SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
   OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

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

For the transition period from ______________ to
   _________________

Commission File Number 0-25049

FIRST PLACE FINANCIAL CORP.(Exact name of registrant as specified in its
   charter)

|Delaware                                          | 34-1880130                          
|------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
   incorporation) | (IRS Employer Identification Number)
|                                                  |                                     
|185 E. Market Street, Warren, OH                  | 44482                               
|(Address of principal executive offices)          | (Zip Code)                          

(330) 373-1221
 (Registrant's telephone number, including area
   code)




Not Applicable
 (Former name, former address and former fiscal year, if
   change since last report)

Indicate by check mark whether the registrant (1) has
   filed all reports required to be filed by Section 13 or 15 (d) of the
   Securities Exchange Act of 1934 during the preceding 12 months (or for such
   shorter period that the registrant was required to file such reports), and
   (2) has been subject to such filing requirements for the past 90 days.
 Yes
          X    
         No
 
        -----------
           ------------



Indicate the number of shares outstanding of each of
   the issuer's classes of common stock, as of the latest practicable
   date.

8,830,250 common shares as of April 30, 2000



TABLE OF CONTENTS

|                              |             |                                                                                                                      | PageNumber
|----------------------------- | ----------- | -------------------------------------------------------------------------------------------------------------------- | ----------
|PART I. FINANCIAL INFORMATION |            
|                              |             |                                                                                                                      |           
|                              | Item 1.     | Financial Statements                                                                                                 |           
|                              |             |                                                                                                                      |           
|                              |             | Condensed Consolidated Statement of Financial Condition
   As of March 31, 2000 and June 30, 1999                    | 3         
|                              |             |                                                                                                                      |           
|                              |             | Condensed Consolidated Statement of Operations
   for the Three and Nine
   Months Ended March 31, 2000 and 1999     | 4         
|                              |             |                                                                                                                      |           
|                              |             | Condensed Consolidated Statement of Changes in Shareholders'
     Equity
   For the Nine Months Ended March 31, 2000 | 5         
|                              |             |                                                                                                                      |           
|                              |             | Condensed Consolidated Statement of Cash Flows
   for the Nine Months
   Ended March 31, 2000 and 1999               | 6         
|                              |             |                                                                                                                      |           
|                              |             | Notes to Consolidated Financial Statements                                                                           | 7-8       
|                              |             |                                                                                                                      |           
|                              | Item 2
   . | Management's Discussion and Analysis of
   Financial Condition and Results of Operations                             | 9-11      
|                              |             |                                                                                                                      |           
|                              | Item 3.     | Quantitative and Qualitative Disclosures About Market
     Risk                                                      | 11        
|                              |             |                                                                                                                      |           
|PART II. OTHER INFORMATION    |            
|                              |             |                                                                                                                      |           
|                              | Item 1.     | Legal Proceedings                                                                                                    | 11        
|                              |             |                                                                                                                      |           
|                              | Item 2.     | Changes in Securities and Use of Proceeds                                                                            | 11        
|                              |             |                                                                                                                      |           
|                              | Item 3.     | Defaults Upon Senior Securities                                                                                      | 11        
|                              |             |                                                                                                                      |           
|                              | Item 4.     | Submission of Matters to a Vote of Security
     Holders                                                             | 11        
|                              |             |                                                                                                                      |           
|                              | Item 5.     | Other Information                                                                                                    | 11        
|                              |             |                                                                                                                      |           
|                              | Item 6.     | Exhibits and Reports on Form 8-K                                                                                     | 11        
|                              |             |                                                                                                                      |           
|SIGNATURES                    | 11         

Part I. FINANCIAL INFORMATION Item 1. Financial Statements FIRST PLACE FINANCIAL CORP.
 
 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION


|                                                                 |  |                      
|---------------------------------------------------------------- |  | ---------------------
|(Dollars in thousands)                                           |  | March 31,
   
   2000
|ASSETS:                                                          | 
|Cash and cash equivalents                                        |  | $     9,093          
|Fed funds sold                                                   |  | 285                  
|Securities available for
     sale                               |  | 252,747              
|Loans receivable, net                                            |  | 543,294              
|Loans held for sale                                              |  | 705                  
|Premises and equipment, net                                      |  | 6,624                
|Other assets                                                     |  | 12,947               
|TOTAL
     ASSETS                                                |  | $ 825,695            
|                                                                 | 
|LIABILITIES:                                                     | 
|Deposits                                                         |  | $ 466,833            
|Repurchase agreements                                            |  | 75,000               
|Federal Home Loan Bank
     advances                             |  | 145,657              
|Advances by borrowers for taxes
     and insurance               |  | 1,488                
|Other
     liabilities                                           |  | 10,425               
|TOTAL
     LIABILITIES                                           |  | 699,403              
|                                                                 | 
|SHAREHOLDERS' EQUITY:                                            | 
|Preferred stock, $.01 par
     value:                            | 
|Authorized
     3,000,000 shares; none outstanding               | 
|Common stock, $.01 par
     value:                               | 
|33,000,000
     shares authorized; 11,241,250 shares issued      |  | 112                  
|Additional paid in capital                                       |  | 110,297              
|Retained earnings, subtantially
     restricted                  |  | 63,643               
|Accumulated other comprehensive
     income                      |  | (5,953               
|Treasury stock, at cost,
     2,411,000 shares at March 31, 2000 |  | (28,585              
|Unearned recognition and
     retention plan shares              |  | (5,062               
|Unearned employee
     stock ownership plan shares               |  | (8,160               
|TOTAL
     SHAREHOLDERS' EQUITY                                  |  | 126,292              
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       |  | $ 825,695            



FIRST PLACE FINANCIAL CORP.
 
 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


|                                                    |  |                                          |   |                                    
|--------------------------------------------------- |  | ---------------------------------------- | - | -----------------------------------
|                                                    |  | Three
     months ended
   
   March 31, |   | Nine months ended
   
    March 31,
|(Dollars in thousands, except per share data)       |  | 2000                                     |   | 1999                               
|INTEREST INCOME:                                    | 
|Loans                                               |  | $ 10,175                                 |   | $  8,242                           
|Securities                                          |  | 704                                      |   | 549                                
|Mortgage-backed
     and related securities         |  | 3,536                                    |   | 3,664                              
|TOTAL
     INTEREST INCOME                          |  | 14,415                                   |   | 12,455                             
|                                                    |  |                                          |   |                                    
|INTEREST EXPENSE:                                   | 
|Deposits                                            |  | 4,980                                    |   | 4,340                              
|FHLB advances                                       |  | 1,962                                    |   | 1,030                              
|Repurchase
     agreements                          |  | 1,116                                    |   | 620                                
|TOTAL
     INTEREST EXPENSE                         |  | 8,058                                    |   | 5,990                              
|                                                    |  |                                          |   |                                    
|NET INTEREST INCOME                                 |  | 6,357                                    |   | 6,465                              
|                                                    |  |                                          |   |                                    
|PROVISION FOR LOAN LOSSES                           |  | 222                                      |   | 166                                
|NET INTEREST INCOME AFTER                           | 
|PROVISION FOR LOAN LOSSES                           |  | 6,135                                    |   | 6,299                              
|                                                    |  |                                          |   |                                    
|NON INTEREST INCOME:                                | 
|Service charges                                     |  | 368                                      |   | 329                                
|Gains (losses) on
     securities                   | 
|available
     for sale, net                        |  | (1                                       | ) | (8                                 
|Gain on sale of loans                               |  | 96                                       |   | 2                                  
|Other                                               |  | 129                                      |   | 137                                
|TOTAL NON
     INTEREST INCOME                      |  | 592                                      |   | 460                                
|                                                    |  |                                          |   |                                    
|NON INTEREST EXPENSE:                               | 
|Salaries and benefits                               |  | 2,121                                    |   | 1,713                              
|Occupancy and equipment                             |  | 523                                      |   | 411                                
|Federal deposit insurance
     premiums             |  | 23                                       |   | 66                                 
|Franchise taxes                                     |  | 215                                      |   | 276                                
|Contribution to
     Foundation                     |  |                                          |   |                                    
|Other                                               |  | 778                                      |   | 610                                
|TOTAL NON INTEREST
     EXPENSE                     |  | 3,660                                    |   | 3,076                              
|INCOME (LOSS) BEFORE INCOME TAX                     |  | 3,067                                    |   | 3,683                              
|                                                    |  |                                          |   |                                    
|PROVISION FOR INCOME TAX                            |  | 1,029                                    |   | 1,105                              
|                                                    |  |                                          |   |                                    
|NET INCOME (LOSS)                                   |  | $   2,038                                |   | $  2,578                           
|Basic earnings per share                            |  | $ 0.26                                   |   | $ 0.25                             
|Diluted earnings per share                          |  | $ 0.26                                   |   | $ 0.25                             
|Average shares outstanding - basic                  |  | 7,931,541                                |   | 10,347,117                         
|Average shares outstanding - diluted                |  | 7,931,541                                |   | 10,347,117                         
|                                                    |  |                                          |   |                                    
|See notes to consolidated financial
     statements | 



FIRST PLACE FINANCIAL CORP.
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES
 
 IN SHAREHOLDERS' EQUITY


|                                                                  |  |                                   
|----------------------------------------------------------------- |  | ----------------------------------
|                                                                  |  | Nine months ended
   
   March 31,
|                                                                  | 
|(Dollars in thousands)                                            |  | 2000                              
|Balance at July 1,                                                |  | $ 158,054                         
|                                                                  | 
|Comprehensive income:                                             | 
|                                                                  |  |                                   
|Net Income (Loss)                                                 |  | 6,616                             
|                                                                  |  |                                   
|Change in fair value of
     interest rate swaps                  |  | 18                                
|                                                                  | 
|Change in fair value of                                           | 
|securities available for sale,
     net                           |  | (3,334                            
|Comprehensive income                                              |  | 3,300                             
|                                                                  |  |                                   
|Proceeds from issuance of common stock, net of
     issuance cost |  |                                   
|                                                                  |  |                                   
|Obligation under Employee Stock Ownership
     Plan               |  |                                   
|                                                                  |  |                                   
|Dividends paid and declared                                       |  | (2,015                            
|                                                                  |  |                                   
|Amortization of ESOP expense                                      |  | 533                               
|                                                                  |  |                                   
|Purchase of MRP shares                                            |  | (5,955                            
|                                                                  |  |                                   
|Amortization of MRP expense                                       |  | 893                               
|                                                                  | 
|Difference between average fair value per share
     and          | 
|cost per share on ESOP shares
     committed to be released       |  | 67                                
|                                                                  |  |                                   
|Treasury stock purchased                                          |  | (28,585                           
|                                                                  |  |                                   
|Balance at March 31,                                              |  | $ 126,292                         
|                                                                  |  |                                   
|See notes to consolidated financial
     statements.              |  |                                   
|                                                                  |  |                                   



FIRST PLACE FINANCIAL CORP.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                                          |  |                                        
|--------------------------------------------------------- |  | ---------------------------------------
|                                                          |  | Nine months
     ended
   
   March 31,
|                                                          | 
|(Dollars in thousands)                                    |  | 2000                                   
|Cash flows from operating activities:                     | 
|Net
     cash from operating activities                   |  | $   7,686                              
|                                                          | 
|Cash flows from investing activities:                     | 
|Investment and mortgage-backed
     securities            | 
|available for sale                                        | 
|Proceeds from sales                                       |  | 23,640                                 
|Proceeds from maturities, calls                           | 
|and principal paydowns                                    |  | 23,996                                 
|Purchases                                                 |  | (54,942                                
|Investment and mortgage-backed
     securities            | 
|held to maturity                                          | 
|Proceeds from maturities, calls                           | 
|and principal paydowns                                    |  |                                        
|Net decrease (increase) in interest
     bearing deposits |  | 22,584                                 
|Purchases of Federal Home Loan Bank
     Stock            |  | (1,139                                 
|Net increase in loans                                     |  | (89,441                                
|Premises and equipment
     expenditures, net             |  | (573                                   
|Net
     cash from investing activities                   |  | (75,875                                
|                                                          | 
|Cash flows from financing activities:                     | 
|Net change in deposits                                    |  | 37,608                                 
|Net change in advances by
     borrowers                  | 
|for taxes and
     insurance                              |  | (860                                   
|Net change in repurchase
     agreements                  |  | 20,570                                 
|Net change in FHLB advances                               |  | 50,846                                 
|Purchase of Incentive Plan
     shares                    |  | (5,955                                 
|Treasury stock purchases                                  |  | (28,585                                
|Dividends paid                                            |  | (2,191                                 
|Net
     proceeds from issuance of common stock           |  |                                        
|Net
     cash from financing activities                   |  | 71,433                                 
|                                                          |  |                                        
|Net change in cash and cash equivalents                   |  | 3,244                                  
|                                                          |  |                                        
|Cash and cash equivalents at beginning of
     year       |  | 5,849                                  
|                                                          |  |                                        
|Cash and cash equivalents, end of period                  |  | $   9,093                              
|                                                          |  |                                        
|Supplemental disclosures of cash flow
     information:   |  |                                        
|Cash
     payments of interest expense                    |  | $ 22,620                               
|Cash
     payments of income taxes                        |  | 3,105                                  
|                                                          |  |                                        
|                                                          |  |                                        
|See notes to consolidated financial statements.           |  |                                        
|                                                          |  |                                        
|                                                          | 
|                                                          | 





FIRST PLACE FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes to Consolidated Financial
   Statements

Principles of Consolidation:

The consolidated financial statements of the Company
   include the accounts of First Place Financial Corp. (the Holding Company)
   and its wholly owned subsidiary First Federal Savings & Loan Association
   of Warren (the Bank). All significant intercompany balances have been
   eliminated in consolidation.

Basis of Presentation:

First Place Financial Corp. (the Company) was
   incorporated under Delaware law in August 1998 by First Federal Savings
   & Loan Association of Warren (the Bank) in connection with the
   conversion of the Bank from a federally-chartered mutual savings and loan
   association to a federally-chartered stock savings and loan association and
   the issuance of the Bank's capital stock to the Company pursuant to the
   Bank's Plan of Conversion.

These interim financial statements reflect all
   adjustments of a normal recurring nature which, in the opinion of
   management, are necessary to present fairly the consolidated financial
   position of First Place Financial Corp. at March 31, 2000, and its results
   of operations and cash flows for the periods presented. The accompanying
   consolidated financial statements do not purport to contain all the
   necessary financial disclosures required by generally accepted accounting
   principles that might otherwise be necessary and are not necessarily
   indicative of the results to be expected for the full year. The Annual
   Report for First Place Financial Corp. for the year ended June 30, 1999,
   contains consolidated financial statements and related notes which should be
   read in conjunction with the accompanying consolidated financial
   statements.

Industry Segment Information:

The Company is engaged in the business of banking with
   operations conducted through its office located in Warren, Ohio. The Company
   originates and holds primarily residential and consumer loans to customers
   throughout the Trumbull and Mahoning County area in Northeast Ohio. The
   Company's primary deposit products are interest bearing checking and
   certificates of deposit.

Use of Estimates in Preparation of Financial
   Statements:

In preparing financial statements, management must make
   estimates and assumptions. These estimates and assumptions affect the
   amounts reported for assets, liabilities, revenues and expenses as well as
   affecting the disclosures provided. Future results could differ from current
   estimates.

Areas involving the use of management's estimates and
   assumptions primarily include the allowance for loan losses, the realization
   of deferred tax assets, fair value of certain securities and the
   determination and carrying value of impaired loans.

Conversion to Stock Ownership:

On December 31, 1998, First Federal Savings & Loan
   Association of Warren converted from a federally-chartered mutual savings
   and loan association to a federally-chartered stock savings and loan
   association. As part of the conversion, the Company issued 11,241,250 shares
   of its Common Stock in a public offering to its depositors and the general
   public. Net proceeds from the offering were $93.3 million.

In connection with the conversion, First Place
   Financial Corp. acquired all of the stock of the Bank in exchange for
   approximately one-half of the net proceeds.



Earnings per Share:

Both basic and diluted earnings per share for the three
   months ended March 31, 2000 and March 31, 1999, were calculated using
   7,931,541 and 10,347,117 average shares outstanding, respectively. Basic and
   diluted earnings per share for the nine months ended March 31, 2000 and
   March 31, 1999, were calculated using 9,144,179 and 10,347,117 average
   shares outstanding, respectively.

Employee Benefit Plans

In June 1999, the Company's Board of Directors approved
   a resolution terminating the Company's defined benefit pension plan. In June
   1999, the Board of Directors approved ceasing the accumulation of future
   benefits to plan participants. The settlement of vested plan benefits will
   occur upon receipt of a determination letter from the Commissioner approving
   the plan termination. Participants may choose a lump sum payment, the
   purchase of a nontransferable deferred annuity contract or a transfer to the
   401 (k) plan.

Accounting for Derivative Instruments and Hedging
   Activities:

Effective October 1, 1998, the Company adopted
   Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
   for Derivative Instruments and Hedging Activities." At that time,
   management elected to reclassify all held to maturity securities to
   available for sale as allowed by SFAS No. 133. As a result of SFAS No. 133,
   all derivative instruments are recorded at their fair values. If derivative
   instruments are designated as hedges of fair values, both the change in the
   fair value of the hedge and the hedged item are included in current
   earnings. Fair value adjustments related to cash flow hedges are recorded in
   other comprehensive income and reclassified to earnings when the hedged
   transaction is reflected in earnings. Ineffective portions of hedges are
   reflected in income currently.

Stock Option Plan

On July 2, 1999, the Board of Directors granted options
   to purchase 1,007,600 shares of common stock at an exercise price of
   $12.3125 to certain officers and directors of the Association and the
   Company. An additional 116,525 options remain unallocated. One-fifth of the
   options awarded become first exercisable on each of the first five
   anniversaries of the date of grant. The option period expires 10 years from
   the date of grant. No options were exercised during the three months ended
   March 31, 2000.

Recognition and Retention Plan

On July 2, 1999, the Board of Directors awarded 449,650
   shares to certain directors and officers of the Association and the Company.
   No shares had previously been awarded. One-fifth of such shares will be
   earned and nonforfeitable on each of the first five anniversaries of the
   date of the awards. In the event of the death or disability of a
   participant, however, the participants' shares will be deemed to be earned
   and nonforfeitable upon such date. Compensation expense, which is based upon
   the cost of the shares, was $298,000 for the three months ended March 31,
   2000.

Signing of Agreement and Plan of Merger:

On November 22, 1999, First Place Financial Corp. and
   Ravenna Savings Bank, an Ohio corporation ("Ravenna"), announced
   that the parties had entered into an Agreement and Plan of Merger (the
   "Agreement"). The Agreement provides for the merger of Ravenna
   into First Federal Savings and Loan Association of Warren, the wholly owned
   subsidiary of First Place. As a result of the merger, First Place will
   exchange 2,017 shares (as amended) of its common stock for each share of
   Ravenna Savings Bank stock. The deal is valued at approximately $24
   million.

The merger, which will be accounted for as a purchase,
   is expected to be consummated in the second quarter of 2000, pending
   approval by Ravenna's shareholders, regulatory approval and other customary
   conditions of closing. The transaction is expected to be a tax-free
   reorganization for federal income tax purposes. As part of an agreement with
   the Office of Thrift Supervision, First Place may elect to repurchase up to
   100 percent of the shares to be issued in the transaction through open
   market purchases.



|Item 2. | Management's Discussion and Analysis of Financial
     Condition
   And Results of Operations
|------- | ---------------------------------------------------------------------------------------------

Financial Condition

General. Assets increased to $825.7 million at
   March 31, 2000 an increase of $78.4 million, or 10.5%, from $747.3 million
   at June 30, 1999. This increase was primarily due to growth in net loans
   receivable offset by a decline in fed funds sold which were used to
   repurchase stock.

Fed Funds Sold. Total fed funds sold decreased
   to $285,000 at March 31, 2000 compared to $22.9 million at June 30, 1999.
   This decrease was due to the Company using fed funds to repurchase its
   common stock.



Securities. Total securities increased slightly
   from $249.2 million at June 30, 1999 to $252.7 million at March 31, 2000.
   While the investment portfolio is one of the primary tools the Company has
   at its disposal to manage interest rate risk, management recognizes that the
   portfolio is also a tool for growth and earnings. As such, proceeds from
   maturities, principal paydowns and sales have been used to purchase floating
   rate mortgage-backed and investment securities. This strategy helps to
   mitigate some of the interest rate risk of the balance sheet while providing
   earnings growth.

Loans. Loans receivable increased $89.5 million,
   or 19.7%, to $543.3 million at March 31, 2000. Approximately, 60% of this
   increase is due to traditional 1-4 family mortgage lending with the
   remainder spread evenly between auto loans, equity loans and lines,
   commercial real estate and commercial loans. While the company remains
   committed to its traditional mortgage lending business, continued focus will
   be placed on diversification of the loan portfolio.

Deposits. Deposits increased to $466.8 million
   at March 31, 2000 compared to $429.2 million at June 30, 1999. The increase
   was primarily due to growth in certificates of deposit and money market
   funds.

Repurchase Agreements.Repurchase agreements
   increased from $54.4 million at June 30, 1999, to $75.0 million at March 31,
   2000. This increase was used to fund the increase in loans.

Federal Home Loan Bank Advances.Federal Home
   Loan Bank Advances increased $50.9 million from $94.8 million at June 30,
   1999, to $145.7 million at March 31, 2000. Advances increased to fund loan
   growth and the repurchase of common stock.

Shareholders' Equity. Total shareholders' equity
   declined to $126.3 million at March 31, 2000 from $158.1 million at June 30,
   1999. This decline was primarily the result of the Company's purchase of 5%
   of its outstanding stock, or 562,062 shares, in addition to the purchase of
   1,848,938 shares related to the proposed purchase of Ravenna Savings Bank.
   The Company also purchased 4% of its outstanding stock to fund the First
   Place Financial Corp. 1999 Incentive Plan. The plan was approved by
   shareholders at a special, shareholders' meeting held on July 2, 1999.

Results of Operations

Comparison of the Three and Nine Months Ended March 31,
   2000 and 1999

General. Net income for the three months ended
   March 31, 2000 was $2.0 million, or $.26 cents per diluted share compared to
   net income of $2.6 million, or $.25 per diluted share for the quarter ended
   March 31, 2000. For the nine months ended March 31, 2000, the Company
   recorded net income of $6.6 million compared to a loss of $494,000 for the
   nine months ended March 31, 1999. Diluted earnings per share for the nine
   months ended March 31, 2000 were $.72. Earnings per share figures are not
   presented for the nine-month period ended March 31, 1999 since the
   conversion did not take place until December 31, 1998.

Net Interest Income. Net interest income for the
   three months ended March 31, 2000 totaled $6.4 million compared to $6.5
   million for the three months ended March 31, 1999. While average earning
   assets for the quarter have increased over 11% compared to a year ago, the
   net interest margin has shrunk from 3.63% a year ago to 3.26% for the
   quarter ended March 31, 2000. The decrease in margin is due to two factors.
   First, share repurchases have been funded with borrowings thereby decreasing
   net interest income even while the share repurchases help to increase
   overall earnings per share. Secondly, rising interest rates have increased
   overall funding costs at a faster rate than the yield being received on
   earning assets.



For the nine months ended March 31, 2000, net interest
   income totaled $19.5 million compared to $15.9 million for the nine-month
   period ended December 31, 1999. The increase in net interest income is due
   to increased loan and security volumes compared to the same period a year
   ago. In addition, the net interest margin of the Company was higher for the
   most recent nine-month period compared to the same nine-month period a year
   earlier. This increase in margin is primarily due to the proceeds received
   in the conversion, which funded the increase in earning assets with no
   associated cost.

Provision for Loan Losses. The provision for
   loan losses totaled $222,000 and $605,000 for the three and nine months
   ended March 31, 2000, respectively, compared to $166,000 and $824,000, for
   the same periods last year. At March 31, 2000, the allowance for loan losses
   totaled $3.8 million, or 0.69% of total loans and 275% of non performing
   loans. At the same time a year ago, the allowance for loan losses was 0.81%
   of total loans and 284% of non performing loans. Management believes that
   the allowance for loan losses is adequate to provide for estimated losses
   based on management's evaluation of such factors as the delinquency status
   of loans, changes in the composition of the loan portfolio and prior loan
   loss experience.

Non Interest Income. Non interest income
   increased $132,000, or 28.7%, to $592,000 for the three months ended March
   31, 2000 from $460,000 for the three months ended March 31, 1999. This
   increase is primarily due to the secondary market mortgage operation in the
   loan production offices that opened in March of 1999. This operation
   generated gains on sale of loans of $96,000 for the three months ended March
   31, 2000. Non interest income for the nine months ended March 31, 2000
   totaled $1.7 million compared to $1.4 million for the nine months ended
   March 31, 1999. This increase is also primarily due to secondary market
   mortgage activity.

Non Interest Expense. Non interest expense
   increased $600,000 to $3.7 million for the three months ended March 31, 2000
   compared to $3.1 million for the three months ended March 31, 1999.
   Approximately $300,000 of this increase was due to the adoption of the First
   Place Financial Corp. 1999 Incentive Plan. Additional factors for the
   increase in non interest expense include the expense related to the ESOP and
   the additional personnel expense associated with the openings of the loan
   production offices in Akron, Newark, Mt. Vernon and Medina.

For the nine months ended March 31, 2000, non interest
   expense totaled $10.8 million compared to $17.4 million for the same period
   a year earlier. This decrease is due to the $8.0 million charge incurred
   last year for the formation of the First Federal of Warren Community
   Foundation. Excluding this charge, non interest expense increased $1.4
   million year over year. The adoption of the incentive plan discussed above
   accounts for $900,000 of this increase with the remainder due to the other
   reasons discussed previously.

Income Taxes. The provision for income taxes
   totaled $1.0 million for the three months ended March 31, 2000, compared to
   $1.1 million for the three months ended March 31, 1999. For the nine months
   ended March 31, 2000, the provision for income tax increased $3.7 million to
   $3.2 million. Income taxes for the nine-month period ended December 31, 1999
   were significantly impacted by the $8.0 million contribution to the First
   Federal of Warren Community Foundation.

Liquidity and Capital Resources

The Company provides funds for asset growth, deposit
   withdrawals and other liability maturities through maturing securities,
   payments made on loans, and through the acquisition of new deposits. The
   Company also has the ability to borrow up to $150 million in advances from
   the Federal Home Loan Bank to satisfy short term liquidity needs. The
   Company also uses other types of advances from the Federal Home Loan Bank
   and repurchase agreements with brokerage firms to provide funding for
   growth.

At March 31, 2000, the Company's equity to total assets
   totaled 15.3% compared to 21.6% at March 31, 1999.

Year 2000

As of this writing, several calendar year 2000
   milestones have passed and the Company has experienced no problems related
   to Y2K. The Company continues to monitor systems for problems that may be
   related to Y2K and will continue to do so throughout 2000. Contingency plans
   are still in place should a problem arise although the Company does not
   anticipate any further issues with regard to Y2K.



Over the course of the last 30 months, the Company has
   spent approximately $600,000 related to Year 2000 issues.

Forward Looking Statements

Certain statements contained in this report that are
   not historical facts are forward looking statements that are subject to
   certain risks and uncertainties. When used herein, the terms
   "anticipates", "plans", "expects",
   "believes", and similar expressions as they relate to the Company
   or its management are intended to identify such forward looking statements.
   The Company's actual results, performance or achievements may materially
   differ from those expressed or implied in the forward-looking statements.
   Risks and uncertainties that could cause or contribute to such material
   differences include, but are not limited to, general economic conditions,
   interest rate environment, competitive conditions in the financial services
   industry, changes in law, governmental policies and regulations, and rapidly
   changing technology affecting financial services.

|Item 3. | Quantitative and Qualitative Disclosures About Market
     Risk
|------- | ---------------------------------------------------------------

There were no material changes in information about
   market risk from that provided in the 1999 Annual Report to Shareholders,
   which was incorporated by reference into First Place Financial Corp.'s 1999
   Annual Report on Form 10-K.

|PART II. | OTHER INFORMATION                                                                                                                                      
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                        
|Item 1   | Legal Proceedings - None to be
     reported.                                                                                                          
|Item 2   | Changes in securities - None to be
     reported.                                                                                                      
|Item 3   | Defaults on Senior Securities - None to be
     reported.                                                                                              
|Item 4   | Submission of Matters to a Vote of Security Holders -
     None to be reported.                                                                        
|Item 5   | Other Information - None to be
     reported.                                                                                                          
|         |                                                                                                                                                        
|Item 6   | Exhibits and Reports on Form 8-K                                                                                                                       
|         |                                                                                                                                                        
|         | a. Exhibits - Exhibit 27 - Financial Data
     Schedule                                                                                                
|         |                                                                                                                                                        
|         | Reports on Form 8-K - On January 20, 2000 the Company
     announced earnings for the
   
   quarter ended December 31, 1999 of $.23 per diluted share.
|         |                                                                                                                                                        
|         | Reports on Form 8-K - On April 20, 2000 the Company
     announced earnings for the
   
   quarter ended March 31, 2000 of $.26 per diluted share.     

Pursuant to the requirements 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.

FIRST PLACE FINANCIAL CORP.

|Date: May 15, 2000 | /s/ Steven R. Lewis
   
   -------------------------------
   
   Steven R. Lewis, President | /s/ Richard K. Smith
   --------------------------------
   Richard K. Smith,
   Vice-President, Treasurer
|------------------ | -------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------