UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-K


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

For the fiscal year ended June 30, 1998

                                     OR

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

For the transition period from _______________ to _______________

Commission File Number 0-21638

                          FFY FINANCIAL CORPORATION
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

              Delaware                               34-1735753
              --------                               ----------
   (State or Other Jurisdiction of                  (IRS Employer
   Incorporation or Organization)              Identification Number)

               724 Boardman-Poland Rd., Youngstown, Ohio 44512
            -----------------------------------------------------
            (Address and Zip Code of Principal Executive Offices)

     Registrant's telephone number, including area code: (330) 726-3396
                                                         --------------

                            ---------------------

         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 $.01 per share
                   --------------------------------------
                              (Title of Class)

Indicate by check mark whether the Registrant (1) filed all reports required 
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding twelve months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such 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. [ ]

As of August 31, 1998, the Registrant had 3,953,935 shares of Common Stock 
issued and outstanding.

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant, computed by reference to the average of the bid and asked price 
of such stock as of August 31, 1998 was $93.0 million.  (The exclusion from 
such amount of the market value of the shares owned by any person shall not 
be deemed an admission by the Registrant that such person is an affiliate of 
the Registrant.)

                     DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV of Form 10-K - Annual Report to Stockholders for the fiscal 
year ended June 30, 1998.
Part III of Form 10-K - Proxy Statement for Annual Meeting of Stockholders 
to be held in 1998.

                                   PART I

Item 1.  Business

General.  FFY Financial Corp. (FFYF or Holding Company), is a Delaware 
corporation formed in 1993 at the direction of First Federal Savings Bank of 
Youngstown (First Federal or Bank).  The Holding Company owns all of the 
common stock of First Federal which operates 10 full service banking 
facilities and 2 limited banking facilities in Mahoning and Trumbull 
Counties, Ohio.  At June 30, 1998, the Holding Company had total 
consolidated assets of $651.7 million.  

The business of the Holding Company currently consists primarily of the 
business of First Federal.  The holding company structure, however, provides 
FFYF with greater flexibility than the Bank has to diversify its business 
activities, through existing or newly formed subsidiaries, or through 
acquisitions or mergers of both mutual and stock thrift institutions as well 
as other companies.  In August 1997, FFY Holdings, Inc. was formed, as a 
wholly-owned subsidiary of FFYF, for the purpose of investing in entities 
that offer expanded financial services to customers.  In September 1997 and 
April 1998, the Holding Company announced real estate and insurance 
affiliations through investments of FFY Holdings, Inc.  Currently, there are 
no arrangements, understandings or agreements regarding any acquisitions or 
mergers, however, the Holding Company is in a position, subject to 
regulatory restrictions, to take advantage of any favorable acquisition or 
merger opportunity that may arise.  First Federal provides a variety of 
banking services to its customers other than its primary business activities 
of making loans and accepting deposits.

Market Area.  First Federal conducts operations through its main office in 
Youngstown, Ohio, which is located approximately 75 miles northwest of 
Pittsburgh, PA and 75 miles southeast of Cleveland, OH, and through its 11 
other banking offices in Ohio.  Nine of First Federal's office locations, 
including the main office, are in Mahoning County and three office locations 
are in Trumbull County.  The Youngstown-Warren area (Mahoning and Trumbull 
Counties) makes up the 7th largest metropolitan statistical area in the 
State of Ohio.  First Federal also has customers in Columbiana County 
although there are no office locations in such county.  According to the 
latest census information, approximately 606,000 people live in the tri-
county area, of which approximately 266,000 are residents in Mahoning 
County, which is considered First Federal's primary market area.  Mahoning 
County was once a leading steel producing area, however this industry 
experienced significant declines in the total number of persons employed 
over the past several years.  Major industries in Mahoning County include 
light manufacturing, transportation, health care, as well as retail and 
wholesale trade and services.  Major industries in Trumbull County and 
Columbiana County include manufacturing, trade and services.  Major 
employers in Mahoning County include Western Reserve Care System, St. 
Elizabeth Health Center, U.S. Postal Service, Youngstown City Schools and 
Youngstown State University.  The largest employers in the tri-county area 
include General Motors Corporation in Lordstown, Ohio and Delphi Packard 
Electric Systems (a division of General Motors Corporation) in Warren, Ohio, 
both located in Trumbull County.  The Company's business and operating 
results could be significantly affected by changes in general economic 
conditions, as well as changes in population levels, unemployment rates, 
strikes and layoffs. 


Forward-Looking Statements

When used in this Form 10-K, or, in future filings by the Holding Company 
with the Securities and Exchange Commission, in the Holding Company's press 
releases or other public or shareholder communications, or in oral 
statements made with the approval of an authorized executive officer, the 
words or phrases "will likely result", "are expected to", "will continue", 
"is anticipated", "estimate", "project" or similar expressions are intended 
to identify "forward-looking statements" within the meaning of the Private 
Securities Litigation Reform Act of 1995.  Such statements are subject to 
certain risks and uncertainties including changes in economic conditions in 
the Bank's market area, changes in policies by regulatory agencies, 
fluctuations in interest rates, demand for loans in the Bank's market area 
and competition, that could cause actual results to differ materially from 
historical earnings and those presently anticipated or projected.  The 
Holding Company wishes to caution readers not to place undue reliance on any 
such forward-looking statements, which speak only as of the date made.  The 
Holding Company wishes to advise readers that the factors listed above could 
affect the Holding Company's financial performance and could cause the 
Holding Company's actual results for future periods to differ materially 
from any opinions or statements expressed with respect to future periods in 
any current statements.

The Holding Company does not undertake, and specifically disclaims any 
obligation, to publicly release the result of any revisions which may be 
made to any forward-looking statements to reflect events or circumstances 
after the date of such statements or to reflect the occurrence of 
anticipated or unanticipated events.


Lending Activities

General.  The Bank emphasizes the origination of adjustable-rate mortgage 
(ARM) loans and 15 year fixed-rate mortgage loans secured by one-to-four 
family residences for its own portfolio.  The Bank also offers 15 and 30 
year fixed-rate loans which, if they qualify, are sold on the secondary 
market to Federal National Mortgage Corporation (FNMA).  As of June 30, 
1998, the Bank did not sell loans to any other secondary market investors.  
The Bank also emphasizes the origination of consumer loans with higher 
yields and shorter durations than traditional mortgage loans.  To a lesser 
extent, commercial and multi-family loans with higher yields than 
traditional one-to-four family loans are offered by the Bank.  

All loans that are $350,000 or less must be approved by either the Vice 
President in charge of lending or a committee comprised of officers of the 
Bank.  Loans greater than $350,000 must be approved by the Executive 
Committee of the Board of Directors and loans greater than $650,000 must be 
approved by the Board of Directors.  All loans, once approved, are reviewed 
by the Board of Directors.

The Bank's loans-to-one-borrower limit is generally 15% of unimpaired 
capital and surplus.  At June 30, 1998, the maximum amount which the Bank 
could have lent under this limit to any one borrower and the borrower's 
related entities was approximately $8.4 million.  At June 30, 1998, the Bank 
had no loans or groups of loans to related borrowers with outstanding 
balances in excess of this amount.  The largest lending relationship at June 
30, 1998 totaled $6.3 million which is secured by office buildings located 
in Ohio.  There are 17 other large lending relationships ranging from $1.1 
million to $3.4 million for an aggregate total of $33.3 million.  At June 
30, 1998, all such loans were performing in accordance with their terms.

Loan Portfolio Composition.  The following table sets forth information 
concerning the composition of the Bank's loan portfolio in dollar amounts 
and in percentages (before deductions for loans in process, deferred fees 
and discounts and allowances for losses) as of the dates indicated.

<TABLE>
<CAPTION>

                                                                               June 30,
                                     ---------------------------------------------------------------------------------------------
                                           1998               1997               1996               1995               1994
                                     ------------------------------------   ----------------   ----------------   ----------------
                                      Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent
                                      ------   -------   ------   -------   ------   -------   ------   -------   ------   -------
                                                                        (Dollars in Thousands)

<S>                                  <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>
Real Estate Loans:
  One-to-four family                 $354,202   71.65%  $349,053   73.59%  $334,307   73.64%  $308,774   74.45%  $293,540   75.58%
  Multi-family                         15,659    3.17%    16,294    3.44%    15,934    3.51%    15,157    3.65%    12,186    3.14%
  Commercial                           28,606    5.79%    30,997    6.53%    29,024    6.39%    28,304    6.82%    25,826    6.65%
  Construction and development         23,999    4.85%    23,179    4.88%    22,636    4.99%    20,491    4.94%    21,126    5.44%
                                     --------------------------------------------------------------------------------------------
      Total real estate loans         422,466   85.46%   419,523   88.44%   401,901   88.53%   372,726   89.86%   352,678   90.81%
                                     --------------------------------------------------------------------------------------------

Consumer Loans:
  Deposit account                       1,341    0.27%     1,240    0.26%     1,115    0.25%     1,090    0.26%     1,098    0.28%
  Automobile                           12,161    2.46%    16,349    3.45%    17,245    3.80%     8,380    2.02%     7,287    1.88%
  Home equity                          37,912    7.67%    33,269    7.01%    29,783    6.56%    29,711    7.17%    25,055    6.45%
  90-day notes                         17,677    3.58%     1,323    0.28%     1,441    0.32%       907    0.22%       713    0.18%
  Other                                 2,791    0.56%     2,646    0.56%     2,479    0.54%     1,949    0.47%     1,535    0.40%
                                     --------------------------------------------------------------------------------------------
      Total consumer loans             71,882   14.54%    54,827   11.56%    52,063   11.47%    42,037   10.14%    35,688    9.19%
                                     --------------------------------------------------------------------------------------------

      Total loans                     494,348  100.00%   474,350  100.00%   453,964  100.00%   414,763  100.00%   388,366  100.00%
                                               ======             ======             ======             ======             ======

Less:
  Loans in process                     (6,557)            (7,861)            (8,830)            (6,346)            (8,136)
  Deferred fees and discount           (2,588)            (2,815)            (2,905)            (3,594)            (3,987)
  Allowance for losses                 (2,740)            (2,962)            (3,439)            (3,159)            (2,801)
                                     --------           --------           --------           --------           --------
      Total loans receivable, net    $482,463           $460,712           $438,790           $401,664           $373,442
                                     ========           ========           ========           ========           ========

</TABLE>

The following table shows the composition of the Bank's loan portfolio by 
fixed and adjustable rates at the dates indicated.

<TABLE>
<CAPTION>

                                                                               June 30,
                                     ---------------------------------------------------------------------------------------------
                                           1998               1997               1996               1995               1994
                                     -----------------  -----------------  -----------------  -----------------  -----------------
                                      Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent
                                      ------   -------   ------   -------   ------   -------   ------   -------   ------   -------
                                                                        (Dollars in Thousands)

<S>                                  <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>
Fixed-Rate Loans:
  Real estate:
    One-to-four family(1)            $217,075   43.91%  $260,128   54.84%  $268,816   59.21%  $246,036   59.32%  $232,521   59.87%
    Multi-family                        3,965    0.80%     3,969    0.84%     3,624    0.79%     5,256    1.27%     4,700    1.21%
    Commercial                         24,533    4.96%    24,498    5.16%    23,784    5.24%    23,818    5.74%    21,243    5.47%
    Construction and development       21,087    4.27%    23,179    4.88%    22,636    4.99%    20,461    4.93%    21,126    5.44%
                                     --------------------------------------------------------------------------------------------
      Total fixed-rate real estate
       loans                          266,660   53.94%   311,774   65.72%   318,860   70.23%   295,571   71.26%   279,590   71.99%
  Consumer - fixed-rate                67,243   13.60%    52,013   10.97%    50,081   11.03%    40,870    9.85%    35,415    9.12%
                                     --------------------------------------------------------------------------------------------
      Total fixed-rate loans          333,903   67.54%   363,787   76.69%   368,941   81.26%   336,441   81.11%   315,005   81.11%

Adjustable-Rate Loans:
  Real estate:
    One-to-four family(1)             137,127   27.74%    88,925   18.75%    65,491   14.43%    62,738   15.13%    61,019   15.71%
    Multi-family                       11,694    2.37%    12,325    2.60%    12,310    2.71%     9,901    2.39%     7,486    1.93%
    Commercial                          4,073    0.82%     6,499    1.37%     5,240    1.16%     4,486    1.08%     4,583    1.18%
    Construction and development        2,912    0.59%         -       -          -       -         30    0.01%         -       -   
                                     --------------------------------------------------------------------------------------------
      Total adjustable-rate real
       estate loans                   155,806   31.52%   107,749   22.72%    83,041   18.30%    77,155   18.61%    73,088   18.82%
  Consumer - adjustable-rate            4,639    0.94%     2,814    0.59%     1,982    0.44%     1,167    0.28%       273    0.07%
                                     --------------------------------------------------------------------------------------------
      Total adjustable-rate loans     160,445   32.46%   110,563   23.31%    85,023   18.74%    78,322   18.89%    73,361   18.89%
                                     --------------------------------------------------------------------------------------------
      Total loans                     494,348  100.00%   474,350  100.00%   453,964  100.00%   414,763  100.00%   388,366  100.00%
                                               ======             ======             ======             ======             ======

Less:
  Loans in process                     (6,557)            (7,861)            (8,830)            (6,346)            (8,136)    
  Deferred fees and discounts          (2,588)            (2,815)            (2,905)            (3,594)            (3,987)    
  Allowance for losses                 (2,740)            (2,962)            (3,439)            (3,159)            (2,801)
                                     --------           --------           --------           --------           --------
      Total loans receivable, net    $482,463           $460,712           $438,790           $401,664           $373,442
                                     ========           ========           ========           ========           ========

--------------------
<F1>  One-to-four family 7/1-year ARMs were classified as fixed-rate loans for 
      1997 and 1996 and were reclassified to adjustable-rate loans for this 
      presentation.

</TABLE>

The following schedule illustrates the interest rate sensitivity of the 
Bank's loan portfolio at June 30, 1998.  Loans which have adjustable or 
renegotiable interest rates are shown as maturing in the period during which 
the contract matures.  The schedule does not reflect the effects of possible 
prepayments or enforcement of due-on-sale clauses.

<TABLE>
<CAPTION>

                                                   Real Estate
                    -------------------------------------------------------------------------
                                                                            Construction and
                    One-to-four family    Multi-family       Commercial        Development        Consumer            Total
                    ------------------  ----------------- ----------------- ----------------- ----------------- ------------------
                              Weighted           Weighted          Weighted          Weighted          Weighted           Weighted
                              Average            Average           Average           Average           Average            Average
                     Amount     Rate    Amount     Rate   Amount     Rate   Amount     Rate   Amount     Rate    Amount     Rate
                     ------   --------  ------   -------- ------   -------- ------   -------- ------   --------  ------   --------
                                                                (Dollars in Thousands)

    Due During
  Periods Ending
     June 30,
  --------------

<S>                 <C>        <C>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>
1999(1)             $    427   6.66%    $     -      -    $   110   8.30%   $ 6,043   9.43%   $20,123   9.48%   $ 26,703   9.42%

2000 to 2003          12,513   8.64%      1,651   9.00%     3,554   8.50%    12,372   9.08%    26,959   9.56%     57,049   9.17%

2004 and following   341,262   7.74%     14,008   8.92%    24,942   9.14%     5,584   7.92%    24,800   9.57%    410,596   7.98%
                    --------            -------           -------           -------           -------           --------
                    $354,202            $15,659           $28,606           $23,999           $71,882           $494,348
                    ========            =======           =======           =======           =======           ========

--------------------
<F1>  Includes overdraft loans.

</TABLE>

The total amount of loans due after June 30, 1999 which have predetermined 
interest rates is $339.8 million, while the total amount of loans due after 
such dates which have floating or adjustable interest rates is $127.8 
million.


One-to-Four Family Residential Real Estate Lending

The cornerstone of the Bank's lending program has been the origination of 
permanent loans, to be held in its portfolio, secured by mortgages on owner-
occupied, one-to-four family residences.  The Bank has generally limited its 
real estate loan originations to properties within its market area.  As of 
June 30, 1998, all one-to-four family residential loans were located in the 
Bank's market area.  The Bank originates both fixed and ARM loans with terms 
up to 30 years with its focus primarily on ARM originations as part of its 
asset/liability management.  Fixed-rate originations are generally affected 
by market rates, customer preference and competition.  In the current low 
interest rate environment, borrowers typically prefer fixed-rate loans over 
ARM loans, however, the Bank has been successful in originating 7/1-year 
ARMs which are fixed for seven years and convert to a one-year ARM in the 
eighth year.  At June 30, 1998, $52.0 million, or 10.5% of the Bank's gross 
loan portfolio consisted of 7/1-year ARMs compared to $15.1 million, or 3.2% 
at June 30, 1997.  A significant portion of the Bank's other ARM products 
are subject to interest adjustments at three-year intervals.  The Bank's ARM 
products generally carry interest rates which are reset to a stated margin 
over an independent index.  Increases and decreases in the interest rate of 
the Bank's ARMs are generally limited to 2% at any adjustment date and 5% 
over the life of the loan.  The Bank's ARMs are not convertible into fixed-
rate loans, are not assumable, do not contain prepayment penalties and do 
not produce negative amortization.

The Bank evaluates both the borrower's ability to make principal and 
interest payments and the value of the property that will secure the loan.  
In the past, First Federal generally did not verify a borrower's employment 
history or the source of the down payment enabling the Bank to close a loan 
significantly faster than its competitors.  However, in order to comply with 
standard secondary market underwriting requirements, First Federal 
established procedures to verify employment history and down payment sources 
since the Bank sells certain qualifying loans to FNMA.  Underwriting 
standards required by FNMA and other secondary market investors are also 
followed for new loan originations that the Bank retains in its portfolio.  
The compliance with secondary market underwriting standards did not 
significantly affect the timing of closing loans.

The Bank originates residential mortgage loans with loan-to-value ratios up 
to 95%.  On mortgage loans exceeding an 85% loan-to-value ratio at the time 
of origination, however, First Federal generally requires private mortgage 
insurance in an amount intended to reduce the Bank's exposure to 72% of the 
appraised value of the underlying collateral.  Property securing real estate 
loans made by First Federal is appraised by staff appraisers of the Bank.  
The Bank requires evidence of marketable title and lien position on all 
loans secured by real property and requires fire and extended coverage 
casualty insurance in amounts at least equal to the principal amount of the 
loan or the value of improvements on the property, depending on the type of 
loan.  The Bank may also require flood insurance to protect the property 
securing its interest.

Residential mortgage loan originations derive from a number of sources, 
including real estate broker referrals, existing borrowers and depositors, 
builders and walk-in customers.  Loan applications are accepted at all of 
the Bank's offices.


Multi-Family and Commercial Real Estate Lending

First Federal originates permanent loans secured by multi-family and 
commercial real estate in order to enhance the yield on its assets.  The 
permanent multi-family and commercial real estate loan portfolio includes 
loans secured by strip shopping centers, apartments, small office buildings, 
warehouses, churches and other business properties, approximately 88% of 
which are located within the Bank's market area.

Permanent multi-family and commercial real estate loans have a maximum term 
of 30 years, with most having terms ranging from 10 to 15 years.  Rates on 
permanent loans are predominantly fixed, based on competitive factors.  To a 
lesser extent, the Bank originates adjustable rate loans which generally 
carry interest rates which are reset to a stated margin over an independent 
index.  Multi-family loans and commercial real estate loans are generally 
written in amounts of up to 75% of the appraised value of the property, and 
borrowers are generally personally liable for all or part of the 
indebtedness.  However, none of the loans comprising the Bank's second 
largest lending relationship of $3.4 million are subject to any personal 
guarantees, but are performing according to their terms.

Appraisals on properties securing multi-family and commercial real estate 
loans originated by the Bank are performed by either an independent 
appraiser designated by the Bank or by the Bank's staff appraisers at the 
time the loan is made.  All appraisals on multi-family and commercial real 
estate loans are reviewed by the Bank's management.  In addition, the Bank's 
current underwriting procedures generally require verification of the 
borrower's credit history, income and financial statements, banking 
relationships, references and income projections for the property.

At June 30, 1998, the Bank had one multi-family or commercial real estate 
loan with a net book value in excess of $2.0 million, and six other multi-
family or commercial real estate loans, each with a net book value in excess 
of $1.0 million but less than $2.0 million.  All of these loans were current 
at that date.  However, one of these commercial real estate loans, totaling 
approximately $1.2 million at June 30, 1998, is secured by a strip shopping 
center where the anchor tenant has no established sales history.  This loan 
has been classified substandard as of June 30, 1998.  See "- Asset Quality - 
Troubled Debt Restructurings," "- Other Loans of Concern," "- Classified 
Assets" and "- Allowance for Loan Losses."

Multi-family and commercial real estate loans generally present a higher 
level of risk than loans secured by one-to-four family residences.  This 
greater risk is due to 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 
complexity of evaluating and monitoring these types of loans.  Furthermore, 
the repayment of loans secured by multi-family and commercial real estate is 
typically dependent upon the successful operation of the related real estate 
project.  If the cash flow from the project is reduced (for example, if 
leases are not obtained or renewed, or a bankruptcy court modifies a lease 
term, or a major tenant is unable to fulfill its lease obligations), the 
borrower's ability to repay the loan may be impaired.


Construction and Development Lending

The Bank makes loans to individuals for the construction of their 
residences, as well as to builders and developers for the construction of 
one-to-four family residences and commercial real estate and the development 
of one-to-four family lots in Ohio.  At June 30, 1998, all of these loans 
were secured by property located within the Bank's market area.

Construction loans to individuals for their residences are structured to be 
converted to permanent loans at the end of the construction phase, which 
typically runs six months.  These construction loans have rates and terms 
which match any one-to-four family loans then offered by the Bank, except 
that during the construction phase, the borrower pays interest only and the 
maximum loan-to-value ratio is 90%.  On construction loans exceeding an 85% 
loan-to-value ratio, First Federal generally requires private mortgage 
insurance, thus reducing the Bank's exposure.  Residential construction 
loans are generally underwritten pursuant to the same guidelines used for 
originating permanent residential loans.  At June 30, 1998, the Bank had 
$10.1 million of construction loans to borrowers intending to live in the 
properties upon completion of construction.

Construction loans to builders of one-to-four family residences require the 
payment of interest only for up to 12 months and have terms of up to 12 
months.  These loans may provide for the payment of interest and loan fees 
from loan proceeds and carry fixed rates of interest.  Loan fees charged in 
connection with the origination of such loans range from 1% of the loan 
amount to a maximum of $2,000.  At June 30, 1998, the Bank had $5.3 million 
of construction loans to builders of one-to-four family residences.

The Bank also makes loans to builders for the purpose of developing one-to-
four family homesites.  These loans typically have terms of from one to 
three years and carry fixed interest rates.  The maximum loan-to-value ratio 
is 75% for such loans.  Loan fees charged in connection with the origination 
of such loans generally range from 1% to 2% of the loan amount.  These loans 
may provide for the payment of interest and loan fees from loan proceeds.  
The principal in these loans is typically paid down as homesites are sold.  
At June 30, 1998, the Bank had $7.4 million of development loans to 
builders.

Construction loans on commercial real estate projects may be secured by 
strip shopping centers, apartments, small office buildings, churches or 
other property and are structured to be converted to permanent loans at the 
end of the construction phase, which generally runs up to 12 months.  These 
construction loans have rates and terms which match any permanent multi-
family or commercial real estate loan then offered by the Bank, except that 
during the construction phase, the borrower pays interest only.  These loans 
generally provide for the payment of interest and loan fees from loan 
proceeds.  At June 30, 1998, the Bank had $1.2 million of commercial real 
estate construction loans.

Construction and development loans are obtained principally through 
continued business from developers and builders who have previously borrowed 
from the Bank, as well as referrals from existing customers and walk-in 
customers.  The application process includes a submission to the Bank of 
accurate plans, specifications and costs of the project to be 
constructed/developed.  These items are used as a basis to determine the 
appraised value of the subject property.  Loans are based on the lesser of 
current appraised value and/or the cost of construction (land plus 
building).

Because of the uncertainties inherent in estimating development and 
construction costs and the market for the project upon completion, it is 
relatively difficult to evaluate accurately the total loan funds required to 
complete a project, the related loan-to-value ratios and the likelihood of 
ultimate success of the project.  In addition, management requires pro forma 
cash flow analysis and debt service coverage ratios or verification of 
construction progress prior to authorizing a construction draw and require 
mechanics' lien waivers and other documents to protect and verify its lien 
position.  Construction and development loans to borrowers other than owner-
occupants also involve many of the same risks discussed above regarding 
multi-family and commercial real estate loans and tend to be more sensitive 
to general economic conditions than many other types of loans.  Also, the 
funding of loan fees and interest during the construction phase makes the 
monitoring of the progress of the project particularly important, as 
customary early warning signals of project difficulties may not be present.  

At June 30, 1998, there were no construction and development loans in an 
amount greater than $1.0 million.


Consumer Lending

The Bank originates various types of consumer loans including, but not 
limited to, home equity and automobile loans.  Since 1990, First Federal has 
placed increasing emphasis on consumer loans, particularly home equity 
loans, because of their attractive yields and shorter terms to maturity.  

The Bank's home equity loans are written so that the total commitment 
amount, when combined with the balance of the first mortgage lien, may not 
exceed 100% of the appraised value of the property where the Bank holds the 
first lien and 80% if the first mortgage is held by a third party.  At June 
30, 1998, the Bank held a first lien on approximately 94% of the properties 
securing home equity loans from the Bank.  Closed-end home equity loans are 
written with terms of up to ten years and carry fixed rates of interest.  
Open-end home equity lines of credit are written for a draw period of 10 
years at a variable interest rate of 1% above the prime rate adjusted 
monthly.  After the draw period, the lines of credit convert into fixed 
rate, closed-end loans with terms of up to 10 years, or the lines of credit 
can be renewed.  The Bank's home equity loan portfolio grew from $29.8 
million, or 57% of gross consumer loans at June 30, 1996 to $37.9 million, 
or 53% of gross consumer loans at June 30, 1998.  Without the effect of the 
increase in short-term consumer loans mentioned below, home equity loans 
would account for approximately 68% of gross consumer loans at June 30, 
1998. 

During fiscal year 1996, the Bank began originating automobile loans through 
dealerships (indirect auto lending) in an effort to gain a portion of this 
market.  However, this program was discontinued after approximately 14 
months of operation due to the performance of the portfolio.  At September 
30, 1996, this portfolio had 1,001 loans totaling $12.3 million and has 
subsequently dropped to 857 loans totaling $8.9 million at June 30, 1997 and 
644 loans totaling $5.5 million at June 30, 1998.  The decline over the past 
two years was due to both write-offs and principal receipts.  Management has 
identified potential problem loans that remain in this portfolio and 
believes there are adequate reserves at June 30, 1998.  Indirect auto loans 
tend to be of greater risk than direct auto loans due to the fact that 
institutions such as the Bank work with dealers rather than directly with 
the customers.

During June 1998, the Bank lent $15.9 million in short-term loans (90-day 
notes) to customers to fund their stock subscriptions for a local financial 
institution's initial public offering.  At August 31, 1998, $2.6 million of 
these loans remained outstanding.  There is no prepayment penalty on 90-day 
notes.

The underwriting standards employed by the Bank for consumer loans include a 
determination of the applicant's payment history on other debts and ability 
to meet existing obligations and payments on the proposed loan.  Although 
creditworthiness of the applicant is of primary consideration, the 
underwriting process also includes a comparison of the value of the 
security, if any, in relation to the proposed loan amount.  While consumer 
loans other than home equity loans generally involve a higher level of 
credit risk than one-to-four family residential loans, consumer loans are 
typically made at higher interest rates and for shorter terms.  The shorter 
term of consumer loans reduces the Bank's exposure to interest rate risk.


Sale of Mortgage Loans

During the current year, the Bank began selling one-to-four family fixed-
rate mortgage loans to FNMA.  The Bank originated and sold $5.0 million of 
fixed-rate 15- and 30-year loans during fiscal year 1998 and recorded a gain 
of $134,000 for the sale of such loans.  The Bank retains servicing on such 
loans sold to FNMA, typically receiving a servicing fee of 25 basis points.


Loan Origination and Repayment Activities

The following table sets forth the Bank's originations, sales and repayments 
of loans for the periods indicated.

<TABLE>
<CAPTION>

                                                            Year ended June 30,
                                                      -------------------------------
                                                        1998        1997       1996
                                                        ----        ----       ----
                                                          (Dollars in Thousands)

Originations by type:
---------------------
  <S>                                                 <C>           <C>        <C>
  Adjustable rate:
    Real estate      - one-to-four family(1)          $  45,473     31,668     14,113
                     - multi-family                         586        943      1,922
                     - commercial                         3,413        995        654
                     - construction or development        2,250        197        451
    Non-real estate  - consumer                           4,844      2,395      2,320
                                                      -------------------------------
      Total adjustable rate                              56,566     36,198     19,460
                                                      -------------------------------

  Fixed rate:
    Real estate      - one-to-four family(1)              8,834     19,045     45,735
                     - multi-family                         658        314        677
                     - commercial                         1,069      2,248      2,136
                     - construction or development       27,997     29,045     27,413
    Non-real estate  - consumer                          48,728     32,013     34,790
                                                      -------------------------------
      Total fixed rate                                   87,286     82,665    110,751
                                                      -------------------------------
      Total loans originated                            143,852    118,863    130,211

  Principal repayments                                 (105,621)   (97,840)   (91,206)
  Loan sales                                             (4,988)         -          -
  Increase (decrease) in other items, net                  (795)      (638)       196
                                                      -------------------------------
      Net increase                                    $  32,448     20,385     39,201
                                                      ===============================

--------------------
<F1>  One-to-four family 7/1-year ARM originations were reclassified from 
      fixed to adjustable rate originations for 1997 and 1996.

</TABLE>

Asset Quality

When a borrower fails to make a required payment on a loan, the Bank 
attempts to cure the delinquency by contacting the borrower.  In the case of 
residential loans, a late notice is generated between 15 and 30 days past 
the due date and collection action is commenced.  Written and verbal 
contacts are attempted from this point until the account is brought to a 
current status.  If the delinquency continues, a default letter is generally 
sent between 60 and 90 days and if the status does not improve, the Bank 
will begin foreclosure action between 90 and 120 days past due. 

Delinquent consumer loans, including home equity loans, are handled in a 
similar manner except that late notices are generated between 10 and 15 days 
past due and collection action is commenced at that point.  If the 
delinquency continues and no arrangements are made with the borrower, the 
Bank will take appropriate action to protect its interest generally by 60 
days past due.  This may include repossession, foreclosure or law suit, if 
necessary.  If repossession of a vehicle occurs, the borrower has the 
opportunity to redeem the vehicle prior to sale at public auction by 
contacting the Bank any paying charges and delinquencies associated with the 
repossession.  The Bank's repossession guidelines comply with the 
requirements under the Ohio Revised Code.  

The Bank has not experienced significant delinquencies with multi-family, 
commercial real estate or commercial real estate construction loans.

Delinquent Loans.  The following table sets forth information concerning 
delinquent loans at June 30, 1998, in dollar amounts and as a percentage of 
each category of the Bank's loan portfolio.  The amounts presented represent 
the total remaining principal balances of the related loans, rather than the 
actual payment amounts which are overdue.

<TABLE>
<CAPTION>

                                          Loans Delinquent For:
                       ------------------------------------------------------------       Total Loans Delinquent
                                60-89 Days                   90 Days and Over                60 Days and Over
                       ----------------------------    ----------------------------    ----------------------------
                                           Percent                         Percent                         Percent
                                           of Loan                         of Loan                         of Loan
                       Number    Amount    Category    Number    Amount    Category    Number    Amount    Category
                       ------    ------    --------    ------    ------    --------    ------    ------    --------
                                                          (Dollars in Thousands)

<S>                      <C>     <C>        <C>          <C>     <C>        <C>          <C>     <C>        <C>
Real Estate:
  One-to-four family     28      $1,473     0.42%        54      $2,280     0.64%        82      $3,753     1.06%

  Construction or
   development            1         137     0.57%         -           -        -          1         137     0.57%

  Consumer               30         188     0.26%        68         582     0.81%        98         770     1.07%
                         --------------                 ---------------                 ---------------
      Total              59      $1,798     0.36%       122      $2,862     0.58%       181      $4,660     0.94%
                         ==============                 ===============                 ===============

</TABLE>

Non-Performing Assets.  The table below sets forth the amounts and 
categories of non-performing assets in the Bank's loan portfolio.  The 
Bank's current approach requires that loans be reviewed periodically and any 
loan where collectibility of principal is doubtful is placed on non-accrual 
status.  Loans are also placed on non-accrual status generally when a loan 
is more than 90 days delinquent.  Payments received on non-accruing loans 
are recorded as interest income, or are applied to the principal balance, 
depending on an assessment of the collectibility of the principal of the 
loan.  Loans remain on non-accrual status until generally less than 4 
payments delinquent.  Troubled debt restructurings are instances where, due 
to the debtor's financial difficulties, modifications are made in the 
original terms of the loans (e.g., principal or interest may be forgiven, 
the term of the loan may be extended or the interest rate may be reduced 
below market rates).  Loans remain as troubled debt restructurings until 
they are current for 12 consecutive months and the modifications originally 
given are not inconsistent with terms currently provided.  Foreclosed assets 
include assets acquired in settlement of loans.  The amounts shown do not 
reflect reserves set up against such assets.  See "- Allowance for Loan 
Losses."

<TABLE>
<CAPTION>

                                                                  June 30,
                                               ----------------------------------------------
                                                1998      1997      1996      1995      1994
                                                ----      ----      ----      ----      ----
                                                           (Dollars in Thousands)

<S>                                            <C>        <C>       <C>       <C>       <C>
Non-accruing loans:
  One-to-four family                           $2,168     2,359     3,617     3,405     3,463
  Multi-family                                      -         -         -         -         4
  Commercial real estate                            -       110         -        67         -
  Construction or development                       -         4        71         -         -
  Consumer                                        566       782       409       420       404
                                               ----------------------------------------------

      Total                                     2,734     3,255     4,097     3,892     3,871
                                               ----------------------------------------------

Troubled debt restructurings:
  One-to-four family                              575       685       506       405       879
  Consumer                                         15        53        70        55       144
                                               ----------------------------------------------

      Total                                       590       738       576       460     1,023
                                               ----------------------------------------------

      Total non-performing loans                3,324     3,993     4,673     4,352     4,894
                                               ----------------------------------------------

Foreclosed assets:
  One-to-four family                                -         -         -         -        36
                                               ----------------------------------------------

Total non-performing assets                    $3,324     3,993     4,673     4,352     4,930
                                               ==============================================

Total non-performing assets as a percentage
 of total assets                                0.51%     0.67%     0.81%     0.75%     0.84%
                                               ==============================================

Total non-performing loans as a percentage
 of total loans receivable, net                 0.69%     0.87%     1.06%     1.08%     1.32%
                                               ==============================================

Allowance for loan losses as a percentage
 of non-performing assets                      82.43%    74.18%    73.59%    72.59%    56.82%
                                               ==============================================

</TABLE>

For the year ended June 30, 1998, gross interest income which would have 
been recorded had the non-accruing loans been current in accordance with 
their original terms amounted to $262,000.  The amount that was included in 
interest income on such loans was $194,000 for the year ended June 30, 1998.

For the year ended June 30, 1998, gross interest income which would have 
been recorded had the troubled  debt restructurings been current in 
accordance with their original terms amounted to $42,000.  The amount that 
was included in interest income on such loans was $50,000 for the year ended 
June 30, 1998.

Troubled Debt Restructurings and Other Loans of Concern.  As of June 30, 
1998, the Bank had $590,000 in net book value of troubled debt 
restructurings, approximately 97% of which were mortgage loans secured by 
one-to-four family residences.  The largest outstanding balance of mortgage 
loans categorized as troubled debt restructuring was approximately $83,000 
at June 30, 1998.

Willard, Ohio - Strip Shopping Center.  In 1987, the Bank originated a $1.6 
million construction/permanent loan on a strip shopping center in Willard, 
Ohio.  The loan had a 9.75% interest rate, a term of 15 years and was to be 
amortized over 20 years.  In July 1992, the shopping center's sole tenant 
vacated the premises after filing for bankruptcy and a new tenant, without 
any established operating history, moved in.  The new tenant negotiated 
lease terms at rates lower than the original tenant, thereby reducing the 
revenue to the borrower.  As a result, the loan was modified to reduce the 
interest rate to 7% until 1997; 7.63% until 2002; and 8% until maturity in 
2007.  The loan was current under the modified loan terms as of June 30, 
1998.  The Bank's net book value for the loan at June 30, 1998 was 
approximately $1.2 million.  This loan was removed from troubled debt 
restructurings at June 30, 1994 due to the payment history of the borrower 
and the reduction in general market interest rates to the point where the 
restructured terms no longer represented concessions.  The Bank's management 
reviews the tenant's operating statement annually and has classified this 
loan as substandard at June 30, 1998 based on their review.

Classified Assets.  Federal regulations provide for the classification of 
loans and other assets, such as debt and equity securities considered by the 
OTS to be of lesser quality, 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.

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 and the FDIC, either of 
which may order the establishment of additional general or specific loss 
allowances.

In connection with the filing of its periodic reports with the OTS and in 
accordance with its classification of assets policy, the Bank regularly 
reviews the problem loans in its portfolio to determine whether any loans 
require classification in accordance with applicable regulations.  
Classified assets at June 30, 1998 consisted of 146 loans totaling $5.0 
million, or 0.8% of total assets compared to 231 loans totaling $6.8 
million, or 1.1% of total assets at June 30, 1997.  The decline in 
classified assets over the past year was primarily in indirect auto loans 
(see "Consumer Lending" above).  The largest classified asset was $1.2 
million at June 30, 1998 and is discussed above under "Troubled Debt 
Restructurings and Other Loans of Concern".

Allowance for Loan Losses.  The allowance for loan losses is established 
through a provision for loan losses based on management's evaluation of the 
risk inherent in its loan portfolio and changes in the nature and volume of 
its loan activity.  Such evaluation, which includes a review of all loans of 
which full collectibility may not be reasonably assured, considers among 
other matters, the estimated fair value of the underlying collateral, 
economic conditions, historical loan loss experience and other factors that 
warrant recognition in providing for an adequate loan loss allowance.  
Although management believes it uses the best information available to make 
such determinations, future adjustments to reserves may be necessary, and 
net income could be significantly affected, if circumstances differ 
substantially from the assumptions used in making the initial 
determinations.  At June 30, 1998, the Bank had an allowance for loan losses 
of $2.7 million, which was equal to 54.4% of classified assets and 82.4% of 
non-performing assets.  See Notes 1(f) and 3 of the Notes to Consolidated 
Financial Statements in the Annual Report to Stockholders, included as 
Exhibit 13 herein.

The following table sets forth an analysis of the Bank's allowance for loan 
losses at the dates indicated.

<TABLE>
<CAPTION>


                                                     Year Ended June 30,
                                        ----------------------------------------------
                                         1998      1997      1996      1995      1994
                                         ----      ----      ----      ----      ----
                                                    (Dollars in Thousands)

<S>                                     <C>        <C>       <C>       <C>       <C>
Balance at beginning of period          $2,962     3,439     3,159     2,801     2,437
Charge-offs:
  One-to-four family                       (97)      (40)      (18)      (43)      (40)
  Multi-family                               -         -        (1)       (1)        -
  Consumer                                (743)   (1,159)      (58)      (16)      (13)
                                        ----------------------------------------------
                                          (840)   (1,199)      (77)      (60)      (53)
                                        ----------------------------------------------

Recoveries:
  One-to-four family                         3         1        18        12         6
  Construction or development                -         -         2         -         -
  Commercial real estate                     -         -         2         -         -
  Consumer                                  50        33        10         3         2
                                        ----------------------------------------------
                                            53        34        32        15         8
                                        ----------------------------------------------
Net charge-offs                           (787)   (1,165)      (45)      (45)      (45)
Additions charged to operations            565       688       325       403       409
                                        ----------------------------------------------
Balance at end of period                $2,740     2,962     3,439     3,159     2,801
                                        ==============================================

Ratio of net charge-offs during the
 period to average loans outstanding
 during the period                       0.17%     0.26%     0.01%     0.01%     0.01%
                                        ==============================================

Ratio of net charge-offs during
 the period to average
 non-performing assets                  20.74%    24.22%     0.94%     1.04%     0.65%
                                        ==============================================

</TABLE>

When the Bank repossesses mortgaged property it is thereafter classified as 
real estate owned.  Any gains or losses (realized or reserved for) 
thereafter are treated as real estate owned activity, not mortgage loan 
activity.  At June 30, 1998, the Bank had no real estate owned.

The distribution of the Bank's allowance for loan losses at the dates 
indicated is summarized as follows:

<TABLE>
<CAPTION>

                                                                           June 30,
                               -------------------------------------------------------------------------------------------------
                                     1998                1997                1996                1995                1994
                               -----------------   -----------------   -----------------   -----------------   -----------------
                                        Percent             Percent             Percent             Percent             Percent
                                        of Loans            of Loans            of Loans            of Loans            of Loans
                                        in Each             in Each             in Each             in Each             in Each
                                        Category            Category            Category            Category            Category
                                        to Total            to Total            to Total            to Total            to Total
                               Amount    Loans     Amount    Loans     Amount    Loans     Amount    Loans     Amount    Loans
                               ------   --------   ------   --------   ------   --------   ------   --------   ------   --------
                                                                    (Dollars in Thousands)

<S>                            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
One-to-four family             $  923    71.65%    $1,283    73.59%    $1,547    73.64%    $1,093    74.45%    $  781    75.58%
Multi-family                       19     3.17%        28     3.44%        88     3.51%        53     3.65%         1     3.14%
Commercial real estate            351     5.79%       444     6.53%       773     6.39%     1,704     6.82%     1,459     6.65%
Construction or development        15     4.85%        45     4.88%       125     4.99%        72     4.94%         -     5.44%
Consumer                        1,201    14.54%       787    11.56%       518    11.47%       237    10.14%       166     9.19%
Unallocated                       231        -        375        -        388        -          -        -        394        -
                               -----------------------------------------------------------------------------------------------
      Total                    $2,740   100.00%    $2,962   100.00%    $3,439   100.00%    $3,159   100.00%    $2,801   100.00%
                               ===============================================================================================

</TABLE>

Investment Activities

First Federal's investment policy is designed to provide a required level of 
liquidity and minimize potential losses due to interest rate fluctuations 
without incurring undue credit risk.  Liquidity may increase or decrease 
depending upon the availability of funds and comparative yields on 
investments in relation to the return on loans.  The Bank has maintained 
liquid assets at levels above the minimum requirements imposed by the OTS 
regulations and above levels believed adequate to meet the requirements of 
normal operations, including potential deposit outflows.  Cash flow 
projections are regularly reviewed and updated to assure that adequate 
liquidity is maintained.  See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations - Asset/Liability Management" 
and "- Liquidity and Cash Flows" in the Annual Report to Stockholders 
included as Exhibit 13 herein and "Regulation - Liquidity."

Federally chartered savings institutions have the authority to invest in 
various types of liquid assets, including United States Treasury 
obligations, securities of various federal agencies, certain certificates of 
deposit of insured banks and savings institutions, certain bankers' 
acceptances, repurchase agreements and federal funds.  Subject to various 
restrictions, federally chartered savings institutions may also invest their 
assets in commercial paper, investment grade corporate debt securities and 
mutual funds whose assets conform to the investments that a federally 
chartered savings institution is otherwise authorized to make directly.

Generally, the investment policy of the Holding Company and Bank is to 
invest funds among various categories of investments and maturities based on 
asset/liability management policies, concern for the highest investment 
quality, liquidity needs and performance objectives.  It is the Holding 
Company's and Bank's general policy to purchase securities which are U.S. 
Government securities, federal agency obligations, including mortgage-backed 
securities, and state, county and municipal bonds.  

Mortgage-backed securities represent a participation interest in a pool of 
single-family or multi-family mortgages, the principal and interest payments 
on which are passed from the mortgage originators through intermediaries 
(generally U.S. Government agencies and government sponsored enterprises) 
that pool and repackage the participation interest in the form of securities 
to investors such as the Bank.  The underlying pool of mortgages can be 
composed of either fixed-rate or ARM loans.  As a result, the interest rate 
risk characteristics of the underlying pool of mortgages, as well as 
prepayment risk, are passed on to the certificate holder.  Mortgage-backed 
securities generally yield less than the loans that underlie such securities 
due to the cost of payment guarantees or credit enhancements that reduce 
credit risk to holders.  Mortgage-backed securities are also more liquid 
than individual mortgage loans and may be used to collateralize obligations 
of the Bank.  While mortgage-backed securities carry a reduced credit risk 
as compared to whole loans, such securities remain subject to the risk that 
a fluctuating interest rate environment, along with other factors such as 
the geographic distribution of the underlying mortgage loans, may alter the 
prepayment rate of such mortgage loans and thereby affect both the 
prepayment speed, and value, of such securities.  All of the Bank's 
mortgage-backed securities are available for sale and consist of securities 
issued or guaranteed by the FNMA, Federal Home Loan Mortgage Corporation 
(FHLMC) and Government National Mortgage Association (GNMA).  At June 30, 
1998, $81.4 million, or 58% of the securities portfolio consisted of 
mortgage-backed securities. 

The Holding Company and Bank have invested a percentage of their securities 
portfolio in Federal agency obligations in an attempt to obtain the highest 
yield possible while maintaining the flexibility and low credit risk 
connected with such investments.  Since 1990, the Federal Home Loan Banks 
(FHLBs), FNMA and FHLMC have offered callable bonds, issued at a yield 
premium over U.S. Treasury obligations of a comparable final maturity.  The 
call risk is considered acceptable to the Bank because it provides a higher 
yield.  The call option would typically be exercised during a declining 
interest rate environment, during which time the Bank's cost of funds would 
also be declining.  At June 30, 1998, $35.0 million, or 24% of the 
securities portfolio consisted of Federal agency obligations.


The following table sets forth the composition of the consolidated debt, 
equity and other securities, and FHLB stock portfolios at June 30, 1998, 
1997 and 1996.

<TABLE>
<CAPTION>

                                                                                       June 30,
                                                           -----------------------------------------------------------------
                                                                  1998                   1997                   1996
                                                           -------------------    -------------------    -------------------
                                                             Book       % of        Book       % of        Book       % of
                                                            Value       Total      Value       Total      Value       Total
                                                           -------------------    -------------------    -------------------
                                                                                (Dollars in Thousands)

<S>                                                        <C>          <C>       <C>          <C>       <C>
Debt securities:
  U.S. government securities                               $      -         -     $  2,005      1.73%    $ 37,011     32.20%
  Federal agency obligations(1)                              35,049     24.33%      24,975     21.54%      53,003     46.12%
  Mortgage-backed securities                                 81,580     56.63%      75,718     65.29%      16,398     14.27%
  State, county and municipal bonds                          20,778     14.42%       7,416      6.40%       4,263      3.71%
Equity securities                                               637      0.44%         753      0.65%         478      0.42%
Other securities                                              1,517      1.05%       1,000      0.86%           -         -
FHLB stock                                                    4,512      3.13%       4,095      3.53%       3,774      3.28%
                                                           ----------------------------------------------------------------
      Total securities and FHLB stock                      $144,073    100.00%    $115,962    100.00%    $114,927    100.00%
                                                           ================================================================

Average remaining life of debt securities excluding
 equity and other securities and FHLB stock                    4.66 years             4.72 years             4.67 years

Other interest-earning assets:
  Interest-bearing deposits with banks                     $  5,713    100.00%    $  6,216     97.49%    $  4,888    100.00%
  Short-term investments                                          -         -          160      2.51%           -         -
                                                           ----------------------------------------------------------------
      Total                                                $  5,713    100.00%    $  6,376    100.00%    $  4,888    100.00%
                                                           ================================================================
Average remaining life or term to repricing of debt
 securities and other interest-earning assets excluding
 equity and other securities and FHLB stock                    4.47 years             4.47 years             4.47 years

--------------------
<F1>  Excluding mortgage-backed securities which include FNMA, FHLMC and 
      GNMA pass-through certificates.

</TABLE>

The composition and contractual maturities of the consolidated debt and 
other securities portfolios, excluding equity securities and FHLB of 
Cincinnati stock, are indicated in the following table.

<TABLE>
<CAPTION>

                                                             June 30, 1998
                                   -----------------------------------------------------------------
                                                Over       Over
                                   One Year   1 thru 5   5 thru 10     Over     Total Debt and Other
                                   or Less     Years       Years     10 Years        Securities
                                   --------   --------   ---------   --------   --------------------
                                     Book       Book       Book        Book       Book      Market
                                    Value      Value       Value      Value       Value     Value
                                   --------   --------   ---------   --------     -----     ------
                                                        (Dollars in Thousands)

<S>                                <C>         <C>         <C>        <C>         <C>
Debt securities:
  Federal agency obligations       $ 8,048     27,001          -           -      35,049     35,283

  Mortgage-backed securities         3,572      2,700      9,167      66,141      81,580     81,444

  State, county and municipal
   securities                            -      1,927     15,182       3,669      20,778     21,049

Other                                    -          -          -       1,517       1,517      1,758
                                   ----------------------------------------------------------------
Total debt and other securities    $11,620     31,628     24,349      71,327     138,924    139,534
                                   ================================================================

Weighted average yield(1)            6.18%      6.31%      6.84%       6.08%       6.22%
                                   ====================================================

--------------------
<F1>  Weighted average yield is presented for debt securities only on a 
      fully taxable equivalent basis using the Company's federal statutory 
      tax rate of 34%.

</TABLE>

Sources of Funds

General.  The Bank's primary sources of funds are deposits, amortization and 
prepayment of loans, maturities, sales and principal receipts of securities, 
borrowings, repurchase agreements and operations.  The Bank also has access 
to advances from the Federal Home Loan Bank (FHLB) of Cincinnati.  See Note 
7 of the Notes to Consolidated Financial Statements in the Annual Report to 
Stockholders included as Exhibit 13 herein for a detail of advances from the 
FHLB of Cincinnati.

Deposits.  First Federal offers a variety of deposit accounts having a wide 
range of interest rates and terms.  The Bank's deposits consist of passbook 
and statement savings accounts, NOW accounts (including non-interest bearing 
checking accounts), money market and certificate accounts.  The Bank relies 
primarily on advertising, competitive pricing policies, promotions and 
customer service to attract and retain these deposits.  Management believes 
the Bank is competitive in the types of accounts and interest rates it has 
offered on its deposit products.  In November 1997, First Federal introduced 
a new money market product that offers attractive rates and liquidity to 
customers.  Refer to "Management's Discussion and Analysis of Changes in 
Financial Condition and Results of Operations - Deposits" in the Annual 
Report to Stockholders included as Exhibit 13 herein.  Management regularly 
evaluates the internal cost of funds, surveys rates offered by the Bank's 
competitors, review the Company's cash flow requirements for lending and 
liquidity and executes rate changes when necessary as part if its 
asset/liability management, profitability and growth objectives.  First 
Federal generally solicits deposits from its market area.

The following table sets forth the dollar amount of savings deposits in the 
various types of deposit programs offered by the Bank for the dates 
indicated and the rates offered as of June 30, 1998.  See Note 5 of the 
Notes to Consolidated Financial Statements in the Annual Report to 
Stockholders included as Exhibit 13 herein for weighted average nominal 
rates.

<TABLE>
<CAPTION>

                                                                 June 30,
                                     ----------------------------------------------------------------
                                            1998                  1997                   1996
                                     -------------------   --------------------   -------------------
                                                Percent                Percent               Percent
                                      Amount    of Total    Amount     of Total    Amount    of Total
                                      ------    --------    ------     --------    ------    --------
                                                          (Dollars in Thousands)

Transaction and Savings Deposits:
---------------------------------
<S>                                  <C>         <C>       <C>          <C>       <C>         <C>
Passbook and statement savings
 accounts 2.50% to 3.00%             $ 93,276    21.01%    $107,575     23.89%    $114,247    25.03%
NOW and non-interest bearing
 accounts  0.00% - 2.50%               34,382     7.74%      31,236      6.94%      28,168     6.17%
Money market
 accounts 0.00% - 4.41%                28,059     6.32%      22,822      5.07%      27,031     5.92%
                                     ---------------------------------------------------------------
Total non-certificates                155,717    35.07%     161,633     35.90%     169,446    37.12%
                                     ---------------------------------------------------------------

Total Certificates:
-------------------
  4.00% - 4.99%                        29,484     6.64%       8,809      1.96%      27,815     6.09%
  5.00% - 5.99%                       141,125    31.78%     146,339     32.50%     134,702    29.50%
  6.00% - 6.99%                       109,895    24.75%     124,649     27.69%      68,145    14.93%
  7.00% - 7.99%                         7,796     1.76%       8,794      1.95%      56,433    12.36%
                                     --------------------------------------------------------------

Total certificates                    288,300    64.93%     288,591     64.10%     287,095    62.88%
                                     --------------------------------------------------------------

Total deposits                       $444,017   100.00%    $450,224    100.00%     456,541   100.00%
                                     ==============================================================

</TABLE>

The following table sets forth the savings flows at the Bank during the 
periods indicated.  The net decrease refers to the amount of withdrawals 
during the period less deposits and interest credited during the period.

<TABLE>
<CAPTION>

                                            Year Ended June 30,
                                      --------------------------------
                                        1998        1997        1996
                                        ----        ----        ----
                                           (Dollars in Thousands)

         <S>                          <C>          <C>         <C>
         Opening balance              $450,224     456,541     461,979
         Net deposits/withdrawals
          and transfers                (27,340)    (28,006)    (27,511)
         Interest credited              21,133      21,689      22,073
                                      --------------------------------

         Ending balance               $444,017     450,224     456,541
                                      ================================

         Net decrease                   (6,207)     (6,317)     (5,438)
                                      ================================

         Percent decrease               -1.38%      -1.38%       -1.18%
                                      =================================
</TABLE>

The following table shows rate and maturity information for the Bank's 
certificates of deposit as of June 30, 1998.

<TABLE>
<CAPTION>

                                  0.00%-      5.00%-     6.00%-     7.00%-               Percent
                                  4.99%       5.99%      6.99%      7.99%      Total     of Total
                                 ----------------------------------------------------------------
 
                                                      (Dollars in Thousands)
Certificate accounts maturing
in quarter ending:

<S>                              <C>         <C>        <C>         <C>       <C>         <C>
September 30, 1998               $15,339      33,400      3,741        99      52,579      18.2%
December 31, 1998                  8,374      27,375      1,160         -      36,909      12.8%
March 31, 1999                       458      18,944     24,914       154      44,470      15.4%
June 30, 1999                      1,911      13,844     13,978         -      29,733      10.3%
September 30, 1999                   977      16,187      7,226     1,884      26,274       9.1%
December 31, 1999                    741       5,610      7,458        50      13,859       4.8%
March 31, 2000                     1,105       4,939      8,272     2,310      16,626       5.8%
June 30, 2000                        539       3,246      7,170       115      11,070       3.8%
September 30, 2000                    40       1,817      5,248         -       7,105       2.5%
December 31, 2000                      -       1,929      2,370         -       4,299       1.5%
March 31, 2001                         -       3,167      1,068         -       4,235       1.5%
June 30, 2001                          -       3,643        133         -       3,776       1.3%
September 30, 2001                     -       1,375        300        50       1,725       0.6%
Thereafter                             -       5,649     26,857     3,134      35,640      12.4%
                                 ---------------------------------------------------------------

    Total                        $29,484     141,125    109,895     7,796     288,300     100.0%
                                 ===============================================================

    Percent of total                10.2%       49.0%      38.1%      2.7%      100.0%
                                 =====================================================

</TABLE>

The following table indicates the amount of the Bank's certificates of 
deposit by time remaining until maturity as of June 30, 1998.

<TABLE>
<CAPTION>

                                                                Maturity
                                               ------------------------------------------
                                                            Over      Over
                                               3 Months    3 to 6    6 to 12      Over
                                                or Less    Months    Months     12 months     Total
                                               -----------------------------------------------------
                                               (Dollars in Thousands)

<S>                                            <C>         <C>       <C>         <C>         <C>
Certificates of deposit less than $100,000     $45,981     25,432    63,503      104,834     239,750

Certificates of deposit greater than
 or equal to $100,000                            6,598     11,477    10,700       19,775      48,550 
                                               -----------------------------------------------------

Total certificates of deposit                  $52,579     36,909    74,203      124,609     288,300
                                               =====================================================

</TABLE>

Subsidiary and Other Activities

First Federal and FFY Holdings, Inc. are wholly-owned subsidiaries of the 
Holding Company.  First Federal has one subsidiary--Ardent Service 
Corporation (Ardent), which was formed on July 16, 1997 for the purpose of 
being a 50% owner of Hedgerows Development, Ltd., a limited liability 
company formed for the purpose of constructing, marketing and selling 
residential condominium units.  Ardent is a wholly-owned subsidiary of First 
Federal.  


Competition

First Federal's business of originating loans and attracting deposits is 
highly competitive.  First Federal competes actively with other savings and 
loan associations, national and state banks, commercial banks, credit 
unions, mortgage bankers and other financial service entities.  The primary 
factors in competing for loans are interest rates, loan fees, timing and 
quality of service.  The primary factors in competing for deposits are 
interest rates, customer service and convenience of office locations.


Employees

At August 31, 1998, the Bank had a total of 194 employees, including 53 
part-time employees.  The Bank's employees are not represented by any 
collective bargaining group.  Management considers its employee relations to 
be good. 


Regulation

General.  First Federal is a federally chartered savings bank, the deposits 
of which are federally insured and backed by the full faith and credit of 
the United States Government.  Accordingly, First Federal is subject to 
broad federal regulation and oversight extending to all of its operations.  
First Federal is a member of the Federal Home Loan Bank of Cincinnati and is 
subject to certain limited regulation by the Board of Governors of the 
Federal Reserve System (Federal Reserve Board).  First Federal is a member 
of the Savings Association Insurance Fund (SAIF) and the deposits of First 
Federal are insured by the FDIC.  As a result, the FDIC has certain 
regulatory and examination authority over First Federal. Certain of these 
regulatory requirements and restrictions are discussed below or elsewhere in 
this document.

The Holding Company, as a savings and loan holding company within the 
meaning of the Home Owners Loan Act (HOLA), is subject to OTS regulations, 
examinations, supervision and reporting requirements.  As a subsidiary of a 
savings and loan holding company, the Bank is subject to certain 
restrictions in its dealings with the Holding Company.

Federal Regulation of Savings Associations.  The OTS, as the Bank's primary 
federal regulator and chartering authority, and the FDIC, as the insurer of 
its deposits, have extensive authority over the operations of savings 
associations.  As part of this authority, First Federal is required to file 
periodic reports with the OTS and is subject to periodic examinations by the 
OTS and the FDIC.  The last regular OTS examinations of First Federal were 
as of March 31, 1997 for safety and soundness and April 30, 1997 for 
compliance.  The last FDIC examination of First Federal was as of June 30, 
1990.  Under agency scheduling guidelines, it is likely that another 
examination by the OTS or the FDIC will be initiated in the near future.  
All savings associations are subject to a semi-annual assessment, based upon 
the savings association's total assets, to fund the operations of the OTS.  
First Federal's OTS assessment for the fiscal year ended June 30, 1998 was 
$130,000.

The OTS also has extensive enforcement authority over all savings 
institutions and their holding companies, including First Federal and the 
Holding Company.  This enforcement authority includes, among other things, 
the ability to assess civil money penalties, to issue cease-and-desist or 
removal orders and to initiate injunctive actions.  In general, these 
enforcement actions may be initiated for violations of laws and regulations 
and unsafe or unsound practices.  Other actions or inactions may provide the 
basis for enforcement action, including misleading or untimely reports filed 
with the OTS.  Except under certain circumstances, public disclosure of 
final enforcement actions by the OTS and the FDIC is required.

In addition, the investment, lending and branching authority of First 
Federal is prescribed by federal laws and regulations, and it is prohibited 
from engaging in any activities not permitted by such laws and regulations.  
For instance, no savings institution may invest in non-investment grade 
corporate debt securities not rated in one of the four highest rating 
categories by a nationally recognized rating organization.  In addition, the 
permissible level of investment by federal associations in loans secured by 
non-residential real property may not exceed 400% of the institution's 
regulatory capital, except with approval of the OTS.  Federal savings 
associations are also generally authorized to branch nationwide.  First 
Federal is in compliance with the noted restrictions.  

First Federal's general permissible lending limit for loans-to-one-borrower 
is equal to the greater of $500,000 or 15% of unimpaired capital and surplus 
(except for loans fully secured by certain readily marketable collateral, in 
which case this limit is increased to 25% of unimpaired capital and 
surplus).  At June 30, 1998, First Federal's lending limit under this 
restriction was $8.4 million.  First Federal is in compliance with the 
loans-to-one-borrower limitation.

The OTS, as well as other federal banking agencies, has adopted guidelines 
establishing safety and soundness standards on matters such as loan 
underwriting and documentation, asset quality, earnings standards, internal 
controls and audit systems, interest rate risk exposure and compensation and 
other employee benefits.  Any institution which fails to comply with these 
standards must submit a compliance plan.  A failure to submit a plan or to 
comply with an approved plan will subject the institution to further 
enforcement action.

Insurance of Accounts and Regulation by the FDIC.  First Federal is a member 
of the SAIF, which is administered by the FDIC.  Deposits are insured up to 
$100,000 per insured member (as defined by law and regulation) by the FDIC 
and such insurance is backed by the full faith and credit of the United 
States Government.  As insurer, the FDIC imposes deposit insurance premiums 
and is authorized to conduct examinations of and to require reporting by 
FDIC-insured institutions.  It also may prohibit any FDIC-insured 
institution from engaging in any activity the FDIC determines by regulation 
or order to pose a serious risk to the FDIC.  The FDIC also has the 
authority to initiate enforcement actions against savings associations, 
after giving the OTS an opportunity to take such action, and may terminate 
the deposit insurance of an institution if it determines that the 
institution has engaged or is engaging in unsafe or unsound practices, or is 
in an unsafe or unsound condition.  

Both the SAIF and the Bank Insurance Fund (BIF), the federal deposit 
insurance fund that covers the deposits of state and national banks and 
certain state savings banks, are required by law to attain and maintain a 
reserve ratio of 1.25% of the insured deposits.  The BIF has achieved the 
required reserve rate, and as a result, the FDIC reduced the average deposit 
insurance premium paid by BIF-insured banks to a level substantially below 
the average premium paid by savings institutions.  Legislation was enacted 
September 30, 1996 to eliminate the premium differential between SAIF-
insured institutions and BIF-insured institutions.  The legislation provided 
that all insured depository institutions with SAIF-assessable deposits as of 
March 31, 1995 pay a special one-time assessment at 65.7 basis points to 
recapitalize the SAIF.  Based on its level of SAIF deposits at March 31, 
1995, the Bank paid a tax deductible special assessment of $3.0 million in 
November 1996, which was recorded as of September 30, 1996.  The current 
SAIF premium schedule ranges from 0% to .27% of deposits, down from .23% to 
 .31% of deposits as a result of the SAIF special assessment and is the same 
as the schedule applicable to BIF-insured deposits.  Under the system, 
institutions classified as well capitalized and considered healthy pay the 
lowest premium while institutions that are less than adequately capitalized 
and considered of substantial supervisory concern pay the highest premium.  
Based on its regulatory capital as of June 30, 1998, the Bank qualified as a 
"well capitalized" institution, and is not currently assessed deposit 
insurance premiums.  All FDIC insured institutions are, however, subject to 
an assessment on deposits to fund the repayment of obligations issued in the 
1980's to help resolve the thrift crisis.  The current assessment for SAIF-
insured deposits is 6.48 basis points and 1.30 basis points for BIF-insured 
deposits.  These assessments are subject to change based upon the level of 
BIF and SAIF deposits.  Beginning no later than the year 2000, the 
assessment is anticipated to be about 2.5 basis points for both BIF- and 
SAIF-insured institutions as a result of BIF-insured institutions fully 
participating in the assessment.

The FDIC is authorized to increase assessment rates if it determines that 
the reserve ratio of the SAIF will be less than the designated reserve ratio 
of 1.25% of SAIF insured deposits.  In setting these increased assessments, 
the FDIC must seek to restore the reserve ratio to that designated reserve 
level, or such higher reserve ratio as established by the FDIC.  In 
addition, the FDIC may impose special assessments on SAIF members to repay 
amounts borrowed from the United States Treasury or for any other reason 
deemed necessary by the FDIC.

Regulatory Capital Requirements.  Federally insured savings associations, 
such as First Federal, are required to maintain a minimum level of 
regulatory capital.  Failure to meet minimum capital requirements can 
initiate certain mandatory and possible discretionary actions by regulators, 
which could have a direct material effect on the Bank's statement of 
condition and results of operations.  Under capital adequacy guidelines and 
the regulatory framework for prompt corrective action, the Bank must meet 
specific capital guidelines that involve quantitative measures of the Bank's 
assets, liabilities and certain off-balance sheet items as calculated under 
regulatory accounting practices.  The Bank's capital amounts and 
classification are also subject to qualitative judgments by the regulators 
about components, risk weights and other factors.  

The Bank's capital requirements include tangible capital, core capital and 
total risk-based capital.  Under the tangible capital requirement, a savings 
association must maintain tangible capital in an amount equal to at least 
1.5% of adjusted total assets.  At June 30, 1998, the Bank had tangible 
capital of $53.3 million, or 8.5% of adjusted total assets.  Under the core 
capital requirement, a savings association must maintain core capital in an 
amount equal to at least 3.0% of adjusted total assets.  At June 30, 1998, 
the Bank had core capital of $53.3 million, or 8.5% of adjusted total 
assets.  Under the total risk-based capital requirement, a savings 
association must maintain core capital equal to at least 4.0% of risk-
weighted assets and total capital equal to at least 8.0% of risk-weighted 
assets.  At June 30, 1998, the Bank had total risk-based capital of $54.9 
million, or 14.3% of risk-weighted assets.  In determining the amount of 
risk-weighted assets, all assets, including certain off-balance sheet items, 
will be multiplied by a risk weight ranging from 0% to 100% based on the 
risk inherent in the type of asset.  For example, the OTS has assigned a 
risk weight of 50% for prudently underwritten permanent one-to-four family 
first lien mortgage loans not more than 90 days delinquent and having a 
loan-to-value ratio of not more than 80% at origination unless insured to 
such ratio by an insurer approved by FNMA or FHLMC.  Refer to Note 8 of the 
Notes to Consolidated Financial Statements in the Annual Report to 
Stockholders included as Exhibit 13 herein regarding compliance with 
regulatory capital requirements.

The OTS has adopted a final rule that requires every savings association 
with more than normal interest rate risk exposure to deduct from its total 
capital, for purposes of determining compliance with such requirement, an 
amount equal to 50% of its interest-rate risk exposure multiplied by the 
present value of its assets.  This exposure is a measure of the potential 
decline in the portfolio value of a savings association, greater than 2% of 
the present value of its assets, based upon a hypothetical 200 basis point 
increase or decrease in interest rates (whichever results in a greater 
decline).  Net portfolio value is the present value of expected cash flows 
from assets, liabilities and off-balance sheet contracts.  The rule provides 
for a two quarter lag between calculating interest value risk and 
recognizing any deduction from capital.    The OTS announced that it will 
delay the effectiveness of the rule until it evaluates the implementation of 
the process by which savings associations may appeal an interest rate risk 
deduction determination.  Any savings association with less than $300 
million in assets and a total capital ratio in excess of 12% is exempt from 
this requirement unless the OTS determines otherwise.  The Bank does not 
anticipate that this final rule will affect its ability to meet its 
regulatory capital requirements.

The OTS has adopted regulations governing prompt corrective action to 
resolve the problems of capital deficient and otherwise troubled 
institutions.  At each successively lower defined capital category, an 
institution is subject to more restrictive and numerous mandatory or 
discretionary regulatory actions or limits, and the OTS has less flexibility 
in determining how to resolve the problems of the institution.  Under the 
regulations, an institution shall be deemed to be (i) "well capitalized" if 
it has total risk-based capital ratio of 10.0% or more, a Tier-1 risk-based 
capital ratio of 6.0% or more, a Tier-1 leverage capital ratio of 5.0% or 
more and is not subject to any order or final capital directive to meet and 
maintain a specific capital level for any capital measure; (ii) "adequately 
capitalized" if it has a total risk-based capital ratio of 8.0% or more, a 
Tier-1 risk-based capital ratio of 4.0% or more, a Tier-1 leverage capital 
ratio of 4.0% or more (3.0% under certain circumstances) and does not meet 
the definition of "well capitalized"; (iii) "undercapitalized" if it has a 
total risk-based capital ratio that is less than 8.0%, a Tier-1 risk-based 
capital ratio that is less than 4.0% or a Tier-1 leverage capital ratio that 
is less than 4.0% (3.0% under certain circumstances); (iv) "significantly 
undercapitalized" if it has a total risk-based capital ratio that is less 
than 6.0%, a Tier-1 risk-based capital ratio that is less than 3.0% or a 
Tier-1 leverage capital ratio that is less than 3.0%, and (v) "critically 
undercapitalized" if it has a ratio of tangible equity to total assets that 
is equal to or less than 2.0%.  Regulations also specify circumstances under 
which a federal banking agency may reclassify a well capitalized institution 
as adequately capitalized and may require an adequately capitalized 
institution or an undercapitalized institution to comply with supervisory 
actions as if it were in the next lower category.  An institution that is 
significantly undercapitalized may not be reclassified as critically 
undercapitalized.  As of June 30, 1998, First Federal believes it qualifies 
as a "well capitalized" institution under the prompt corrective action 
rules.

Limitations on Dividends and Other Capital Distributions.  OTS regulations 
impose various restrictions or requirements on associations with respect to 
their ability to pay dividends or make other distributions of capital.  OTS 
regulations prohibit an association from declaring or paying any dividends 
or from repurchasing any of its stock if, as a result, the regulatory 
capital of the association would be reduced below the amount required to be 
maintained for the liquidation account established in connection with its 
mutual to stock conversion.  See Note 14 of the Notes to Consolidated 
Financial Statements in the Annual Report to Stockholders included as 
Exhibit 13 herein.

The OTS utilizes a three-tiered approach to permit associations, based on 
their capital level and supervisory condition, to make capital distributions 
which include dividends, stock redemptions or repurchases, cash-out mergers 
and other transactions charged to the capital account (see "-Regulatory 
Capital Requirements").

Generally, Tier 1 associations, which are associations that before and after 
the proposed distribution meet their fully phased-in capital requirements, 
may make capital distributions during any calendar year equal to the greater 
of 100% of net income for the year-to-date plus 50% of the amount by which 
the lesser of the association's "surplus capital ratio" (the excess capital 
over its fully phased-in capital requirements), as measured at the beginning 
of the calendar year, or the amount authorized for a Tier 2 association.  
However, a Tier 1 association deemed to be in need of more than normal 
supervision by the OTS may be downgraded to a Tier 2 or Tier 3 association 
as a result of such a determination.  First Federal meets the requirements 
for a Tier 1 association and has not been notified of a need for more than 
normal supervision.  Tier 2 associations, which are associations that before 
and after the proposed distribution meet their current minimum capital 
requirements, may make capital distributions of up to 75% of net income over 
the most recent four quarter period.  Tier 3 associations (which are 
associations that do not meet current minimum capital requirements) that 
propose to make any capital distribution and Tier 2 associations that 
propose to make a capital distribution in excess of the noted safe harbor 
level must obtain OTS approval prior to making such distribution.  Tier 2 
associations proposing to make a capital distribution within the safe harbor 
provisions and Tier 1 associations proposing to make any capital 
distribution need only submit written notice to the OTS 30 days prior to 
such distribution.  As a subsidiary of the Holding Company, First Federal is 
required to give the OTS 30 days notice prior to declaring any dividend on 
its stock.  The OTS may object to the distribution during that 30-day period 
based on safety and soundness concerns.  See Note 14 of the Notes to 
Consolidated Financial Statements in the Annual Report to Stockholders 
included as Exhibit 13 herein for a detail of distributions from the Bank to 
the Holding Company.

The OTS has proposed regulations that would revise the current capital 
distribution restrictions.  The proposal eliminates the current tiered 
structure and the safe-harbor percentage limitations.  Under the proposal, a 
savings association may make a capital distribution without notice to the 
OTS (unless it is a subsidiary of a holding company) provided that it has a 
CAMEL 1 or 2 rating, is not in troubled condition (as defined by regulation) 
and would remain adequately capitalized (as defined in the OTS prompt 
corrective action regulations) following the proposed distribution.  Savings 
associations that would remain adequately capitalized following the proposed 
distribution, but do not meet the other noted requirements, must notify the 
OTS 30 days prior to declaring a capital distribution.  The OTS stated it 
will generally regard as permissible that amount of capital distributions 
that do not exceed 50% of the institution's excess regulatory capital plus 
net income to date during the calendar year.  A savings association may not 
make a capital distribution without prior approval of the OTS and the FDIC 
if it is undercapitalized before, or as a result of, such a distribution.  
As under the current rule, the OTS may object to a capital distribution if 
it would constitute an unsafe  or unsound practice.  No assurance may be 
given as to whether or in what form the regulations may be adopted.  The 
Bank does not anticipate that these regulations, as proposed, will affect 
its ability to make capital distributions.

Liquidity.  All savings associations, including First Federal, 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.  This liquid 
asset ratio requirement may vary from time to time depending upon economic 
conditions and savings flows of all savings associations.  In November 1997, 
the OTS revised its liquidity rule to lower the minimum requirement from 5% 
to 4%, the lowest level permitted by current law and eliminate the 1% short-
term liquidity requirement.  The OTS also expanded the types of investments 
considered to be liquid assets and removed the requirement that certain 
investments must mature within 5 years in order to qualify as a liquid 
asset.  At June 30, 1998, the Bank was in compliance with the applicable 
regulatory liquidity requirements.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations - Liquidity and 
Cash Flows" contained in the Annual Report to Stockholders included as 
Exhibit 13 herein.

Accounting.  An OTS policy statement applicable to all savings associations 
clarifies and re-emphasizes that the investment activities of a savings 
association must be in compliance with approved and documented investment 
policies and strategies, and must be accounted for in accordance with GAAP.  
Under the policy statement, management must support its classification of 
and accounting for loans and securities (i.e., whether held for investment, 
sale or trading) with appropriate documentation.  First Federal is in 
compliance with these amended rules.

The OTS has adopted an amendment to its accounting regulations, which may be 
made more stringent than GAAP by the OTS, to require that transactions be 
reported in a manner that best reflects their underlying economic substance 
and inherent risk and that financial reports must incorporate any other 
accounting regulations or orders prescribed by the OTS.  First Federal is in 
compliance with these amended rules.

Qualified Thrift Lender Test.  All savings associations, including First 
Federal, are required to meet a qualified thrift lender (QTL) test to avoid 
certain restrictions on their operations.  This test requires a savings 
association to have at least 65% of its portfolio assets (which consists of 
total assets less intangibles, properties used to conduct the savings 
association's business and liquid assets not exceeding 20% of total assets) 
in qualified thrift investments on a monthly average for nine out of every 
12 months on a rolling basis.  As an alternative, the savings association 
may maintain 60% of its assets specified by Section 7701(a)(19) of the 
Internal Revenue Code of 1986, as amended (the "Code").  Under either test, 
such assets primarily consist of residential housing related loans and 
investments.  At June 30, 1998, First Federal met the QTL test and has 
always met the test since its effectiveness.  At June 30, 1998, First 
Federal's QTL percentage was 90.6%.

Any savings association that fails to meet the QTL test must convert to a 
national bank charter, unless it requalifies as a QTL and thereafter remains 
a QTL.  If an association does not requalify and converts to a national bank 
charter, it must remain SAIF-insured until the FDIC permits it to transfer 
to the BIF.  If such an association has not yet requalified or converted to 
a national bank, its new investments and activities are limited to those 
permissible for both a savings association and a national bank, and it is 
limited to national bank branching rights in its home state.  In addition, 
the association is immediately ineligible to receive any new FHLB borrowings 
and is subject to national bank limits for payment of dividends.  If such 
association has not requalified or converted to a national bank within three 
years after the failure, it must divest of all investments and cease all 
activities not permissible for a national bank.  In addition, it must repay 
promptly any outstanding FHLB borrowings, which may result in prepayment 
penalties.  If any association that fails the QTL test is controlled by a 
holding company, then within one year after the failure, the holding company 
must register as a bank holding company and become subject to all 
restrictions on bank holding companies.  See "- Holding Company Regulation."

Community Reinvestment Act.  Under the Community Reinvestment Act (CRA), 
every FDIC-insured institution has a continuing and affirmative obligation 
consistent with safe and sound banking practices to help meet the credit 
needs of its entire community, including low- and moderate-income 
neighborhoods.  The CRA does not establish specific lending requirements or 
programs for financial institutions nor does it limit an institution's 
discretion to develop the types of products and services that it believes 
are best suited to its particular community, consistent with the CRA.  The 
CRA requires the OTS, in connection with the examination of First Federal, 
to assess the institution's record of meeting the credit needs of its 
community and to take such record into account in its evaluation of certain 
applications, such as merger or the establishment of a branch, by First 
Federal.  An unsatisfactory rating may be used as the basis for the denial 
of an application by the OTS.

Due to the heightened attention being given to the CRA in the past few 
years, the Bank may be required to devote additional funds for investment 
and lending in its local community.  The Bank was examined for CRA 
compliance in May 1997 and received a rating of "satisfactory".

Transactions with Affiliates.  Generally, transactions between a savings 
association or its subsidiaries and its affiliates are required to be on 
terms as favorable to the association as transactions with non-affiliates.  
In addition, certain of these transactions are restricted to a percentage of 
the association's capital.  Affiliates of First Federal include the Holding 
Company and any company which is under common control with First Federal.  
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 most affiliates.  Affiliates do not generally include 
subsidiaries, however, the OTS has the discretion to treat subsidiaries of 
savings associations as affiliates on a case by case basis.

Certain transactions with directors, officers or controlling persons are 
also subject to conflict of interest regulations enforced by the OTS.  These 
conflict of interest regulations and other statutes also impose restrictions 
on loans to such persons and their related interests.  Among other things, 
such loans must be made on terms substantially the same as for loans to 
unaffiliated individuals.

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

As a unitary savings and loan holding company, the Holding Company generally 
is not subject to activity restrictions.  If the Holding 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 Holding Company and any of its subsidiaries (other than the Bank or any 
other SAIF-insured savings association) would become subject to such 
restrictions, which generally limit activities to those related to 
controlling a savings association, unless such other associations each 
qualify as a QTL and were acquired in a supervisory acquisition.

If First Federal fails the QTL test, the Holding Company must obtain the 
approval of the OTS prior to continuing after such failure, directly or 
through its other subsidiaries, any business activity other than those 
approved for multiple savings and loan holding companies or their 
subsidiaries.  In addition, within one year of such failure the Holding 
Company must register as, and will become subject to, the restrictions 
applicable to bank holding companies.  The activities authorized for a bank 
holding company are more limited than are the activities authorized for a 
unitary or multiple savings and loan holding company.  See "- Qualified 
Thrift Lender Test."

The Holding Company must obtain approval from the OTS before acquiring 
control of any other SAIF-insured association.  Such acquisitions are 
generally prohibited if they result in a multiple savings and loan holding 
company controlling savings associations in more than one state.  However, 
such interstate acquisitions are permitted based on specific state 
authorization or in a supervisory acquisition of a failing savings 
association.

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

The registration under the Securities Act of the Holding Company's Common 
Stock does not cover the resale of such shares.  Shares of Common Stock 
purchased by persons who are not affiliates of the Holding Company may be 
resold without registration.  Shares purchased by an affiliate (generally 
officers, directors and principal stockholders) of the Holding Company will 
be subject to the resale restrictions of Rule 144 under the Securities Act.  
If the Holding Company meets the current public information requirements of 
Rule 144 under the Securities Act, each affiliate of the Holding Company who 
complies with the other conditions of Rule 144 (including those that require 
the affiliate's sale to be aggregated with those of certain other persons) 
would be able to sell in the public market, without registration, a number 
of shares not to exceed a limited number of shares in any three-month 
period.  

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).  At June 30, 1998, First Federal was in compliance with 
these reserve requirements.  The balances maintained to meet the reserve 
requirements imposed by the Federal Reserve Board may be used to satisfy 
liquidity requirements that may be imposed by the OTS.  See "- Liquidity."

Savings associations are authorized to borrow from the Federal Reserve Bank 
"discount window," but Federal Reserve Board regulations require 
associations to exhaust other reasonable alternative sources of funds, 
including FHLB borrowings, before borrowing from the Federal Reserve Bank.  
The Bank had no discount window borrowings as of June 30, 1998.

Federal Home Loan Bank System.  First Federal is a member of the FHLB of 
Cincinnati, which is one of 12 regional FHLBs, that administers the home 
financing credit function of savings associations.  Each FHLB serves as a 
reserve or central bank for its members within its assigned region.  It is 
funded primarily from proceeds derived from the sale of consolidated 
obligations of the FHLB System.  It makes loans to members (i.e., advances) 
in accordance with policies and procedures established by the board of 
directors of the FHLB.  These policies and procedures are subject to the 
regulation and oversight of the Federal Housing Finance Board.  All advances 
from the FHLB are required to be fully secured by sufficient collateral as 
determined by the FHLB.  In addition, all long-term advances are required to 
provide funds for residential home financing.

As a member, First Federal is required to purchase and maintain stock in the 
FHLB of Cincinnati.  At June 30, 1998, First Federal had $4.5 million in 
FHLB stock which was in compliance with this requirement.  In past years, 
First Federal has received substantial dividends on its FHLB stock.  Over 
the past five fiscal years, such dividends have averaged 6.8% and were 7.3% 
for fiscal year 1998.  For the year ended June 30, 1998, dividends paid by 
the FHLB of Cincinnati to First Federal totaled $312,000 which represented a 
$33,000 increase from the amount of dividends received in fiscal year 1997.

Under federal law the FHLBs are required to provide funds for the resolution 
of troubled savings associations and to contribute to low- and moderately 
priced housing programs through direct loans or interest subsidies on 
advances targeted for community investment and low- and moderate-income 
housing projects.  These contributions have affected adversely the level of 
FHLB dividends paid and could continue to do so in the future.  These 
contributions could also have an adverse effect on the value of FHLB stock 
in the future.  A reduction in value of First Federal's FHLB stock may 
result in a corresponding reduction in First Federal's capital.

Federal Taxation.  Certain 1996 tax legislation significantly affected 
thrift institutions such as the Bank regarding bad debt provisions.  Large 
thrifts (see below) were required to switch to the specific charge-off 
method of Section 166 while small thrifts switched to the reserve method of 
Section 585 (the method used by small commercial banks).  Under the specific 
charge-off method for large thrifts, charge-offs are deducted and recoveries 
are taken into taxable income as incurred.  The legislation eliminated the 
percentage of taxable income method for computing additions to the thrift 
tax bad debt reserves for tax years beginning after December 31, 1995 which 
affected First Federal beginning in fiscal year ended June 30, 1997.  The 
legislation also required that thrift institutions such as the Bank 
recapture all or a portion of their tax bad debt reserves added since the 
base year.  For the Bank, the base year is June 30, 1988 and the tax bad 
debt reserves added since that date were $3.4 million.  The amount of the 
reserves to be recaptured depends upon whether the institution is considered 
a large institution for tax purposes. As the Bank has previously provided
deferred taxes on the recapture amounts, no additional financial statement tax
expense will result from the recapture.

An institution is considered large if the quarterly average of the 
institution's (or the consolidated group's) total assets exceeds $500 
million for the year.  The Bank is considered a large institution and is 
required to recapture the excess of its bad debt reserves beginning in 
fiscal year 1997 ratably over a six year period.  However, postponement of 
the recapture is possible for a two year period and will generally allow 
institutions, such as the Bank, to suspend such recapture for the first two 
years.  In order to postpone the bad debt reserve recapture, the Bank must 
meet a minimum level of mortgage lending activity for those years.  The 
level of mortgage lending activity needed to qualify for this suspension is 
the institution's average mortgage lending activity for the six taxable 
years preceding June 30, 1997.  For this purpose, only home purchase and 
home improvement loans qualify (refinancing and home equity loans do not 
qualify) and financial institutions can elect to have the tax years with the 
highest and lowest lending activity removed from the average calculation.  
For fiscal years 1997 and 1998, the Bank qualified for postponement of the 
bad debt recapture.

The base year reserves and the supplemental reserve are not forgiven.  These 
reserves continue to be subject to the section 593(e) recapture penalty and 
are treated as a section 381(c) attribute for purposes of certain corporate 
acquisitions.  There are other ancillary provisions affected by the repeal 
of section 593, most notably the repeal of section 595 which provides 
thrifts with special treatment on foreclosure of property securing loans.  
Section 595 is repealed for property acquired in taxable years beginning 
after December 31, 1995.

Under section 593(e), earnings appropriated for bad debt reserves and 
deducted for federal income tax purposes cannot be used by the Bank to pay 
cash dividends or distributions to the Holding Company without the Bank 
including the amount in taxable income, together with an amount deemed 
necessary to pay the resulting income tax.  Thus, any dividends to the Holding 
Company that would reduce amounts appropriated to the Bank's bad debt reserves 
and deducted for federal income tax purposes could create a tax liability for 
the Bank.  The Bank does not intend to pay dividends that would result in a 
recapture of its bad debt reserves.

In addition to the regular income tax, corporations, including savings 
associations such as the Bank, generally are subject to a minimum tax.  An 
alternative minimum tax is imposed at a minimum tax rate of 20% on 
alternative minimum taxable income, which is the sum of a corporation's 
regular taxable income (with certain adjustments) and tax preference items, 
less any available exemption.  Net operating losses can offset no more than 
90% of alternative minimum taxable income.  The alternative minimum tax is 
imposed to the extent it exceeds the corporation's regular income tax.

The Holding Company, FFY Holdings, Inc., the Bank and the Bank's subsidiary, 
Ardent Service Corp. file consolidated federal income tax returns on a 
fiscal year basis using the accrual method of accounting.

The Bank has been audited by the Internal Revenue Service with respect to 
federal income tax returns through tax year 1991 and has federal income tax 
returns which are open and subject to audit for the tax years 1995 through 
1997.  With respect to years examined by the IRS, all deficiencies have been 
satisfied.  In the opinion of management, any examination of still open 
returns would not result in a deficiency which could have a material adverse 
effect on the financial condition of the Company.

For additional information regarding federal taxation, see Note 11 of the 
Notes to the Consolidated Financial Statements in the Annual Report to 
Stockholders included as Exhibit 13 herein.

Ohio Taxation.  As a federally chartered savings bank, the Bank is subject 
to an Ohio franchise tax based on its net worth plus certain reserve 
amounts.  Total net worth for this purpose is reduced by certain exempted 
assets.  The resultant net worth was taxed at a rate of 1.5% for the 1998 
return, which was based on net worth as of June 30, 1997.  The Bank's state 
franchise tax returns are open and subject to audit for the years 1995 
through 1998. 

The Holding Company is subject to the Ohio franchise tax on holding 
companies of financial institutions.  The tax imposed is the greater of the 
tax on net worth after adjustments to exclude the portion attributable to 
the financial institution or the tax on net income.  The tax on net income 
is computed on federal taxable income adjusted to exclude distributions from 
the financial institution, and subject to certain other adjustments.  The 
rate of tax differs for the net worth and net income computations and can 
include a surtax if based on net income and an add-on litter tax under 
either method.  The Company's state franchise tax returns are open and 
subject to audit for the years 1995 through 1998.

Recent Ohio legislation will change the computation of tax and the rate of tax
for future years for both financial institutions and holding companies.

Delaware Taxation.  As a Delaware holding company, the Holding Company is 
exempted from Delaware corporate income tax but is required to file an 
annual report with and pay an annual fee to the State of Delaware.  The 
Holding Company is also subject to an annual franchise tax imposed by the 
State of Delaware. 


Executive Officers of the Holding Company and the Bank

The following table sets forth certain information regarding executive 
officers of the Holding Company and the Bank at June 30, 1998 who are not 
also directors.

<TABLE>
<CAPTION>

                           Age at         Positions Held with Bank
       Name             June 30, 1998        and Holding Company
------------------------------------------------------------------

<S>                          <C>          <S>
Therese Ann Liutkus          39           Treasurer and CFO of the Bank
                                          and the Holding Company

David S. Hinkle              40           Vice President of the Bank

Mark S. Makoski              48           Vice President of the Bank

J. Craig Carr                50           Vice President and General Counsel
                                          of the Bank and Holding Company

</TABLE>

The business experience of the executive officers who are not also not 
directors is set forth below.

Therese Ann Liutkus - Ms. Liutkus has served as Treasurer of the Bank and 
Holding Company since January 1996 and March 1996, respectively, as well as 
Chief Financial Officer of the Bank and Holding Company since October 1996.  
Ms. Liutkus has also served as Treasurer of FFY Holdings, Inc. since 
September 1997.  Ms. Liutkus is responsible for the activities of the 
securities portfolios and oversees the accounting functions.  After joining 
the Bank in 1986, Ms. Liutkus has served as the Bank's Internal Auditor 
through 1989, and served as Accounting Manager of the Bank from 1990 to 
1995.  She earned a BBA degree in accounting from Cleveland State University 
is a Certified Public Accountant and member of both the American Institute 
of CPAs and Ohio Society of CPAs.

David S. Hinkle - Mr. Hinkle has served as Vice President of the Bank since 
January 1996.  Mr. Hinkle is responsible for overall Bank operations 
including information systems (including Year 2000 compliance), check 
processing facilities management, purchasing and courier services.  He began 
his career with the Bank in 1979 as a member of the data processing 
department and was appointed an Assistant Treasurer in 1982.  He earned a 
Bachelor of Science degree in Management in 1981 from Youngstown State 
University.  Mr. Hinkle is a member of the Board of Directors for Humility 
of Mary Information Systems.

Mark S. Makoski - Mr. Makoski has served as Vice President of the Bank since 
January 1996.  Mr. Makoski is responsible for marketing, sales and deposits 
of the Bank.  He has served in various capacities since joining the Bank in 
1982,  including Internal Auditor from 1982 through 1986, Assistant 
Treasurer from 1987 through 1991 and Assistant Vice President from 1992 
through 1995.  He earned a Bachelor of Science degree in Business 
Administration from Milligan College in Tennessee.  Mr. Makoski belongs to 
the Canfield Fair Board, Mahoning County Securities Officers Group and 
Austintown Rotary.

J. Craig Carr - Mr. Carr has served as Vice President of the Bank and 
Holding Company since July 1997, Assistant Vice President of the Bank from 
1991 to June 1997 and General Counsel since joining the Bank in 1974.  Mr. 
Carr has also served as Vice President of FFY Holdings and Ardent Service 
Corp. since September 1997.  Mr. Carr conducts the general legal work of the 
Bank, supervises the in-house title department and advises and counsels all 
officers and departments.  He earned a Bachelor of Arts degree in Political 
Science from Miami University of Ohio and Juris Doctor Degree from Ohio 
State University College of Law.  Mr. Carr is a member of the Ohio State and 
Mahoning County Bar Associations.


Item 2.  Properties

The Bank owns its main office building.  At June 30, 1998, the Bank owned 
six of its branch offices and the remaining six branch offices, including 
two limited service facilities, were leased.  As of June 30, 1998, the net 
book value of the Bank's investment in premises, equipment and leaseholds, 
excluding computer equipment and software, was approximately $6.7 million.

The Bank's accounting and record keeping activities are maintained on an in-
house data processing system.  The Bank owns data processing equipment it 
uses for its internal processing needs.  The net book value of such data 
processing equipment and related software, including the new comprehensive 
software system to run the core banking operation (see "Management's 
Discussion and Analysis of Financial Condition and Results of Operations - 
Year 2000" contained in the Annual Report to Shareholders included as 
Exhibit 13 herein) was $1.1 million at June 30, 1998.


Item 3.  Legal Proceedings

First Federal is involved as plaintiff or defendant in various legal actions 
arising in the normal course of business.  While the ultimate outcome of 
these proceedings cannot be predicted with certainty, it is the opinion of 
management, after consultation with counsel representing First Federal in 
the proceedings, that the resolution of these proceedings should not have a 
material effect on the Bank's results of operations.


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

No matter was submitted to a vote of security holders, through the 
solicitation of proxies or otherwise, during the quarter ended June 30, 
1998.


                                   PART II


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

The information under the caption "Market Prices and Dividends Declared" on 
page 18 of the 1998 Annual Report to Stockholders which portions attached 
hereto as Exhibit 13 is herein incorporated by reference.


Item 6.  Selected Financial Data

Pages 4 through 6 of the 1998 Annual Report to Stockholders which portions 
attached hereto as Exhibit 13 are herein incorporated by reference.


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

Pages 7 through 19 of the 1998 Annual Report to Stockholders which portions 
attached hereto as Exhibit 13 are herein incorporated by reference.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Pages 14 and 15 of the 1998 Annual Report to Stockholders which portions 
attached hereto as Exhibit 13 are herein incorporated by reference.


Item 8.  Financial Statements and Supplementary Data

Pages 20 through 42 of the 1998 Annual Report to Stockholders which portions 
attached hereto as Exhibit 13 are herein incorporated by reference.


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

Not applicable.


                                  PART III


Item 10. Directors and Executive Officers of the Registrant

Executive Officers of the Holding Company and the Bank

Information regarding the executive officers of the Holding Company and the 
Bank who are not directors is contained in Part I of this Form 10-K and 
incorporated herein by reference.

Directors of the Holding Company and the Bank

Information concerning Directors of the Holding Company and the Bank is 
incorporated herein by reference from the definitive Proxy Statement for the 
Annual Meeting of Stockholders to be held in 1998, a copy of which has been 
filed with the Securities and Exchange Commission.

Section 16(a) Beneficial Ownership Reporting Compliance

Information concerning compliance with the reporting requirements of Section 
16(a) of the Securities and Exchange Act of 1934 by the Holding Company's 
directors, officers and greater than 10% beneficial owners is incorporated 
herein by reference from the definitive proxy statement for the Annual 
Meeting of Stockholders to be held in 1998, a copy of which has been filed 
with the Securities and Exchange Commission.

Under the federal securities laws, Holding Company directors, certain 
officers and 10% shareholders are required to report to the Securities and 
Exchange Commission, by specific due dates, transactions and holdings in the 
Holding Company stock.  The Bank believes that during fiscal year 1998, all 
of these filing requirements were satisfied, except for the inadvertent 
omission of an option exercise by Director Izzo-Cartwright, which omission 
has been subsequently corrected.


Item 11. Executive Compensation

Information concerning executive compensation is incorporated herein by 
reference from the definitive Proxy Statement for the Annual Meeting of 
Stockholders to be held in 1998, a copy of which has been filed with the 
Securities and Exchange Commission.


Item 12. Security Ownership of Certain Beneficial Owners and Management

Information concerning security ownership of certain beneficial owners and 
management is incorporated herein by reference from the definitive Proxy 
Statement for the Annual Meeting of Stockholders to be held in 1998, a copy 
of which has been filed with the Securities and Exchange Commission.


Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions is 
incorporated herein by reference from the definitive Proxy Statement for the 
Annual Meeting of Stockholders to be held in 1998, a copy of which has been 
filed with the Securities and Exchange Commission. 



                                   PART IV


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

(a) (1)  Financial Statements

The following information appearing in the Holding Company's Annual Report 
to Stockholders for the year ended June 30, 1998, is incorporated by 
reference in this Annual Report on Form 10-K as Exhibit 13.

<TABLE>
<CAPTION>

                                                            Pages in
Annual Report Section                                     Annual Report
-----------------------------------------------------------------------

<S>                                                          <C>
Selected Financial Data and Other Data                          4-6

Management's Discussion and Analysis of Financial
 Condition and Results of Operations                           7-19

Common Stock and Related Information                             18

Consolidated Statements of Financial Condition as of
 June 30, 1998 and 1997                                          20

Consolidated Statements of Income for Years Ended
 June 30, 1998, 1997 and 1996                                    21

Consolidated Statements of Changes in Stockholders'
 Equity for Years Ended June 30, 1998, 1997 and 1996          22-23

Consolidated Statements of Cash Flows for Years Ended
 June 30, 1998, 1997 and 1996                                    24

Notes to Consolidated Financial Statements                    25-41

Independent Auditors' Report                                     42

</TABLE>

With the exception of the aforementioned information, the Holding Company's 
Annual Report to Stockholders for the year ended June 30, 1998 is not deemed 
filed as part of this Annual Report on Form 10-K.



(a) (2)  Financial Statement Schedules

All financial statement schedules have been omitted as the required 
information is inapplicable or has been included in the Consolidated 
Financial Statements.

(a) (3)  Exhibits

<TABLE>
<CAPTION>

                                                                   Reference to
                                                                   Prior Filing
Regulation                                                          or Exhibit
   S-K                                                                Number
 Exhibit                                                             Attached
  Number                          Document                            Herein
-------------------------------------------------------------------------------

  <S>          <C>                                                      <C>
   2           Plan of acquisition, reorganization,
                arrangement, liquidation or succession                  None
   3(i)        Articles of Incorporation                                *
   3(ii)       By-Laws                                                  *
   4           Instruments defining the rights of security holders,
                including indentures                                    *
   9           Voting trust agreement                                   None
  10           Material contracts
                 Executive Compensation Plans and Arrangements          *
                 Employment Contracts                                   *
                 Recognition and Retention Plan and Trust Stock
                  Option and Incentive Plan                             *
  11           Statement re:  computation of per share earnings         None
  12           Statement re:  computation of ratios                     Not required
  13           Annual Report to security holders                        13
  16           Letter re:  change in certifying accountant              None
  18           Letter re:  change in accounting principles              None
  21           Subsidiaries of registrant                               21
  22           Published report regarding matters submitted to vote
                of security holders                                     None
  23           Consents of experts and counsel                          23
  24           Power of attorney                                        Not required
  27           Financial Data Schedule                                  27
  99           Additional Exhibits - predecessor accountants'
                independent auditors' report                            None

--------------------
<F*>  Filed as exhibits to the Corporation's Form S-1 registration statement 
      filed on March 12, 1993 (File No. 33-59482) pursuant to Section 5 of 
      the Securities Act of 1933, as amended.  All of such previously filed 
      documents are hereby incorporated herein by reference in accordance 
      with Item 601 of Regulation S-K.

</TABLE>

(b)  Reports on Form 8-K

During the quarter ended on June 30, 1998, the Holding Company filed a 
report on Form 8-K on April 23, 1998 announcing third quarter earnings and 
the regular quarterly dividend.


                                 SIGNATURES


Pursuant to the requirements of Section 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.

                                       FFY Financial Corp.

                                       By:  /s/ Jeffrey L. Francis
                                            -----------------------------------
                                            Jeffrey L. Francis, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)


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

<TABLE>

<S>                                              <C>
/s/ Jeffrey L. Francis                           /s/ Therese Ann Liutkus
---------------------------------------          --------------------------------------
Jeffrey L. Francis, President,                   Therese Ann Liutkus, Treasurer and CFO
 Chief Executive Officer and Director            (Principal Financial and Accounting Officer)
 (Principal Executive and Operating Officer)     Date:  September 25, 1998
Date:  September 25, 1998



/s/ Randy Shaffer                                /s/ Myron S. Roh
---------------------------------------		 --------------------------------------
Randy Shaffer, Vice President and                Myron S. Roh, Chairman of the Board
 Director                                         and Director
Date:  September 25, 1998                        Date:  September 25, 1998



/s/ A. Gary Bitonte                              /s/ Jack R. Brownlee
---------------------------------------          -------------------------------------
A. Gary Bitonte, Director                        Jack R. Brownlee, Director
Date:  September 25, 1998                        Date:  September 25, 1998



/s/ Marie Izzo Cartwright                        /s/ Daniel J. Mirto
---------------------------------------          -------------------------------------
Marie Izzo Cartwright, Director                  Daniel J. Mirto, Director
Date:  September 25, 1998                        Date:  September 25, 1998


/s/ Henry P. Nemenz                              /s/ W. Terry Patrick
---------------------------------------          -------------------------------------
Henry P. Nemenz, Director                        W. Terry Patrick, Director
Date:  September 25, 1998                        Date:  September 25, 1998


/s/ Ronald P. Volpe
---------------------------------------
Ronald P. Volpe, Director
Date:  September 25, 1998

</TABLE>