UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2000

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _________________

Commission File Number 0-25049

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

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

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

16,423,540 common shares as of January 31, 2001



TABLE OF CONTENTS

|           |                       |                                                                                                                 | PageNumber
|---------- | --------------------- | --------------------------------------------------------------------------------------------------------------- | ----------
|PART I.    | FINANCIAL INFORMATION |                                                                                                                
|           |                       |                                                                                                                 |           
|           | Item 1.               | Financial Statements                                                                                            |           
|           |                       |                                                                                                                 |           
|           |                       | Consolidated Statements of Financial Condition

As of December 31, 2000 and June 30, 2000                       | 3         
|           |                       |                                                                                                                 |           
|           |                       | Consolidated Statements of Income for the Three and Six

Months Ended December 31, 2000 and 1999                | 4         
|           |                       |                                                                                                                 |           
|           |                       | Consolidated Statements of Changes in Shareholders' Equity

For the Six Months Ended December 31, 2000 and 1999 | 5         
|           |                       |                                                                                                                 |           
|           |                       | Consolidated Statements of Cash Flows for the Six Months

Ended December 31, 2000 and 1999                      | 6         
|           |                       |                                                                                                                 |           
|           |                       | Notes to Consolidated Financial Statements                                                                      | 7-12      
|           |                       |                                                                                                                 |           
|           | Item 2.               | Management's Discussion and Analysis of Financial Condition and

Results of Operations                          | 12-16     
|           |                       |                                                                                                                 |           
|           | Item 3.               | Quantitative and Qualitative Disclosures About Market Risk                                                      | 16        
|           |                       |                                                                                                                 |           
|PART II.   | OTHER INFORMATION     |                                                                                                                
|           |                       |                                                                                                                 |           
|           | Item 1.               | Legal Proceedings                                                                                               | 16        
|           |                       |                                                                                                                 |           
|           | Item 2.               | Changes in Securities and Use of Proceeds                                                                       | 17        
|           |                       |                                                                                                                 |           
|           | Item 3.               | Defaults Upon Senior Securities                                                                                 | 17        
|           |                       |                                                                                                                 |           
|           | Item 4.               | Submission of Matters to a Vote of Security Holders                                                             | 17        
|           |                       |                                                                                                                 |           
|           | Item 5.               | Other Information                                                                                               | 17        
|           |                       |                                                                                                                 |           
|           | Item 6.               | Exhibits and Reports on Form 8-K                                                                                | 17-30     
|           |                       |                                                                                                                 |           
|SIGNATURES |                       | 18                                                                                                             




Part I.    FINANCIAL INFORMATION





Item 1.    Financial Statements





First Place Financial Corp. and Subsidiaries


Consolidated Statements of Financial Condition





|                                                                                                                        | December 31,
2000 | June 30,

2000 |  
|----------------------------------------------------------------------------------------------------------------------- | ----------------- | -------------- | -
|                                                                                                                        |                   |               
|(Dollars in thousands)                                                                                                  |                   |                |  
|ASSETS:                                                                                                                 |                   |                |  
|Cash and cash equivalents                                                                                               | $                 | 23,072         |  
|Fed funds sold                                                                                                          |                   | 80,609         |  
|Securities available for sale                                                                                           |                   | 395,299        |  
|Loans held for sale                                                                                                     |                   | 974            |  
|Loans:                                                                                                                  |                   |                |  
|Total loans                                                                                                             |                   | 1,059,441      |  
|Less allowance for
loan losses                                                                                          |                   | (10,831        | )
|                                                                                                                        |                   |               
|Net loans                                                                                                               |                   | 1,048,610      |  
|Premises and equipment, net                                                                                             |                   | 19,593         |  
|Accrued interest receivable                                                                                             |                   | 9,393          |  
|Intangibles                                                                                                             |                   | 21,913         |  
|Other assets                                                                                                            |                   | 37,024         |  
|                                                                                                                        |                   |               
|TOTAL ASSETS                                                                                                            | $                 | 1,636,487      |  
|                                                                                                                        |                   |               
|LIABILITIES:                                                                                                            |                   |                |  
|Deposits                                                                                                                | $                 | 1,023,769      |  
|Securities sold under agreement to repurchase                                                                           |                   | 88,876         |  
|Federal Home Loan Bank advances                                                                                         |                   | 301,365        |  
|Advances by borrowers for taxes and insurance                                                                           |                   | 4,897          |  
|Accrued interest payable                                                                                                |                   | 4,482          |  
|Other liabilities                                                                                                       |                   | 9,474          |  
|                                                                                                                        |                   |               
|TOTAL LIABILITIES                                                                                                       |                   | 1,432,863      |  
|SHAREHOLDERS EQUITY:                                                                                                   |                   |                |  
|Preferred stock, $.01 par value:                                                                                        |                   |                |  
|Authorized 3,000,000
shares, none outstanding                                                                           |                   | 0              |  
|Common stock, $.01 per value:                                                                                           |                   |                |  
|33,000,00 shares
authorized;                                                                                           
|18,362,113 shares
issued at December 31, 2000 and 11,241,250

                    shares issued at June 30, 2000        |                   | 184            |  
|Additional paid in capital                                                                                              |                   | 179,045        |  
|Retained earnings, substantially restricted                                                                             |                   | 60,789         |  
|Unearned recognition and retention plan shares                                                                          |                   | (3,874         | )
|Unearned employee stock ownership plan shares                                                                           |                   | (8,804         | )
|Treasury stock, at cost, 1,698,000 shares at December 31, 2000 and

                    552,800 shares at June 30, 2000 |                   | (20,090        | )
|                                                                                                                        |                   |               
|TOTAL SHAREHOLDERS' EQUITY                                                                                              |                   | 203,624        |  
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                              | $                 | 1,636,487      |  
|                                                                                                                        |                   |               




First Place Financial Corp. and Subsidiaries

Consolidated Statements of Income





|                                       | Three months ended

December 31, |           | Six months ended

December 31, |  
|-------------------------------------- | -------------------------------- | --------- | ------------------------------ | -
|
|INTEREST INCOME:                      
|                                      
|Loans                                  | $                                | 15,599    |                                | $
|Securities                             |                                  | 1,106     |                                |  
|Mortgage-backed and related securities |                                  | 3,305     |                                |  
|                                       |                                  |           |                                |  
|TOTAL INTEREST INCOME                  |                                  | 20,010    |                                |  
|INTEREST EXPENSE                      
|                                      
|Deposits                               |                                  | 8,067     |                                |  
|Borrowed funds                         |                                  | 4,274     |                                |  
|Repurchase agreements                  |                                  | 811       |                                |  
|                                       |                                  |           |                                |  
|TOTAL INTEREST EXPENSE                 |                                  | 13,152    |                                |  
|                                       |                                  |           |                                |  
|NET INTEREST INCOME                    |                                  | 6,858     |                                |  
|PROVISION FOR LOAN LOSSES              |                                  | 1,505     |                                |  
|                                       |                                  |           |                                |  
|NET INTEREST INCOME AFTER             
|PROVISION FOR LOAN LOSSES              |                                  | 5,353     |                                |  
|NONINTEREST INCOME:                   
|                                      
|Service charges                        |                                  | 579       |                                |  
|Security gains (losses), net           |                                  | (1,402    | )                              |  
|Gain (loss) on sale of loans           |                                  | (2,199    | )                              |  
|Other                                  |                                  | 11        |                                |  
|                                       |                                  |           |                                |  
|TOTAL NONINTEREST
INCOME               |                                  | (3,011    | )                              |  
|NONINTEREST EXPENSE:                  
|                                      
|Salaries and benefits                  |                                  | 3,024     |                                |  
|Occupancy and equipment                |                                  | 636       |                                |  
|Federal deposit insurance premiums     |                                  | 29        |                                |  
|Franchise taxes                        |                                  | 496       |                                |  
|Other                                  |                                  | 3,432     |                                |  
|                                       |                                  |           |                                |  
|TOTAL NONINTEREST
EXPENSE              |                                  | 7,617     |                                |  
|                                       |                                  |           |                                |  
|INCOME (LOSS) BEFORE INCOME TAXES      |                                  | (5,275    | )                              |  
|PROVISION FOR INCOME TAX (BENEFIT)     |                                  | (2,200    | )                              |  
|                                       |                                  |           |                                |  
|NET INCOME (LOSS)                      | $                                | (3,075    | )                              | $
|                                       |                                  |           |                                |  
|Basic earnings (loss) per share        | $                                | (0.34     | )                              | $
|                                       |                                  |           |                                |  
|Diluted earnings (loss) per share      | $                                | (0.34     | )                              | $
|                                       |                                  |           |                                |  
|Average shares outstandingbasic       |                                  | 8,992,269 |                                |  
|                                       |                                  |           |                                |  
|Average shares outstandingdiluted     |                                  | 9,005,789 |                                |  
|                                       |                                  |           |                                |  




See notes to consolidated financial statements.





First Place Financial Corp. and Subsidiaries

Consolidated Statements of Changes in

Shareholder's Equity


|                                                                                                                 | Six months ended

December 31, |        
|---------------------------------------------------------------------------------------------------------------- | ------------------------------ | -------
|
|
|Balance at July 1,                                                                                               | $                              | 147,975
|Comprehensive income:                                                                                           
|Net Income (Loss)                                                                                                |                                | (1,181 
|Change in fair value of interest rate swaps, net of tax                                                          |                                | (3,665 
|Change in fair value of securities available for sale, net of tax                                                |                                | 5,548  
|                                                                                                                 |                                |        
|Comprehensive income                                                                                             |                                | 702    
|Cash dividends declared ($.10 and $.15 per share, respectively)                                                  |                                | (885   
|Issuance of 7,120,863 shares of common stock for merger                                                          |                                | 69,428 
|Acquisition of FFY ESOP                                                                                          |                                | (1,088 
|Acquisition of FFY recognition and retention plan                                                                |                                | (2     
|Amortization of ESOP expense                                                                                     |                                | 296    
|Recognition and retention plan shares purchased (449,650)                                                        |                                |        
|Amortization of recognition and retention plan expense                                                           |                                | 892    
|Difference between average fair value per share and cost per share

     on ESOP shares committed to be released |                                | 31     
|Treasury stock purchased                                                                                         |                                | (13,725
|                                                                                                                 |                                |        
|Balance at December 31,                                                                                          | $                              | 203,624
|                                                                                                                 |                                |        




See notes to consolidated financial statements.


FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                             | Six months ended

December 31, |         
|------------------------------------------------------------ | ------------------------------ | --------
|
|Cash flows from operating activities:                        |                                |         
|Net cash from operating activities                           | $                              | 9,434   
|                                                             |                                |         
|Cash flows from investing activities:                        |                                |         
|Investment and mortgage-backed securities available for sale |                                |         
|Proceeds from sales                                          |                                | 181,772 
|Proceeds from maturities, calls and principal paydowns       |                                | 30,058  
|Purchases                                                    |                                | (2,000  
|Net decrease (increase) in interest bearing deposits         |                                | 0       
|Net cash received in acquisition                             |                                | 4,431   
|Net decrease (increase) in fed funds sold                    |                                | (64,387 
|Purchase of Federal Home Loan Bank stock                     |                                | (1,773  
|Net decrease (increase) in loans                             |                                | (46,544 
|Premises and equipment expenditures, net                     |                                | (351    
|                                                             |                                |         
|Net cash from investing activities                           |                                | 101,206 
|                                                             |                                |         
|Cash flows from financing activities:                        |                                |         
|Net change in deposits                                       |                                | 1,773   
|Net change in advances by borrowers for taxes and insurance  |                                | (611    
|Net change in repurchase agreements                          |                                | (44,980 
|Net change in Federal Home Loan Bank advances                |                                | (43,220 
|Purchase of Incentive Plan Shares                            |                                | 0       
|Treasury stock purchases                                     |                                | (13,066 
|Cash dividends paid                                          |                                | (885    
|                                                             |                                |         
|Net cash from financing activities                           |                                | (100,989
|                                                             |                                |         
|Net change in cash and cash equivalents                      |                                | 9,651   
|                                                             |                                |         
|Cash and cash equivalents at beginning of year               |                                | 13,421  
|                                                             |                                |         
|Cash and cash equivalents, end of period                     | $                              | 23,072  
|                                                             |                                |         
|Supplemental disclosures of cash flow information:           |                                |         
|Cash payments of interest expense                            | $                              | 23,079  
|Cash payments of income taxes                                |                                | 260     
|Proceeds from sales of loans originated for sale             |                                | 10,132  
|Loans securitized                                            |                                | 192,000 

See notes to consolidated financial statements.



FIRST PLACE FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements

Principles of Consolidation:

The interim consolidated financial statements of the Company include the accounts of First Place Financial Corp. (the Company) and its wholly-owned subsidiaries First Place Bank (the Bank - formerly known as First
Federal Savings and Loan Association of Warren) and First Place Holdings, Inc. The consolidated financial statements also include the accounts of First Place Insurance Agency, Ltd., the insurance affiliate of First Place Holdings, Inc. The accounts of
First Place Holdings, Inc.'s real estate affiliate, Coldwell Banker First Place Real Estate, are not consolidated since the Company owns a non-controlling one-third interest. All significant intercompany balances and transactions have been eliminated in
consolidation.

Basis of Presentation:

The consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in First Place Financial Corp.'s 2000 Annual Report to Shareholders incorporated by reference into First Place
Financial Corp.'s 2000 Annual Report on Form 10-K. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) which, in the opinion of management, are necessary for a fair presentation of the
financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.

Merger and Name Change

On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. (FFY) which was announced on May 24, 2000. FFY was merged with and into the Company and FFY's thrift subsidiary,
FFY Bank, was merged with and into First Federal Savings and Loan Association of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY became a subsidiary of the Company.

The Company issued 7,120,863 shares of common stock valued at approximately $69.4 million. FFY was a holding company engaged in the financial services business through its' wholly-owned subsidiaries, FFY Bank, a
federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. The transaction was recorded as a purchase and, accordingly, the operating
results of FFY have been included in the Company's consolidated financial statements since the date of acquisition. The excess of the aggregate purchase price over the fair market value of net assets acquired of approximately $5.7 million will be
amortized over 17 years.

As a part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank.

The following summarized unaudited pro forma financial information for the periods ended December 31, 2000 and 1999 assume the FFY Financial Corp. merger occurred as of July 1, 1999 (in thousands, except per share
data):

| |                                                     |  | December 31, 2000 |        |   | December 31, 1999
| | --------------------------------------------------- |  | ----------------- | ------ | - | -----------------
| | Net interest income after provision for loan losses |  | $                 | 19,516 |   |                  
| | Net income                                          |  |                   | (852   | ) |                  
| | Diluted earnings per share                          |  | $                 | (0.06  | ) |                  






Securities Available for Sale





The amortized cost, gross unrealized gains and losses and estimated fair values of securities available for sale at December 31, 2000 and June 30, 2000 are as
follows:


|                                                                         |  | December 31, 2000
|------------------------------------------------------------------------ |  | -----------------
|
|Debt securities                                                          |  |                  
|U.S. Government agencies                                                 |  | $                
|Trust preferred securities                                               |  |                  
|Obligations of states and political subdivisions                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|Equity securities                                                        |  |                  
|Federal Home Loan Bank stock                                             |  |                  
|Equity securities                                                        |  |                  
|FNMA and FHLMC preferred stock                                           |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|Mortgage-backed securities and collateralized mortgage

     obligations |  |                  
|Asset-backed SLMAs                                                      |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  | $                
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         | 
|                                                                        
|
|Debt securities                                                          |  |                  
|U.S. Government agencies                                                 |  | $                
|Obligations of states and political subdivisions                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|Equity securities                                                        |  |                  
|Federal Home Loan Bank stock                                             |  |                  
|FNMA and FHLMC preferred stock                                           |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|                                                                         |  |                  
|Mortgage-backed securities and collateralized mortgage

     obligations |  |                  
|                                                                         |  |                  
|                                                                         |  | $                
|                                                                         |  |                  




The amortized cost and estimated fair value of debt securities at December 31, 2000, by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.





| |                                                                                   |  | Amortized

Cost |         | Estimated

Fair Value
| | --------------------------------------------------------------------------------- |  | --------------- | ------- | ---------------------
| | Available for sale                                                                |  |                 |         |                      
| | Due in one year or less                                                           |  | $               | 5,999   |                      
| | Due after one year through five years                                             |  |                 | 17,222  |                      
| | Due after five years through ten years                                            |  |                 | 19,722  |                      
| | Due after ten years                                                               |  |                 | 53,576  |                      
| |                                                                                   |  |                 |         |                      
| |                                                                                   |  | $               | 96,519  |                      
| |                                                                                   |  |                 |         |                      
|
| | Mortgage-backed securities and

              collateralized mortgage obligations |  | $               | 258,149 |                      
| |                                                                                   |  |                 |         |                      
| |                                                                                   |  | $               | 354,668 |                      
| |                                                                                   |  |                 |         |                      




Loans





Loans as presented on the balance sheet are comprised of the following classifications at (000s):





| |                                    |  | December 31,

2000 |           | June 30,

2000
| | ---------------------------------- |  | ------------------ | --------- | --------------
| | Real estate mortgage loans         |  |                    |           |               
| | One- to four- family               |  | $                  | 756,138   |               
| | Multifamily                        |  |                    | 28,802    |               
| | Commercial                         |  |                    | 64,486    |               
| | Construction                       |  |                    | 48,402    |               
| | Home equity                        |  |                    | 44,425    |               
| |                                    |  |                    |           |               
| |                                    |  |                    | 942,253   |               
| |                                    |  |                    |           |               
| | Consumer and other loans           |  |                    |           |               
| | Automobile                         |  |                    | 74,972    |               
| | Home equity lines of credit        |  |                    | 55,880    |               
| | Other                              |  |                    | 7,729     |               
| |                                    |  |                    |           |               
| |                                    |  |                    | 138,581   |               
|
| | Commercial loans                   |  |                    | 9,087     |               
| | Less:                              |  |                    |           |               
| | Loans in process                   |  |                    | 27,311    |               
| | Net deferred loan origination fees |  |                    | 3,169     |               
| | Allowance for loan losses          |  |                    | 10,831    |               
| |                                    |  |                    |           |               
| |                                    |  |                    | 41,311    |               
| |                                    |  |                    |           |               
| |                                    |  | $                  | 1,048,610 |               
| |                                    |  |                    |           |               




A summary of the activity in the allowance for loan losses is as follows (000's):





| |                                            |  | 2000 |       
| | ------------------------------------------ |  | ---- | ------
| | Balance at beginning of period             |  | $    | 6,150 
| | Provision for loan losses                  |  |      | 1,805 
| | Acquisition                                |  |      | 4,087 
| | Charge-offs                                |  |      | (1,266
| | Recoveries                                 |  |      | 55    
| |                                            |  |      |       
| | Balance at end of periodDecember 31, 2000 |  | $    | 10,831
| |                                            |  |      |       






Impaired loans were as follows at December 31, 2000 (000's):





| |                                                   |  | 2000
| | ------------------------------------------------- |  | ----
| | Loans with no
allocated allowance for loan losses |  | $   
| | Loans with
allocated allowance for loan losses    |  |     
| |                                                   |  |     
| | Total                                             |  | $   
| |                                                   |  |     
| | Amount of the
allowance for loan losses allocated |  | $   
| | Average of impaired loans since June 30, 2000     |  | $   
| | Interest income
recognized during impairment      |  | $   
| | Cash-basis
interest income recognized             |  | $   




Nonaccrual loans totaled $13,100 and $6,566 at December 31, 2000 and June 30, 2000.





Deposits





Deposits consist of the following at:





|                            |  | December 31,

     2000 |           | June 30,

     2000
|--------------------------- |  | ----------------------- | --------- | -------------------
|Non interest-bearing demand |  | $                       | 17,077    |                    
|Savings                     |  |                         | 143,300   |                    
|NOW                         |  |                         | 81,173    |                    
|Money Market                |  |                         | 179,585   |                    
|Certificates of deposit     |  |                         | 602,634   |                    
|                            |  |                         |           |                    
|                            |  | $                       | 1,023,769 |                    
|                            |  |                         |           |                    




At December 31, 2000, scheduled maturities of certificates of deposit are as follows:





| | 2001       |  | $ | 241,081
| | ---------- |  | - | -------
| | 2002       |  |   | 214,420
| | 2003       |  |   | 68,272 
| | 2004       |  |   | 17,907 
| | 2005       |  |   | 35,896 
| | Thereafter |  |   | 25,058 
| |            |  |  
| |            |  | $ | 602,634
| |            |  |  




Securities sold under agreements to repurchase





Securities sold under agreements to repurchase are financing arrangements that mature based on the contractural
terms of each agreement. They are collateralized by mortgage-backed securities. At maturity, the securities underlying the agreements are returned to the Company. Information concerning securities sold under agreements to repurchase is summarized as
follows (000s):





|December 31, 2000                           | June 30, 2000 |  
|------------------------------------------- | ------------- | -
|Average daily balance during the period     |               | $
|Average
interest rate during the period     |               |  
|Maximum
month-end balance during the period |               | $






Federal Home Loan Bank Advances





Advances from the Federal Home Loan Bank are as follows (000s):





| |      |  | December 31, 2000 |   | June 30, 2000
| | ---- |  | ----------------- | - | -------------
|
| | 2001 |  | 6.52              | % |              
| | 2002 |  | 6.18              |   |              
| | 2003 |  | 5.74              |   |              
| | 2005 |  | 5.95              |   |              
| | 2006 |  | 6.20              |   |              
| | 2008 |  |                   |   |              
| | 2009 |  | 5.92              |   |              
| | 2010 |  | 6.26              |   |              
| | 2014 |  | 5.00              |   |              
| |      |  |                   |   |              
| |      |  |                   |   |              
| |      |  |                   |   |              




Hedging Activities





The Company is involved in certain hedging strategies which are intended to improve the predictability of future transactions. These activities include protecting the
cash flow of certain of its short-term variable rate borrowings against interest rate movements and entering into long-term fixed rate borrowings to fix the dollar amounts to be paid.





With respect to hedging activities to protect the predictability of future cash flows as it pertains to its borrowings, the Company has entered into agreements to assume
fixed interest payments in exchange for variable interest payments. The Company has demonstrated these to be cash flow hedges of its borrowings and includes the change in the fair value in other comprehensive income until such time as the impact of the
hedged item is included in earnings.





The Company has entered into several agreements during fiscal year 2001 to assume fixed interest payments in exchange for variable interest payments (interest rate
swaps). The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the interest rate swaps. The interest rate swaps were
designated as a cash flow hedges. The following table summarizes the terms of the swap at June 30, 2000 (dollars in 000s).





| | Notional amount                                               |  | $140,000  |  
| | ------------------------------------------------------------- |  | --------- | -
| | Weighted average fixed rate                                   |  | 6.47      | %
| | Weighted average variable rate in effect at December 31, 2000 |  | 6.65      | %
| | Market value at December 31, 2000                             |  | $  (5,619 | )




The maturities of these contracts range from 2 years to 10 years. Variable interest payments received are based on one month LIBOR which is adjusted on a monthly basis.





Stock Option Plan





On July 2, 1999, the Board of Directors granted options to purchase 1,007,600 common shares at an exercise price of $12.31 to certain officers and directors of the bank
and Company. On December 22, 2000, the option plan of FFY Financial Corp. was merged with, and into, the option plan of First Place Financial Corp. A total of 587,499 options were added to the plan as a result of the merger. With the addition of FFY's
options, the Company now has total options available under its plan of 1,711,624.





Earnings (Loss) per Share:


($ in thousands, except per share data)





The computation of basic and diluted earnings (loss) per share is shown in the following table.





|                                                                                                           |  | Three months ended

December 31, |   | Six months ended

December 31,
|---------------------------------------------------------------------------------------------------------- |  | -------------------------------- | - | ------------------------------
|
|Basic earnings (loss) per share computation:                                                              
|Numerator   Net income (loss)                                                                             |  | $      (3,075                    | ) |                               
|Denominator    Weighted average common

                                          
   shares outstanding  |  | 8,992,269                        |   |                               
|Basic earnings (loss) per share                                                                            |  | $        (0.34                   | ) |                               
|                                                                                                           |  |                                  |   |                               
|Diluted earnings (loss) per share computation:                                                            
|Numerator   Net income (loss)                                                                             |  | $      (3,075                    | ) |                               
|Denominator   Weighted average common

                                          
   shares outstanding   |  | 8,992,269                        |   |                               
|Dilutive effect of stock options                                                                           |  | 13,520                           |   |                               
|                                                                                                           |  |                                  |   |                               
|Weighted average common shares

                                          
   and common stock equivalents |  | 9,005,789                        |   |                               
|Diluted earnings (loss) per share                                                                          |  | $        (0.34                   | ) |                               
|                                                                                                           |  |                                  |   |                               

Stock options for 1,698,104 and 1,124,250 shares of common stock were not considered in computing diluted earnings per common share for December 31, 2000 and December 31, 1999, respectively.

Item 2.    Managements Discussion and Analysis of Financial Condition And Results of Operations





Forward-Looking Statements





When used in this Form 10-Q, or, in future filings with the Securities and Exchange Commission, in 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, but not limited to,
changes in economic conditions in the Companys market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Companys market area and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or projected. The 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 Company wishes to advise
readers that the factors listed above and other factors could affect the Companys financial performance and could cause the 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 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.


Financial Condition

General. On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. which was announced on May 24, 2000. At the time of merger, assets acquired
totaled $681.8 million and liabilities assumed totaled $614.1 million. Also during the quarter ended December 31, 2000, the Company restructured its balance sheet to lower its interest rate risk profile and to provide additional liquidity. The Company
securitized $192.0 million in primarily fixed rate 1-4 family mortgage loans and sold $149.4 million of the securities. In addition, $50.1 million in mortgage backed and related securities were sold. Approximately $61.6 million in Federal Home Loan Bank
advances were repaid with the proceeds of the securities sale.

Total assets at December 31, 2000 were $1,636.5 million compared to $1,051.6 million at June 30, 2000, an increase of $584.9 million, or 55.6%. The increase in assets was primarily attributable to
assets acquired in the merger with FFY offset by the use of securities sales proceeds to repay borrowings. Total liabilities at December 31, 2000 were $1,432.9 million compared to $903.6 million at June 30, 2000, an increase of $529.3 million, or 58.6%.
The increase in liabilities was also primarily attributable to liabilities acquired in the merger with FFYoffset by the repayment of borrowings. The discussion below provides greater detail regarding significant changes to the balance sheet.

Fed Funds Sold. Fed funds sold increased $64.4 million, or 396.9% during the six months ended December 31, 2000 and totaled $80.6 million at December 31, 2000. The increase was primarily due to
the investment of proceeds from sales of securities associated with balance sheet restructuring described above.

Securities. Securities available for sale increased $134.2 million, or 51.4%, during the six months ended December 31, 2000, and totaled $395.3 million at December 31, 2000. The increase was
primarily the result of $156.3 million in securities acquired in the merger with FFY and $192.0 million in securities from the loan securitization transaction partially offset by the sale of $199.5 million in mortgage-backed and related securities.

Loans. Net loans increased $343.5 million, or 48.7% during the six months ended December 31, 2000 and totaled $1,048.6 million at December 31, 2000. The increase was primarily due to the
acquisition of $492.5 million in loans in the merger with FFY and current quarter production partially offset by the loan securitization transaction.

Deposits. Deposits increased $437.0 million, or 74.4% during the six months ended December 31, 2000, and totaled $1,023.8 million at December 31, 2000. The increase was primarily attributable
to $432.3 million in deposits acquired in the merger with FFY.

Repurchase Agreements.Repurchase agreements increased $13.9 million, or 18.5% during the six months ended December 31, 2000 and totaled $88.9 million at December 31, 2000. The increase was due
to $58.9 million in repurchase agreements acquired in the merger with FFY offset by $45.0 million in maturities and repayments.

Federal Home Loan Bank Advances.Federal Home Loan Bank advances increased $73.6 million, or 32.3% during the six months ended December 31, 2000 and totaled $301.4 million at December 31, 2000.
The increase was due to $115.9 million in advances acquired in the merger with FFY partially offset by repayment of certain advances with proceeds from securities sales.

Shareholders' Equity. Total shareholders' equity increased $55.6 million, or 37.6% during the six months ended December 31, 2000 and totaled $203.6 million at December 31, 2000. The increase
was primarily the result of the merger with FFY, which added $68.3 million in shareholders' equity, offset by the current year to date loss and treasury share repurchases.

Results of Operations

Comparison of the Three and Six Months Ended December 31, 2000 and 1999

General. The net loss for the three months ended December 31, 2000 totaled ($3.1) million, or ($.34) per diluted share compared to net income of $2.2 million, or $.23 per diluted share for the
three months ended December 31, 1999. The decline was primarily attributable to $6.5 million in pre-tax merger and restructuring charges which are discussed in detail



below. Net income for the quarter ended December 31, 2000, excluding merger and restructuring costs, totaled $1.2 million , or $.13 per diluted share.

The net loss for the six months ended December 31, 2000 totaled ($1.2) million, or ($.13) per diluted share compared to net income of $4.6 million, or $.47 per diluted share for the six months ended
December 31, 1999. The decline for the six-month period was also attributable to merger and restructuring charges discussed below. Net income for the six months ended December 31, 2000, excluding merger and restructuring costs, totaled $3.1 million, or
$.34 per share.

Interest Income. Interest income for the three months ended December 31, 2000 totaled $20.0 million compared to $14.0 million for the three months ended December 31, 1999. The $6.0 million
increase in interest income was primarily due to a $5.9 million increase in income on loans caused by higher average loan volume outstanding as a result of the acquisition of Ravenna Savings Bank in May 2000, and a 28 basis point increase in the average
yield of the loan portfolio.

Interest income for the six months ended December 31, 2000 totaled $39.0 million compared to $27.4 million for the six months ended December 31, 1999. The $11.6 million increase in interest income was
primarily due to an $11.2 million increase in income on loans caused by higher average loan volumes outstanding and increased yield on the loan portfolio.

Interest Expense. Interest expense for the three months ended December 31, 2000 totaled $13.2 million compared to $7.4 million for the three months ended December 31, 1999. The $5.7 million
increase in interest expense was due to a $3.3 million increase in interest expense on deposits and a $2.6 million increase in interest expense on borrowed funds. The $3.3 million increase in interest expense on deposits was due to the deposit volume
acquired from Ravenna Savings Bank and a 93 basis point increase in the average rate paid on deposit accounts. The $2.6 million increase in interest expense on borrowed funds was due to FHLB advances acquired from Ravenna Savings Bank and additional
borrowings to fund loan growth and stock repurchases. Additionally, due to the increase in interest rates over the last year, the average cost of borrowed funds increased 78 basis points.

Interest expense for the six months ended December 31, 2000 totaled $25.6 million compared to $14.2 million for the six months ended December 31, 1999. The $11.4 million increase in interest expense
during the six-month period resulted from higher deposit and borrowing balances and higher interest rates as discussed above for the three months ended December 31, 2000.

Provision for Loan Losses. The provision for loan losses totaled $1.5 million for the three months ended December 31, 2000 compared to $214,000 for the same period last year. The $1.2 million
increase in provision expense was primarily due to the chargeoff of $1.1 million in loans acquired in the Ravenna Savings Bank merger. At December 31, 2000, the allowance for loan losses to gross loans outstanding was 1.02% compared to 0.86% at June 30,
2000. The provision for loan losses reflects management's evaluation of the underlying credit risk of the loan portfolio to adequately provide for probable loan losses inherent in the loan portfolio as of the balance sheet date. The ratio of the allowance
for loan losses to non-performing loans was 82.7% at December 31, 2000 compared to 93.67% at June 30, 2000. Nonperforming loans totaled $13.1 million at December 31, 2000 including $4.2 million acquired in the merger with FFY. Future additions to the
allowance for loan losses will be dependent on a number of factors including the performance of the loan portfolio, the economy, changes in interest rates and the effect of such changes on real estate values and inflation. Management believes that the
allowance for loan losses was adequate at December 31, 2000.

The provision for loan losses totaled $1.8 million for the six months ended December 31, 2000 compared to $383,000 for the six months ended December 31, 1999. The $1.4 million increase was due to the
higher level of chargeoffs and a larger loan portfolio as compared to a year ago due to the acquisition of Ravenna Savings Bank.

Non Interest Income. Non interest losses totaled $3.0 million for the three months ended December 31, 2000 compared to income of $573,000 for the three months ended December 31, 1999. The $3.6
million decline was due primarily to $2.4 million in losses on loans as a result of the securitization of mortgages and $1.4 million in losses on security sales. The losses were offset slightly by an increase in service charge income due to a larger
customer base as a result of the acquisition of Ravenna Savings Bank.



Non interest losses totaled $1.9 million for the six months ended December 31, 2000 compared to income of $1.1 million for the six months ended December 31, 1999. The $3.0 million decline was due to
loan and security sales losses described above offset by additional service charge income.

Non Interest Expense. Non interest expense totaled $7.6 million for the three months ended December 31, 2000 compared to $3.7 million for the three months ended December 31, 1999. The $3.9
million increase was primarily due to $2.4 million in charges incurred in the merger with FFY and increased operating expenses associated with the acquisition of Ravenna Savings Bank. Significant merger related expenses included $384,000 to prepay FHLB
advances, $820,000 for the write-off of fixed assets and other contracts and $508,000 for employee expenses, including severance. In addition, the acquisition of Ravenna Savings Bank increased expense due to additional staffing levels, occupancy,
telephone and other expenses. The Company also added staff for the new commercial lending operation during the quarter ended December 31, 2000.

Non interest expense totaled $12.2 million for the six months ended December 31, 2000 compared to $7.2 million for the six months ended December 31, 1999. The $5.0 million increase was primarily due
to expenses related to the FFY merger and increased operating expenses associated with the Ravenna Savings Bank acquisition, as discussed above.

Non interest expenses primarily related to information systems conversion, a voluntary employee attrition program and marketing the "First Place Bank" name will be incurred by the Company
over the next three fiscal quarters. Pre-tax costs of approximately $2.7 million, $375,000 and $200,000 are expected to be incurred in the quarters ending March 31, 2001, June 30, 2001 and September 30, 2001, respectively.

Income Taxes. Income tax benefit totaled $2.2 million for the three months ended December 31, 2000, compared to income tax expense of $1.1 million for the three months ended December 31, 1999.
For the six months ended December 31, 2000, income tax benefit was $1.4 million compared to income tax expense of $2.2 million for the six months ended December 31, 1999. The tax benefits resulted from losses before income tax in the current year periods
compared to income before tax in prior year periods.

Liquidity

In general terms, liquidity is a measurement of the Company's ability to meet its cash needs. The Company's objective in liquidity management is to maintain the ability to meet loan commitments,
purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. The Company's principal sources of funds are deposits, amortization and prepayments of loans,
maturities, sales and principal receipts of securities, borrowings, repurchase agreements and operations.

Federal regulations require the Bank to maintain minimum levels of liquid assets in each calendar quarter of not less than 4% of either (i) its liquidity base at the end of the preceding quarter, or
(ii) the average daily balance of its liquidity base during the preceding quarter. The Bank's liquidity exceeded the applicable liquidity requirement at December 31, 2000 and 1999. Simply meeting the liquidity requirement does not automatically mean that
the Bank has sufficient liquidity for a safe and sound operation. Regulations also include a separate requirement that each thrift must maintain sufficient liquidity to ensure its safe and sound operation. Thus, adequate liquidity may vary depending on
the Bank's overall asset/liability structure, market conditions, the activities of competitors, and the requirements of its own deposit and loan customers. Management believes that the Bank's liquidity is sufficient.

Liquidity management is both a daily and long-term responsibility of management. The Bank adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii)
expected deposit flows, (iii) yields available on interest-earning deposits and securities and (iv) the objective of its asset/liability management program. Along with its liquid assets, FFY Bank has additional sources of liquidity available including,
but not limited to, the ability to obtain deposits by offering above-market interest rates and access to advances from the Federal Home Loan Bank.



The primary investing activities of the Company are originating loans and purchasing securities. For the six months ended December 31, 2000, the Bank's loan portfolio used $46.5 million in cash, while
proceeds from the securities portfolio provided $219.8 million. For the six months ended December 31, 1999, an increase in the Bank's loan portfolio used $62.1 million and an increase in the securities portfolio used $3.8 million. Generally, during
periods of declining interest rates, the Bank would be expected to experience increased loan prepayments, which would likely be reinvested at lower interest rates. During periods of increasing interest rates, loan prepayments would be expected to decline,
reducing funds available for investment at higher interest rates.

The primary financing activities of the Company are deposits, repurchase agreements and borrowings. For the six months ended December 31, 2000, deposit accounts provided $1.8 million, whereas
repurchase agreements and borrowed funds used $45.0 million and $43.2 million, respectively. For the six months ended December 31, 1999, an increase in deposits provided $16.0 million, whereas an increase in repurchase agreements and borrowed funds
provided $20.0 million and $47.5 million, respectively.

Capital Resources

Office of Thrift Supervision (OTS) regulations require savings institutions to maintain certain minimum levels of regulatory capital. An institution that fails to comply with its regulatory capital
requirements must obtain OTS approval of a capital plan and can be subject to a capital directive and certain restrictions on its operations. At December 31, 2000, the minimum capital regulations require institutions to have tangible capital to total
tangible assets of 1.5%; a minimum leverage ratio of core (Tier 1) capital to total adjusted tangible assets of 3.0%; and a minimum ratio of total capital (core capital and supplementary capital) to risk weighted assets of 8.0%, of which 4.0% must be core
capital.

Under the prompt corrective action regulations, the OTS is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution.
Such actions could have a direct material effect on an institution's financial statements. The regulations establish a framework for the classification of savings institutions into five categories: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on average total assets); a core (Tier 1) risk-based
capital ratio of at least 6.0%; and a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital
amounts and classifications are also subject to qualitative judgments by the OTS about capital components, risk weightings and other factors.

At December 31, 2000, the Bank met all capital adequacy requirements to which it was subject. Further, the most recent OTS notification categorized the Bank as a well-capitalized institution under the
prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Bank's capital classification.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

The Company sold fixed rate mortgages and mortgage backed securities during the quarter and also obtained fixed rate interest rate swap contracts to help mitigate interest rate risk. This was the only material change in information about
market risk from that provided in the 2000 Annual Report to Shareholders, which was incorporated by reference in to First Place Financial Corp.'s 2000 Annual Report on Form 10-K.

#### PART II.   OTHER INFORMATION

Item 1      Legal Proceedings

The Company 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 the Company in the proceedings, that the resolution of these proceedings should not have a material effect on the Company's results of operations.



# 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

The Company held its annual meeting of stockholders on November 16, 2000. The matters approved by stockholders at the annual meeting and the voting results as to each matter are set forth below.

Adoption of the Agreement and Plan of Merger between First Place Financial Corp. and FFY Financial Corp.

|For       | Against | Abstain | Non-vote 
|--------- | ------- | ------- | ---------
|         
|5,906,674 | 128,789 | 39,838  | 2,230,940

Election of Directors for a three-year term:

|Name                |  | For       | Withheld
|------------------- |  | --------- | --------
|                   
|Robert P. Grace     |  | 8,201,988 | 104,253 
|Thomas M. Humphries |  | 8,185,919 | 120,322 
|Robert S. McGeough  |  | 8,200,161 | 106,080 

Ratification of the Appointment of Crowe, Chizek and Company, LLP, as independent auditors for a one-year term:

|For       | Against | Abstain
|--------- | ------- | -------
|         
|7,687,053 | 525,024 | 94,164 



Item 5       Other Information  None to be reported.

Item 6       Exhibits and Reports on Form 8-K

| | a. | Exhibit 3.1  Amended and Restated Certificate of Incorporation                                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                             
| | b. | Forms 8-K filed during the quarter:                                                                                                                                                         
| |    |                                                                                                                                                                                             
| |    | On October 20, 2000, the Company announced earnings for the quarter ended September 30, 2000 of $.21 per diluted share.                                                                     
| |    |                                                                                                                                                                                             
| |    | On October 27, 2000, the Company filed an 8-K announcing the death of its chairman, Paul A. Watson.                                                                                         
| |    |                                                                                                                                                                                             
| |    | On November 27, 2000, the Company announced the completion of its previously announced share repurchase program and the initiation of another 500,000 share common stock repurchase program.





|Signatures                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                        
|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: February 14, 2001                                                                                                                                                                 
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|