  set  forth the  methodology  for  calculating  an IRR
component  which  is  added  to the  risk-based  capital  requirements  for  OTS
regulated thrift  institutions.  Generally,  savings associations with a greater
than  "normal"  level of interest  rate  exposure will be subject to a deduction
from  total  capital  for  purposes  of  calculating  their  risk-based  capital
requirement.  Specifically,  interest  rate  exposure  will be  measured  as the
decline  in net  portfolio  value  due to a 200  basis  point  change  in market
interest rates.  The IRR component to be deducted from total capital is equal to
one-half  the  difference  between an  institution's  measured  exposure and the
"normal"  level of  exposure  which is defined as two  percent of the  estimated
economic  value of its assets.  Institutions,  such as the Bank,  with less than
$300  million in assets  and a risk-  based  capital  ratio in excess of 12% are
exempt from deducting the IRR component.




                                       20

<PAGE>



         In  addition,  pursuant to the Federal  Deposit  Insurance  Corporation
Improvement Act of 1991 ("FDICIA"),  the OTS must revise the risk-based  capital
regulations to include a credit risk component and a  nontraditional  activities
component,  the  purpose  of  which  will be to  increase  the  minimum  capital
requirements for savings associations with higher credit risks.

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

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding  company,  such as the Association  after the  conversion,  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 annual amount of capital distribution 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.

         In addition,  the OTS could prohibit a proposed capital distribution by
any  institution,  which would otherwise be permitted by the regulation,  if the
OTS  determines  that the  distribution  would  constitute  an unsafe or unsound
practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         Qualified  Thrift  Lender  Test.  The Home Owners' Loan Act, as amended
("HOLA"),  requires  savings  institutions  to  meet a QTL  test.  If  the  Bank
maintains  an  appropriate  level  of  Qualified  Thrift  Investments   ("QTIs")
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) and otherwise qualifies as a QTL, it will continue
to enjoy full borrowing  privileges  from the FHLB of  Cincinnati.  The required
percentage  of QTIs is 65% of  portfolio  assets  (defined  as all assets  minus
intangible  assets,  property used by the institution in conducting its business
and liquid assets equal to 10% of total assets). Certain assets are subject to a
percentage  limitation  of  20%  of  portfolio  assets.  In  addition,   savings
associations may include shares of stock of the FHLBs, Federal National Mortgage
Association ("FNMA"), and FHLMC as qualifying QTIs. Compliance with the QTL test
is determined on a monthly basis in nine out of every 12 months. As of September
30, 1999, the Bank was in compliance with its QTL requirement with 94.87% of its
assets invested in QTIs.

         A savings association that does not meet a QTL test must either convert
to a bank charter or comply with the following  restrictions  on its operations:
(i) the savings  association  may not engage in any new activity or make any new
investment,  directly or  indirectly,  unless such  activity  or  investment  is
permissible  for a  national  bank;  (ii) the  branching  powers of the  savings
association  shall be restricted to those of a national bank;  (iii) the savings
association shall not be eligible to obtain any advances from its FHLB; and (iv)
payment of  dividends by the savings  association  shall be subject to the rules
regarding  payment of dividends by a national bank. Upon the expiration of three
years from the date the  savings  association  ceases to be a QTL, it must cease
any activity and not retain any investment not  permissible  for a national bank
and  immediately  repay any  outstanding  FHLB  advances  (subject to safety and
soundness considerations).




                                       21
<PAGE>



         Transactions With Affiliates.  Generally,  restrictions on transactions
with affiliates require that transactions  between a savings  association or its
subsidiaries  and  its  affiliates  be on  terms  as  favorable  to the  Bank as
comparable  transactions  with  non-affiliates.  In  addition,  certain of these
transactions are restricted to an aggregate percentage of the Bank's capital and
collateral  in  specified  amounts  must  usually be provided by  affiliates  to
receive loans from the Bank.  Affiliates of the Bank include the Company and any
company  which would be under  common  control  with the Bank.  In  addition,  a
savings  association  may not lend to any affiliate  engaged in  activities  not
permissible  for a  bank  holding  company  or  acquire  the  securities  of any
affiliate  which  is not a  subsidiary.  The  OTS has the  discretion  to  treat
subsidiaries of savings associations as affiliates on a case-by-case basis.

         The Bank's authority to extend credit to its officers,  directors,  and
10%  stockholders  as well as to entities that such persons control is currently
governed by Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O
promulgated by the Federal Reserve Board. Among other things,  these regulations
require such loans to be made on terms substantially similar to those offered to
unaffiliated individuals,  place limits on the amount of loans the Bank may make
to such persons  based,  in part, on the Bank's  capital  position,  and require
certain  approval  procedures  to  be  followed.  OTS  regulations,  with  minor
variation, apply Regulation O to savings associations.

         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.  As of  September  30,  1999,  the  Bank's
liquidity ratio was 23.21%.

         Federal  Home  Loan  Bank  System.  The Bank is a member of the FHLB of
Cincinnati, which is one of 12 regional FHLBs that administer 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 of
September 30, 1999,  the Bank had no funds  borrowed from the FHLB of Cincinnati
to fund operations; however, there can be no assurances that borrowings will not
be made in the future.

         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. As of September 30, 1999,  the Bank had $1.5 million
in FHLB stock, which was in compliance with this requirement.

         The FHLBs are required to provide funds for the  resolution of troubled
savings  associations  and to contribute to affordable  housing programs through
direct loans or interest subsidies on advances targeted for community investment
and  low-  and  moderate-income  housing  projects.   These  contributions  have
adversely  affected the level of FHLB dividends paid and could continue to do so
in the future.  For the fiscal year ended September 30, 1999,  dividends paid by
the FHLB of Cincinnati to the Bank totaled $99,971.




                                       22

<PAGE>



         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. As of
September 30, 1999,  the Bank was in compliance  with its Federal  Reserve Board
minimum reserve requirements.

         Savings  associations have authority to borrow from the Federal Reserve
Bank "discount  window," but Federal Reserve policy  generally  requires savings
associations  to exhaust  all OTS  sources  before  borrowing  from the  Federal
Reserve System. The Bank had no such borrowings at September 30, 1999.

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

         The Bank  operates  from its main  office and one full  service  branch
office. The Bank's total investment in offices, office property and equipment is
$1.8 million with a net book value of $1.1  million at September  30, 1999.  The
following table sets forth information regarding the Bank's properties:


                                                    Original
                                        Leased        Date    Net Book Value at
Location                               or Owned     Acquired  September 30, 1999
--------                               --------     --------  ------------------

MAIN OFFICE:
104 South Chiles Street                  Owned        1964             $554,000
Harrodsburg, Kentucky 40330

BRANCH OFFICE:                           Owned        1973             $120,000
216 South Main Street
Lawrenceburg,Kentucky

FUTURE BRANCH OFFICE:                    Owned        1998             $381,000
1015 Cross Road Drive
Lawrenceburg, Kentucky
(under construction)

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

         The Bank, 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  Bank  holds  security
interests, claims involving the making and servicing of real property loans, and
other  issues  incident  to the  business  of the Bank.  There were no  material
lawsuits pending or known to be contemplated  against the Bank or the Company at
September 30, 1999.

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

         None.


                                       23



<PAGE>
                                     PART II
Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

         Information  relating to the market for Registrant's  common equity and
related stockholder  matters appears under "Market and Dividend  Information" in
the Registrant's 1999 Annual Report to Stockholders on the inside cover page and
"Stock Prices and Dividends" on page 3 of the Annual Report, and is incorporated
herein by reference.

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

         The  above-captioned  information appears under "Selected Financial and
Other Data" in the  Registrants'  1999 Annual Report to  Stockholders on pages 2
and 3 is incorporated by reference herein.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

         The above-captioned  information appears under "Management's Discussion
and  Analysis  of  Financial   Condition  and  Results  of  Operations"  in  the
Registrant's  1999 Annual  Report to  Stockholders  on pages 4 through 16 and is
incorporated herein by reference.

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

         The   above-captioned   information   appears  under   "Asset/Liability
Management" in the  Registrant's  1999 Annual Report to  Stockholders on pages 4
through 6 and is incorporated herein by reference.

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

         The   Consolidated   Financial   Statements  of  the  Company  and  its
subsidiaries,  together  with the report  thereon by Miller,  Mayer,  Sullivan &
Stevens LLP appears in the  Registrant's  1999 Annual Report to  Stockholders on
pages 17 through 43 and 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 section  captioned  "Proposal I --
Election of  Directors"  at pages 4 to 6 of the  Registrant's  definitive  proxy
statement for the  Registrant's  Annual  Meeting of  Stockholders  to be held on
January 24, 2000 (the "Proxy Statement"), which was filed with the Commission on
December  22,  1999 and  incorporated  herein by  reference.  See also  "Item 1.
Business -- Personnel" included herein.




                                       24


<PAGE>

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

         The  information  relating to executive  compensation  is  incorporated
herein by reference to the Registrant's Proxy Statement at pages 7 through 11.


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

         The information  relating to security  ownership of certain  beneficial
owners and management is  incorporated  herein by reference to the  Registrant's
Proxy Statement at pages 1 through 4.

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

         The  information   relating  to  certain   relationships   and  related
transactions  is  incorporated  herein by  reference to the  Registrant's  Proxy
Statement at page 11.

                                     PART IV

Item 14.  Exhibits and Reports on Form 8-K
------------------------------------------

(a)      The following documents are filed as a part of this report:

         (1) Financial  Statements of the Company are  incorporated by reference
to the following indicated pages of the 1999 Annual Report to Stockholders.
<TABLE>
<CAPTION>
                                                                                            PAGE
                                                                                            ----

<S>                                                                                        <C>
Independent Auditors' Report.............................................................    17

Consolidated Balance Sheets as of September 30, 1999 and 1998............................    18

Consolidated Statements of Income For the Years Ended September 30, 1999, 1998
   and 1997 .............................................................................    19

Consolidated Statement of Stockholders' Equity
   for the Years Ended September 30, 1999, 1998 and 1997.................................    20

Consolidated Statements of Cash Flows for the Years Ended September 30, 1999,
1998 and 1997............................................................................ 21-22

Notes to Consolidated Financial Statements...............................................    23
</TABLE>

         The   remaining   information   appearing  in  the  Annual   Report  to
Stockholders  is not  deemed  to be  filed  as part of this  report,  except  as
expressly provided herein.

         (2)  All  schedules  are  omitted  because  they  are not  required  or
applicable,  or the required information is shown in the consolidated  financial
statements or the notes thereto.



                                       25

<PAGE>
<TABLE>
<CAPTION>
       <S>      <C>
         (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     Employment Agreement with Arthur L. Freeman
         13.0     1999 Annual Report to Stockholders
         21.0     Subsidiary Information
         27.0     Financial Data Schedule (in electronic filing only)

                  (b)      Reports on Form 8-K.


                           None.

</TABLE>
----------------
*    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.


                                       26
<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.

                                       HARRODSBURG FIRST FINANCIAL BANCORP, INC.


Dated:  December 23, 1999                   By:      /s/ Arthur L. Freeman
                                                     ---------------------------
                                                     Arthur L. Freeman
                                                     Chief Executive Officer
                                                     and Chairman

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


By:      /s/ Jack D. Hood            By:  /s/ Wickliffe T. Asbury, Sr.
         ------------------------         --------------------------------------
         President and Director           Wickliffe T. Asbury, Sr.
                                          Vice President and Director

Date:    December 23, 1999           Date:December 23, 1999


By:      /s/ Elwood Burgin           By:  /s/ Teresa W. Noel
         ------------------------         --------------------------------------
         Elwood Burgin                    Teresa W. Noel
         Director                         Treasurer and Chief Financial Officer

Date:    December 23, 1999           Date:December 23, 1999


By:      /s/ Thomas Les Letton       By:  /s/ Jack L. Coleman, Jr.
         ------------------------         --------------------------------------
         Thomas Les Letton                Jack L. Coleman, Jr.
         Director                         Director

Date:    December 23, 1999           Date:December 23, 1999


By:      /s/W. Dudley Shryock
         ------------------------
         W. Dudley Shryock
         Director

Date:    December 23, 1999