SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 for the Fiscal Year Ended June 30, 2004

                                       OR

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 for the transition period from ______________ to ________________

                         Commission File Number: 0-27916

                            FFD FINANCIAL CORPORATION
              ---------------------------------------------------
                 (Name of small business issuer in its charter)

                      Ohio                              34-1921148
       ---------------------------------        ---------------------------
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)           Identification Number)

                   321 North Wooster Avenue, Dover, Ohio 44622
              ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                           Issuer's telephone number:
                                 (330) 364-7777

         Securities registered under Section 12(b) of the Exchange Act:

                   None                                   None
          -----------------------              ---------------------------
           (Title of each class)                 (Name of each exchange
                                                  on which registered)

         Securities registered under Section 12(g) of the Exchange Act:

                        Common Shares, without par value
        -----------------------------------------------------------------
                                (Title of class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      The issuer's revenues for the fiscal year ended June 30, 2004, were $7.0
million.

      The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average of the bid and asked prices
quoted by the Nasdaq SmallCap Market, was $13.4 million on September 22, 2004.

      1,187,993 of the issuer's common shares were issued and outstanding on
September 21, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

 Part II of Form 10-KSB - Portions of the Annual Report to Shareholders for the
                        fiscal year ended June 30, 2004.

 Part III of Form 10-KSB - Portions of the Proxy Statement for the 2004 Annual
                            Meeting of Shareholders.

       Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                     PART I

Item 1. Description of Business

General

      FFD Financial Corporation ("FFD" or the Corporation), an Ohio corporation
formed in 1996, is a savings and loan holding company which owns all of the
issued and outstanding common shares of First Federal Community Bank, a federal
savings bank ("First Federal"). FFD acquired all of the common shares issued by
First Federal upon its conversion from a mutual savings bank to a stock savings
bank in April 1996 (the "Conversion").

      First Federal has conducted business in Tuscarawas County, Ohio since it
was incorporated in 1898 as an Ohio savings and loan association under the name
"Dover Building & Loan Company." First Federal obtained a federal savings and
loan charter in 1937 under the name "First Federal Savings & Loan Association."
In 1983, First Federal changed its charter to a federal savings bank charter
under the name "First Federal Savings Bank of Dover". In August 2001, First
Federal adopted its present name.

      FFD is subject to regulation and examination by the Office of Thrift
Supervision of the United States Department of the Treasury (the "OTS") and the
United States Securities and Exchange Commission (the "SEC"). First Federal is
subject to supervision and regulation by the OTS and the Federal Deposit
Insurance Corporation (the "FDIC") and is a member of the Federal Home Loan Bank
(the "FHLB") of Cincinnati. The deposits of First Federal are insured up to
applicable limits by the Savings Association Insurance Fund (the "SAIF")
administered by the FDIC.

      First Federal's business involves attracting deposits from individual and
business customers and using such deposits to originate loans to individuals and
businesses in its market area consisting of Tuscarawas and contiguous counties
in Ohio. First Federal provides deposit products including checking, savings,
money market and individual retirement accounts and certificates of deposit.
Additionally, First Federal provides access to its products and services via the
Internet at www.onlinefirstfed.com. First Federal originates residential and
            ----------------------
home equity loans, construction loans, nonresidential real estate loans,
business loans, and consumer loans. Loan funds are obtained primarily from
deposits, loan repayments and First Federal also obtains advances from the FHLB
of Cincinnati when other sources of funds are inadequate to fund loan demand.
First Federal also invests in U.S. Government agency obligations,
interest-bearing deposits in other financial institutions, mortgage-backed
securities and other investments permitted by applicable law.

      Interest on loans, mortgage-backed securities and investments is First
Federal's primary source of income. First Federal's principal expense is
interest paid on deposit accounts and borrowings. Operating results are
dependent to a significant degree on First Federal's net interest income, which
is the difference between interest earned on loans, mortgage-backed securities
and other investments and interest paid on deposits and borrowings. Like most
thrift institutions, First Federal's interest income and interest expense are
significantly affected by general economic conditions and by the policies of
various regulatory authorities.

Lending Activities

      General. First Federal's principal lending activities are the origination
of real estate loans secured by one- to four-family residential properties,
nonresidential real estate loans, and business loans in First Federal's primary
market area. First Federal also originates loans secured by multifamily
properties containing five units or more, construction loans, and various types
of consumer loans.

<PAGE>

      Loan Portfolio Composition. The following table presents certain
information regarding the composition of First Federal's loan portfolio at the
dates indicated:

<TABLE>
<CAPTION>
                                                                    At June 30,
                                      ----------------------------------------------------------------------
                                             2004                      2003                     2002
                                      -------------------      -------------------       -------------------
                                                   Percent                  Percent                   Percent
                                                  of total                 of total                  of total
                                       Amount       loans       Amount       loans        Amount       loans
                                       ------       -----       ------       -----        ------       -----
                                                             (Dollars in thousands)
<S>                                   <C>           <C>        <C>           <C>         <C>           <C>
One- to four-family (1)               $ 56,972       49.0%     $ 62,396       53.0%      $ 64,560       59.9%
Multifamily (1)                          6,056        5.2         4,905        4.2          5,354        5.0
Nonresidential and land (1)             34,968       30.1        28,488       24.2         24,917       23.1
Commercial - secured                    15,111       13.0        19,002       16.1         10,818       10.1
Commercial - unsecured                     269        0.2           452        0.4            448        0.4
Consumer                                 2,769        2.4         2,352        2.0          1,604        1.5
Deferred loan origination costs            138        0.1           121       0 .1             --         --
                                      --------      -----      --------      -----       --------      -----
  Total loans                          116,283      100.0%      117,716      100.0%       107,701      100.0%
                                                    =====                    =====                     =====

Less:
Undisbursed portion of loans in
  process                                1,216                    2,699                       269
Deferred loan origination fees              --                       --                         1
Allowance for loan losses                  779                      818                       713
                                      --------                 --------                  --------

  Loans receivable, net               $114,288                 $114,199                  $106,718
                                      ========                 ========                  ========
</TABLE>

(1)   Includes construction loans.

      Loan Maturity Schedule. The following table sets forth certain information
as of June 30, 2004, regarding the dollar amount of loans maturing in First
Federal's portfolio based on their contractual terms to maturity. Demand loans
and loans having no stated schedule of repayments and no stated maturity are
reported as due in one year or less. Applicable deferred loan origination costs
are included in the amounts presented.

<TABLE>
<CAPTION>
                                                                                Due 11-or
                              Due during the year ending    Due 4-5  Due 6-10     more
                                        June 30,             years     years      years
                              ---------------------------    after     after      after
                                2005      2006      2007    6/30/04   6/30/04    6/30/04    Total
                              -------   -------   -------   -------  --------    -------   --------
                                                         (In thousands)
<S>                           <C>       <C>       <C>       <C>       <C>        <C>       <C>
Residential real estate (1)   $ 9,155   $ 3,166   $ 3,331   $ 7,190   $21,513    $18,770   $ 63,125
Nonresidential and land         2,880     3,032     3,190     6,894    18,997         --     34,993
Commercial loans                5,112     5,376     4,903        --        --         --     15,391
Consumer loans                  1,026       630       669       449        --         --      2,774
                              -------   -------   -------   -------   -------    -------   --------
  Total loans                 $18,173   $12,204   $12,093   $14,533   $40,510    $18,770   $116,283
                              =======   =======   =======   =======   =======    =======   ========
</TABLE>

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

(1)   Includes one- to four-family and multifamily loans.

      The following table sets forth the dollar amount of all loans due after
June 30, 2005, which have fixed interest rates and which have floating or
adjustable interest rates:

                                               Due after June 30, 2005
                                               -----------------------
                                                   (In thousands)

             Fixed rate of interest                    $19,253
             Adjustable rate of interest                78,857
                                                       -------
                                                       $98,110
                                                       =======


                                       2
<PAGE>

      One- to Four-Family Residential Real Estate Loans. First Federal makes
permanent conventional loans secured by first mortgages on existing one- to
four-family residences, primarily single-family residences, located in
Tuscarawas County, Ohio. First Federal also originates home equity loans secured
by second mortgages on one- to four-family residential real estate. The
aggregate amount of First Federal's one- to four-family residential real estate
loans was $57.0 million, or 49.0% of total loans, at June 30, 2004.

      First Federal offers adjustable-rate mortgage loans ("ARMs") for terms up
to 30 years. The interest rate adjustment periods on the ARMs are one year,
three years or five years, although most of the ARMs originated by First Federal
are one-year ARMs. The rates on ARMs are tied to the average monthly mortgage
contract rate for previously occupied homes published by the Federal Housing
Finance Board. The maximum allowable adjustment at each adjustment date is 2%.
Some of First Federal's ARMs have a maximum adjustment of 6% over the term of
the loan.

      Adjustable-rate mortgage loans decrease First Federal's interest rate risk
but involve other risks, primarily credit risk, because as interest rates rise
the payment by the borrower increases to the extent permitted by the terms of
the loan, thereby increasing the potential for default. At the same time, the
marketability of the underlying property may be adversely affected by higher
interest rates. First Federal believes that these risks have not had a material
adverse effect on First Federal to date.

      First Federal originates fixed-rate loans with terms of up to 30 years,
although the majority of First Federal's fixed-rate loans are sold in the
secondary market.

      To a lesser extent, First Federal makes loans for the construction of
residential real estate. These loans are typically structured as permanent loans
with adjustable or fixed rates of interest and terms from 15 to 30 years.
Construction loans originated by First Federal are made to owner-occupants for
the construction of single-family homes by a general contractor and to
developers for the construction of single-family homes.

      Construction loans generally involve greater underwriting and default
risks than do loans secured by mortgages on existing properties. First Federal
advances loan funds upon the security of the project under construction, which
is more difficult to value before the completion of construction. Because of the
uncertainties inherent in estimating construction costs, in the event a default
on a construction loan occurs and foreclosure follows, First Federal must take
control of the project and attempt either to arrange for completion of
construction or dispose of the unfinished project.

      OTS regulations limit the amount that First Federal may lend in
relationship to the appraised value of the real estate and improvements (the
"Loan-to-Value Ratio" or "LTV") at the time of loan origination. Most of First
Federal's one- to four-family loans have a LTV of 80% or less, although First
Federal will make first mortgage loans on one- to four-family residences up to
89% of the value of the real estate and improvements. First Federal also has an
affordable housing loan program under which it originates a small number of
variable-rate loans with LTVs of up to 95%.

      Included in one- to four-family loans are lines of credit secured by a
mortgage on the borrower's principal residence. Basic home equity lines of
credit typically do not exceed an amount which, when added to any prior
indebtedness secured by the real estate, does not exceed 89% of the estimated
value of the real estate. Premier lines of credit to certain high net worth
borrowers are made for amounts which may exceed the estimated value of the real
estate. First Federal's home equity loans have terms of up to 15 years. The
interest rates charged by First Federal on home equity loans adjust monthly and
are tied to the base rate on corporate loans, posted by at least 75% of the
nation's 30 largest banks, as reported in The Wall Street Journal. At June 30,
                                          -----------------------
2004, First Federal's one- to four-family residential real estate loan portfolio
included $13.7 million in home equity loans.

      Multifamily Residential Real Estate Loans. First Federal originates loans
secured by multifamily properties containing five or more units. The majority of
such loans are made with adjustable interest rates and a maximum LTV of 85% for
terms of up to 20 years.

      Multifamily lending is generally considered to involve a higher degree of
risk because the loan amounts are larger and the borrower typically depends upon
income generated by the project to cover operating expenses and debt service.
The profitability of a project can be affected by economic conditions,
government policies and other factors beyond the control of the borrower. First
Federal attempts to reduce the risk associated with multifamily lending by
evaluating the credit-worthiness of the borrower and the projected income from
the project and by obtaining personal guarantees on loans made to corporations,
partnerships and limited liability companies.


                                       3
<PAGE>

      At June 30, 2004, loans secured by multifamily properties totaled
approximately $6.1 million, or 5.2 % of total loans.

      Nonresidential Real Estate and Land Loans. First Federal makes loans
secured by nonresidential real estate consisting of retail stores, office
buildings and other commercial properties. Such loans are originated with terms
of up to 20 years and a maximum LTV of 80%. First Federal also makes loans
secured by improved and unimproved lots for the construction of single-family
residences. Unimproved lot loans have terms of up to five years and a maximum
LTV of 65%. Improved lot loans have terms of up to five years and a maximum LTV
of 89%.

      Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. If, for example, leases are not
obtained or renewed, the cash flow on the property may be reduced and the
borrower's ability to repay may be impaired. First Federal has endeavored to
reduce such risk by evaluating the credit history and past performance of the
borrower, the location of the real estate, the quality of the management
constructing and operating the property, the debt service ratio, the quality and
characteristics of the income stream generated by the property and appraisals
supporting the property's valuation.

      First Federal also originates loans for the construction of
non-residential real estate. These loans are typically structured as permanent
loans with adjustable or fixed rates of interest and terms up to 20 years and
generally involve greater underwriting and default risks than do loans secured
by mortgages on existing properties. Because of the uncertainties inherent in
estimating construction costs, in the event a default on a construction loan
occurs and foreclosure follows, First Federal must take control of the project
and attempt either to arrange for completion of construction or dispose of the
unfinished project.

      At June 30, 2004, First Federal had a total of $35.0 million, or 30.1% of
total loans, invested in nonresidential real estate and land loans. Federal
regulations limit the amount of nonresidential mortgage and land loans which
First Federal may make to 400% of its capital. At June 30, 2004, nonresidential
mortgage and land loans totaled 220% of First Federal's capital.

      Commercial Loans. First Federal makes commercial loans to businesses in
its primary market area which are secured by inventory, accounts receivable,
machinery or other assets of the borrower. The LTV ratios for commercial loans
depend upon the nature of the underlying collateral, but generally commercial
loans are made with LTVs of not more than 85% and have adjustable interest rates
with terms up to 10 years.

      Commercial loans generally entail significantly greater risk than real
estate lending. The repayment of commercial loans is typically dependent on the
income stream and successful operation of a business, which can be affected by
economic conditions.

      At June 30, 2004, First Federal had approximately $15.4 million, or 13.2%
of total loans, invested in commercial loans. OTS regulations limit the amount
of commercial loans that First Federal may invest in to 20% of the First
Federal's total assets, provided that amounts in excess of 10% may only be used
for small business loans. At June 30, 2004, First Federal was in compliance with
this limit.

      Consumer Loans. First Federal makes various types of consumer loans,
including unsecured loans and loans secured by savings accounts and motor
vehicles. Consumer loans are made at fixed or adjustable rates of interest.
Unsecured loans are made with terms of up to two years. Motor vehicle loans are
made with terms of up to five and a half years. Consumer loans may entail
greater credit risk than residential mortgage loans. The risk of default on
consumer loans increases during periods of recession, high unemployment and
other adverse economic conditions. Although First Federal has not had
significant delinquencies on consumer loans, no assurance can be provided that
delinquencies will not increase in the future.

      At June 30, 2004, approximately $2.8 million, or 2.4% of First Federal's
total loans were invested in consumer loans.

      Loan Solicitation and Processing. Loan originations are developed from a
number of sources, including continuing business with depositors, borrowers and
real estate developers, newspaper, television, and radio advertisements,
solicitations by First Federal's lending staff and walk-in customers.


                                       4
<PAGE>

      Loan applications for real estate loans are taken by First Federal's loan
personnel. First Federal typically obtains a credit report, verification of
income and other documentation concerning the creditworthiness of the borrower.
An appraisal or evaluation of the fair market value of the real estate which
will be given as security for the loan is prepared by a staff appraiser or a fee
appraiser approved by the Board of Directors. For construction loans, an
appraiser also evaluates the building plans, construction specifications and
estimates of construction costs, and First Federal evaluates the feasibility of
the proposed construction project and the experience and record of the builder.
Upon the completion of the appraisal or evaluation and the receipt of
information on the credit history of the borrower, the loan application is
submitted for review in accordance with First Federal's underwriting guidelines.

      Under First Federal's current loan guidelines, if a real estate loan
application is approved, First Federal usually obtains title insurance on the
real estate which will secure the mortgage loan. In the past, First Federal used
an attorney's opinion for single-family loans. First Federal requires borrowers
to carry satisfactory fire and casualty insurance and, if applicable, flood
insurance, and to name First Federal as an insured mortgagee.

      Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

      Loan Originations, Purchases and Sales. Currently, First Federal
originates both adjustable-rate and fixed-rate loans for its portfolio. First
Federal sells a majority of its fixed-rate real estate loans to the Federal Home
Loan Mortgage Corporation ("FHLMC"), and First Federal services the loan in
exchange for a servicing fee. During the year ended June 30, 2004, First Federal
sold approximately $29.8 million in loans to the FHLMC.

      The following table presents the activity in First Federal's loan
portfolio, for the periods indicated. First Federal occasionally purchases
participation interests in loans originated by other financial institutions.
During 2004 and 2003 loans originated includes $1.2 million and $196,000,
respectively, non-residential loans purchased from other financial institutions.
No loans were purchased in 2002.

                                                     Year ended June 30,
                                              --------------------------------
                                                2004        2003        2002
                                              --------    --------    --------
                                                      (In thousands)
Loans originated:
   One- to four-family                        $ 36,182    $ 55,037    $ 28,847
   Construction                                  3,700       4,706       1,288
   Nonresidential and land                      11,589      11,787      16,587
   Commercial                                   16,744      21,438       3,915
   Consumer                                      1,626       1,702         533
                                              --------    --------    --------
     Total loans originated                     69,841      94,670      51,170
Principal repayments                            41,633      41,319      32,238
Loans sold                                      29,752      44,172      19,210
Increase (decrease) in other items, net (1)         83        (268)       (134)
                                              --------    --------    --------
Net increase (decrease) in loans receivable   $ (1,461)   $  8,911    $   (412)
                                              ========    ========    ========

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

(1)   Other items consist of amortization of deferred loan origination fees, the
      provision for losses on loans, transfers to real estate acquired through
      foreclosure, and the recognition and amortization of mortgage servicing
      rights.

      OTS regulations impose a limit on the aggregate amount that a savings
association may lend to any one borrower to an amount equal to 15% of the
association's total capital for risk-based capital purposes plus any loan loss
reserves not already included in total capital (the "Lending Limit Capital"). A
savings association may loan to one borrower an additional amount not to exceed
10% of the association's Lending Limit Capital if the additional amount is fully
secured by certain forms of "readily marketable collateral." Real estate is not
considered "readily marketable collateral." In applying this limit, the
regulations require that loans to certain related or affiliated borrowers be
aggregated. An exception to this limit permits loans to one borrower of up to
$500,000. In addition, the OTS may permit exceptions to the lending limit on a
case-by-case basis under certain circumstances.

      Based on the 15% limit, First Federal was able to lend approximately $2.4
million to one borrower at June 30, 2004. The largest amount First Federal had
outstanding to one borrower at June 30, 2004, was $2.1 million.


                                       5
<PAGE>

      Loan Origination and Other Fees. First Federal realizes loan origination
fees and other fee income from its lending activities, including late payment
charges, application fees and fees for other miscellaneous services. Loan
origination fees and other fees are a volatile source of income, varying with
the volume of lending, loan repayments and general economic conditions. All
nonrefundable loan origination fees and certain direct loan origination costs
are deferred and recognized as an adjustment to yield over the life of the
related loan.

      Delinquent Loans, Nonperforming Assets and Classified Assets. First
Federal endeavors to maintain a high level of asset quality through sound
underwriting and efficient collection practices. To discourage late payments,
First Federal charges a late fee of 5% of the payment amount after 15 days for
fixed-rate loans and 30 days for ARMs. When a loan is 30 days or more
delinquent, the borrower is sent a delinquency notice. When a loan is 60 days
delinquent, First Federal may contact the borrower by telephone. When a loan
becomes 90 days delinquent, it is generally referred to an attorney for
foreclosure or collection, unless the Board of Directors authorizes appropriate
alternative payment arrangements to eliminate the arrearage. First Federal bases
a decision as to whether and when to initiate foreclosure or collection
proceedings on such factors as the amount of the outstanding loan in relation to
the original indebtedness, the extent of the delinquency and the borrower's
ability and willingness to cooperate in curing the delinquency.

      If a foreclosure or repossession occurs, the real estate or other
collateral is sold at public sale and may be purchased by First Federal. Real
estate acquired by First Federal as a result of foreclosure proceedings is
classified as real estate owned ("REO") until it is sold. When First Federal
acquires a property, or any other collateral, it initially records the property
or collateral at the lower of cost or fair value, less estimated selling costs.
First Federal records a loss provision if the collateral's fair value
substantially declines below the value determined at the recording date. In
determining the lower of cost or fair value at acquisition, costs relating to
development and improvement are capitalized. Costs relating to holding real
estate acquired through foreclosure, net of rental income, are charged against
earnings as incurred. First Federal had no REO at June 30, 2004.

      The following table reflects the amount of delinquent loans as of the
dates indicated:

<TABLE>
<CAPTION>
                                   June 30, 2004                 June 30, 2003                  June 30, 2002
                           -----------------------------  ----------------------------   ----------------------------
                                                Percent                       Percent                        Percent
                                                of total                      of total                       of total
                           Number    Amount      loans    Number    Amount     loans     Number    Amount     loans
                           ------    ------      -----    ------    ------     -----     ------    ------     -----
                                                            (Dollars in thousands)
<S>                          <C>     <C>         <C>        <C>     <C>         <C>        <C>     <C>         <C>
 Loans delinquent for:
    30 - 59 days              6      $  157       .13%      11      $  636      0.53%      13      $1,247      1.15%
    60 - 89 days             11         474       .41%       7         313      0.26%      13         904      0.84%
    90 days and over         14         741       .64%      12         808      0.68%       9         622      0.58%
                             --      ------      ----       --      ------      ----       --      ------      ----
 Total delinquent loans      31      $1,372      1.18%      30      $1,757      1.47%      35      $2,773      2.57%
                             ==      ======      ====       ==      ======      ====       ==      ======      ====
</TABLE>

      Nonperforming assets include nonaccruing loans, real estate acquired by
foreclosure or by deed-in-lieu of foreclosure, and repossessed assets. First
Federal ceases to accrue interest on real estate loans that are delinquent 90
days or more. The accrual of interest may stop before a loan is 90 days
delinquent if, in the opinion of management, the collateral value is not
adequate to cover the outstanding principal and interest. First Federal places a
loan on nonaccrual status when, in the judgment of management, the collection of
interest contractually past due is unlikely.


                                       6
<PAGE>

      The following table sets forth information with respect to First Federal's
nonaccruing, impaired and nonperforming loans and nonperforming assets at the
dates indicated.

                                                       At June 30,
                                               ----------------------------
                                                2004       2003       2002
                                               ------     ------     ------
                                                  (Dollars in thousands)

Impaired and nonperforming loans               $  370     $  692     $   38
Impaired and performing loans                     404      1,552        421
                                               ------     ------     ------

   Total impaired loans                           774      2,244        459

Other nonperforming loans                         370        116        584
                                               ------     ------     ------

   Total nonperforming and impaired loans       1,144      2,360      1,043

Real estate acquired through foreclosure           --        161         --
                                               ------     ------     ------

   Total nonperforming and impaired assets     $1,144     $2,521     $1,043
                                               ======     ======     ======

Total nonperforming and impaired loans as a
   percent of total loans                        0.98%      1.98%      0.97%

Allowance for loan losses as a percent of
   nonperforming and impaired loans             68.09%     32.45%     68.36%

Total nonperforming and impaired assets to
   total assets                                  0.84%      1.85%      0.80%

      For the year ended June 30, 2004, interest income of $49,000 would have
been recorded on nonaccruing loans had such loans been accruing pursuant to
contractual terms. No interest income was recorded on such loans during the
year.

      OTS regulations require that each thrift institution classify its own
assets on a regular basis. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined weaknesses
and are characterized by the distinct possibility that the insured institution
will sustain some loss if the deficiencies are not corrected. "Doubtful" assets
have the same weaknesses as "substandard" assets, with the additional
characteristics that (i) the weaknesses make collection or liquidation in full
on the basis of currently existing facts, conditions and values questionable and
(ii) there is a high possibility of loss. An asset classified as "loss" is
considered uncollectible and of such little value that its continuance as an
asset of the institution is not warranted. If an asset, or portion thereof, is
classified as loss, the association must either establish a specific allowance
for losses in the amount of 100% of the portion of the asset classified as loss
or charge-off such amount. The regulations also contain a "special mention"
category, consisting of assets which do not currently expose an institution to a
sufficient degree of risk to warrant classification but which possess credit
deficiencies or potential weaknesses deserving management's close attention. At
June 30, 2004, First Federal had $3.2 million in special mention assets.

      The aggregate amounts of First Federal's classified assets at the dates
indicated were as follows:

                                              At June 30,
                                      --------------------------
                                       2004      2003      2002
                                      ------    ------    ------
                                            (In thousands)
                Classified assets:
                  Substandard         $  415    $  431    $   --
                  Doubtful               534       552        --
                                      ------    ------    ------
                  Total               $  949    $  983    $   --
                                      ======    ======    ======


                                       7
<PAGE>

      Federal examiners are authorized to classify an association's assets. If
the association does not agree with an examiner's classification of an asset, it
may appeal the determination to the Regional Director of the OTS. First Federal
had no disagreements with the examiners regarding the classification of assets
at the time of its last examination.

      Allowance for Loan Losses. First Federal maintains an allowance for loan
losses based upon a number of relevant factors, including, but not limited to,
growth and changes in the composition of the loan portfolio, trends in the level
of delinquent and problem loans, loan charge-offs, current and anticipated
economic conditions in First Federal's primary lending area, past loss
experience and possible losses arising from specific problem assets.

      The single largest component of First Federal's loan portfolio consists of
one- to four-family residential real estate loans. Substantially all of these
loans are secured by property in First Federal's primary lending area of
Tuscarawas County, Ohio which has a fairly stable economy. First Federal's
practice of making loans primarily in its local market area has contributed to a
historically low charge-off rate. Substantially all of First Federal's other
real estate loans are also secured by properties in First Federal's primary
lending area. First Federal has not experienced any significant charge-offs from
these other real estate loan categories in recent years.

      Nonresidential real estate loans and commercial loans are generally deemed
to entail significantly greater risk than residential real estate loans. The
repayment of such loans is typically dependent on the income stream and
successful operation of the business, which can be affected by economic
conditions.

      A small portion of First Federal's total loans consists of consumer loans.
Some of these loans are unsecured and others are secured by collateral that
declines in value, which entails a higher degree of risk than real estate loans.

      Large loans are reviewed periodically to identify potential problems at an
early date. While the Board of Directors believes that it uses the best
information available to determine the allowance for loan losses, unforeseen
market conditions could result in material adjustments, and net earnings could
be significantly adversely affected, if circumstances differ substantially from
the assumptions used in making the final determination.

      The following table sets forth an analysis of First Federal's allowance
for loan losses for the periods indicated:

                                                    Year ended June 30,
                                               ------------------------------
                                                2004        2003        2002
                                               ------      ------      ------
                                                  (Dollars in thousands)

Balance at beginning of period                 $  818      $  713      $  564
Charge-offs                                       (64)        (26)         (1)
Provision for losses on loans                      25         131         150
                                               ------      ------      ------
Balance at end of period                       $  779      $  818      $  713
                                               ======      ======      ======

Ratio of net charge-offs to average loans
   outstanding during the period                 0.06%       0.02%        -- %

Ratio of allowance for loan losses to total
   loans                                         0.67%       0.68%       0.66%


                                       8
<PAGE>

      The following table sets forth the allocation of First Federal's allowance
for loan losses by type of loan at the dates indicated:

<TABLE>
<CAPTION>
                                                            At June 30,
                            ---------------------------------------------------------------------------
                                      2004                      2003                      2002
                            -----------------------    ----------------------    ----------------------
                                       Percent of                Percent of                Percent of
                                      loans in each             loans in each             loans in each
                                       category to               category to               category to
                            Amount     total loans     Amount    total loans     Amount    total loans
                            ------    -------------    ------   -------------    ------   -------------
<S>                           <C>         <C>           <C>         <C>           <C>         <C>
                                                       (Dollars in thousands)
Balance at year end
applicable to:
   Real estate loans          $124         84.4%        $489         81.5%        $255         88.0%
   Commercial loans            648         13.2          300         16.5          396         10.5
   Consumer loans                7          2.4           29          2.0           62          1.5
   Unallocated                  --           --           --           --           --           --
                              ----        -----         ----        -----         ----        -----
     Total                    $779        100.0%        $818        100.0%        $713        100.0%
                              ====        =====         ====        =====         ====        =====
</TABLE>

      Because the loan loss allowance is based on estimates, it is monitored
quarterly and adjusted as necessary to provide an adequate allowance.

Investment Activities

      First Federal is permitted to make investments in certain commercial
paper, corporate debt securities rated in one of the four highest rating
categories by one or more nationally recognized statistical rating
organizations, and other investments permitted by federal regulations.

      First Federal maintains a significant portfolio of mortgage-backed
securities in the form of FHLMC, Government National Mortgage Association
("GNMA") and Federal National Mortgage Association ("FNMA") participation
certificates. Mortgage-backed securities generally entitle First Federal to
receive a portion of the cash flows from an identified pool of mortgages. FHLMC,
GNMA and FNMA securities are guaranteed by the issuing agency as to principal
and interest. Although mortgage-backed securities generally yield less than
individual loans originated by First Federal, management believes they are a
prudent investment alternative.


                                       9
<PAGE>

      The following table sets forth information regarding First Federal's
investment securities and mortgage-backed securities at the dates indicated:

<TABLE>
<CAPTION>
                                                                       At June 30,
                                     ---------------------------------------------------------------------------------
                                                      2004                                      2003
                                     ---------------------------------------   ---------------------------------------
                                     Amortized   % of       Market    % of     Amortized   % of       Market    % of
                                        cost     total      Value     total       cost     total      value     total
                                       ------    ------     ------    ------     ------    ------     ------    ------
                                                                  (Dollars in thousands)
<S>                                    <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Investment securities designated as
available for sale:
  U.S. Government and agency
     obligations                       $4,499      81.4%    $4,402      80.9%    $1,501      50.5%    $1,502      49.7%
                                       ------    ------     ------    ------     ------    ------     ------    ------

Mortgage-backed securities
   designated as held to maturity         395       7.2        411       7.5        651      21.9        687      22.8

Mortgage-backed securities
   designated as available for sale       632      11.4        630      11.6        820      27.6        832      27.5
                                       ------    ------     ------    ------     ------    ------     ------    ------

Total mortgage-backed securities        1,027      18.6      1,041      19.1      1,471      49.5      1,519      50.3
                                       ------    ------     ------    ------     ------    ------     ------    ------

Total investment securities and
   mortgage-backed securities          $5,526     100.0%    $5,443     100.0%    $2,972     100.0%    $3,021     100.0%
                                       ======    ======     ======    ======     ======    ======     ======    ======

<CAPTION>

                                                  At June 30,
                                     ---------------------------------------
                                                      2002
                                     ---------------------------------------
                                     Amortized   % of       Market    % of
                                        cost     total      value     total
                                       ------    ------     ------    ------
                                              (Dollars in thousands)
<S>                                    <C>        <C>       <C>        <C>
Investment securities designated as
available for sale:
  U.S. Government and agency
     obligations                       $2,038      39.4%    $2,047      39.0%
                                       ------    ------     ------    ------

Mortgage-backed securities
   designated as held to maturity       1,606      31.0      1,648      31.4

Mortgage-backed securities
   designated as available for sale     1,531      29.6      1,551      29.6
                                       ------    ------     ------    ------

Total mortgage-backed securities        3,137      60.6      3,199      61.0
                                       ------    ------     ------    ------

Total investment securities and
   mortgage-backed securities          $5,175     100.0%    $5,246     100.0%
                                       ======    ======     ======    ======
</TABLE>

      The maturities of First Federal's U. S. Government and agency obligations
and mortgage-backed securities at June 30, 2004, are indicated in the following
table:

<TABLE>
<CAPTION>
                                                 After one year through       After five
                           Less than one year           five years         through ten years
                          --------------------   ----------------------   --------------------
                          Amortized    Average    Amortized    Average    Amortized    Average
                             Cost       yield        cost       yield        cost       yield
                            ------     -------      ------     -------      ------      ------
                                                 (Dollars in thousands)
<S>                         <C>             <C>     <C>           <C>       <C>           <C>
U.S. Government and
  agency obligations        $   --          --%     $   --          --%     $2,500        3.55%
Mortgage-backed
  securities                    --          --          54        7.22         106        8.78
                            ------      ------      ------      ------      ------      ------
                            $   --          --%     $   54        7.22%     $2,606        3.76%
                            ======      ======      ======      ======      ======      ======

<CAPTION>

                               After ten
                                 years                            Total
                          --------------------    -------------------------------------
                          Amortized    Average    Amortized     Market      Weighted-
                             cost       yield        cost       value     average yield
                            ------      ------      ------      ------    -------------
                                            (Dollars in thousands)
<S>                         <C>           <C>       <C>         <C>            <C>
U.S. Government and
  agency obligations        $1,999        5.00%     $4,499      $4,402         4.19%
Mortgage-backed
  securities                   867        3.76       1,027       1,041         4.46
                            ------      ------      ------      ------       ------
                            $2,866        4.62%     $5,526      $5,443         4.24%
                            ======      ======      ======      ======       ======
</TABLE>

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


                                       10
<PAGE>

Deposits and Borrowings

      Deposits. Deposits have traditionally been the primary source of First
Federal's funds for use in lending and other investment activities. Deposits are
attracted principally from within First Federal's primary market area through
the offering of a broad selection of deposit instruments, including negotiable
order of withdrawal ("NOW") accounts, passbook savings accounts, individual
retirement accounts ("IRAs") and term certificate accounts. Interest rates paid,
maturity terms, service fees and withdrawal penalties for the various types of
accounts are established periodically by the management of First Federal based
on First Federal's liquidity requirements, growth goals and interest rates paid
by competitors. First Federal does not use brokers to attract deposits.

      At June 30, 2004, First Federal's certificates of deposit totaled $48.2
million, or 45.7% of total deposits. Of such amount, approximately $25.8 million
mature within one year. Based on past experience and First Federal's prevailing
pricing strategies, management believes that a substantial percentage of these
certificates will renew with First Federal at maturity. If there is a
significant deviation from historical experience, First Federal can utilize
borrowings from the FHLB as an alternative to this source of funds.

      The following table sets forth the dollar amount of deposits in the
various types of accounts offered by First Federal at the dates indicated:

<TABLE>
<CAPTION>
                                                                      At June 30,
                                          ----------------------------------------------------------------------
                                                  2004                     2003                     2002
                                          --------------------     --------------------     --------------------
                                                      Percent                 Percent                  Percent
                                                      of total                of total                 of total
                                           Amount     deposits      Amount    deposits       Amount    deposits
                                           ------     --------      ------    --------       ------    --------
                                                                (Dollars in thousands)
<S>                                       <C>            <C>       <C>            <C>       <C>            <C>
Transaction accounts:
  Demand deposit accounts                 $ 10,805        10.3%    $  7,867         7.5%    $  4,908         5.1%
  NOW and money market accounts (1)         12,888        12.2       12,981        12.5       11,343        11.9
  Passbook savings accounts (2)             33,526        31.8       32,229        30.9       29,623        31.0
                                          --------    --------     --------    --------     --------    --------

  Total transaction accounts                57,219        54.3       53,077        50.9       45,874        48.0

Certificates of deposit:
    .50 - 1.00%                              1,807         1.7          429         0.4           --          --
   1.01 - 2.00%                             14,691        13.9       11,571        11.1        2,871         3.0
   2.01 - 4.00%                             18,014        17.1       18,895        18.1       23,816        24.9
   4.01 - 6.00%                             13,715        13.0       18,726        17.9       14,473        15.2
   6.01 - 8.00%                                 --          --        1,653         1.6        8,508         8.9
                                          --------    --------     --------    --------     --------    --------
     Total certificates of deposit (3)      48,227        45.7       51,274        49.1       49,668        52.0
                                          --------    --------     --------    --------     --------    --------

     Total deposits                       $105,446       100.0%    $104,351       100.0%    $ 95,542       100.0%
                                          ========    ========     ========    ========     ========    ========
</TABLE>

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

(1)   The weighted-average interest rates on NOW and money market accounts were
      0.17% at June 30, 2004, 0.20% at June 30, 2003, and 0.35% at June 30,
      2002.

(2)   The weighted-average interest rates on passbook accounts were 0.84% at
      June 30, 2004, 0.83% at June 30, 2003, and 1.59% at June 30, 2002.

(3)   The weighted-average rates on all certificates of deposit were 2.98% at
      June 30, 2004, 3.43% at June 30, 2003, and 3.93% at June 30, 2002.

                                       11
<PAGE>

      The following table shows rate and maturity information for First
Federal's certificates of deposit at June 30, 2004:

                                  Amount Due
                                  ----------

                                Over         Over
                     Up to    1 year to   3 years to     Over
 Rate              One year    3 years     5 years     5 years      Total
 ----              --------    -------     -------     -------
                                       (In thousands)
 0.50 - 1.00%      $  1,802    $      5    $     --    $     --    $  1,807
 1.01 - 2.00%        10,894       3,797          --          --      14,691
 2.01 - 4.00%         8,240       7,010       2,561         204      18,014
 4.01 - 6.00%         4,890       8,351         210         263      13,715
                   --------    --------    --------    --------    --------

   Total           $ 25,826    $ 19,163    $  2,771    $    467    $ 48,227
                   ========    ========    ========    ========    ========

      The following table presents the amount of First Federal's certificates of
deposit of $100,000 or more by the time remaining until maturity at June 30,
2004:

           Maturity                                               Amount
           --------                                               ------
                                                              (In thousands)

           Three months or less                                   $1,129
           Over 3 months to 6 months                               1,427
           Over 6 months to 12 months                              2,107
           Over 12 months                                          4,790
                                                                  ------

              Total                                               $9,453
                                                                  ======

      The following table sets forth First Federal's deposit account balance
activity for the periods indicated:

                                                Year ended June 30,
                                       ---------------------------------------
                                         2004           2003           2002
                                       ---------      ---------      ---------
                                                (Dollars in thousands)

Beginning balance                      $ 104,351      $  95,542      $  91,018

Deposits                                 972,191        701,797        540,187
Withdrawals                             (972,653)      (694,954)      (538,233)
                                       ---------      ---------      ---------
Net increase (decrease) in deposits
   before interest credited                 (462)         6,843          1,954
Interest credited                          1,557          1,966          2,570
                                       ---------      ---------      ---------
Ending balance                         $ 105,446      $ 104,351      $  95,542
                                       =========      =========      =========

Net increase                           $   1,095      $   8,809      $   4,524
                                       =========      =========      =========

Percent increase                             1.1%           9.2%           5.0%
                                             ===            ===            ===

      Borrowings. First Federal's other sources of funds include advances from
the FHLB. First Federal is a member of the FHLB of Cincinnati and must maintain
an investment in the capital stock of that FHLB in an amount equal to the
greater of 1% of the aggregate outstanding principal amount of First Federal's
residential mortgage loans, home purchase contracts and similar obligations at
the beginning of each year, and 5% of its advances from the FHLB. First Federal
complied with this requirement at June 30, 2004, with an investment in stock of
the FHLB of Cincinnati of $2.0 million.

      FHLB advances are secured by collateral in one or more of the following
categories: fully-disbursed, whole first mortgage loans on improved residential
property or securities representing a whole interest in such loans; securities
issued,


                                       12
<PAGE>

insured, or guaranteed by the U.S. Government or an agency thereof; deposits in
any FHLB; or other real estate related collateral acceptable to the FHLB, if
such collateral has a readily ascertainable value and the FHLB can perfect its
security interest in the collateral. At June 30, 2004, First Federal had $12.7
million outstanding in advances from the FHLB. First Federal had no other
borrowings during the last three fiscal years.

      The following table sets forth certain information as to First Federal's
FHLB advances at the dates indicated:

                                               At June 30,
                                     -------------------------------
                                      2004        2003        2002
                                     -------     -------     -------
                                         (Dollars in thousands)

FHLB advances                        $12,669     $13,891     $17,553
Weighted-average interest rate of
   FHLB advances                        4.50%       3.95%       3.67%

      The following table sets forth the maximum balance, the average balance
and the weighted-average interest rate of First Federal's FHLB advances during
the periods indicated:

                                           Year ended June 30,
                                     -------------------------------
                                       2004        2003        2002
                                     -------     -------     -------
                                          (Dollars in thousands)

Maximum balance                      $15,387     $17,553     $25,667
Average balance                      $14,588     $15,066     $20,548
Weighted-average interest rate          4.03%       3.87%       3.77%

Competition

      First Federal competes for deposits with other savings associations,
commercial banks and credit unions and with the issuers of commercial paper and
other securities, such as shares in money market mutual funds. The primary
factors in competing for deposits are interest rates and convenience of office
location. In making loans, First Federal competes with other savings
associations, commercial banks, consumer finance companies, credit unions,
leasing companies, mortgage companies and other lenders. First Federal competes
for loan originations primarily through the interest rates and loan fees offered
and through the efficiency and quality of services provided. Competition is
affected by, among other things, the general availability of lendable funds,
general and local economic conditions, current interest rate levels and other
factors which are not readily predictable.

Subsidiaries

      First Federal owns all of the outstanding shares of Dover Service
Corporation ("DSC"). The principal assets of DSC consist of an investment in a
data processing service center for financial institutions and a savings account
in First Federal. The net book value of First Federal's investment in DSC at
June 30, 2004, was approximately $15,026.

Personnel

      At June 30, 2004, First Federal had 43 full-time equivalent employees.
First Federal believes that relations with its employees are good. First Federal
offers health, disability and life insurance benefits. None of the employees of
First Federal is represented by a collective bargaining unit.

                                   REGULATION

General

      As a savings and loan holding company, FFD is subject to regulation,
examination and oversight by the OTS and is required to submit periodic reports
to the OTS concerning its activities and financial condition. In addition, as an
Ohio corporation, FFD is subject to provisions of the Ohio Revised Code
applicable to corporations generally.


                                       13
<PAGE>

      As a federal savings association, First Federal is subject to regulatory
oversight by the OTS and, because First Federal's deposits are insured by the
FDIC, First Federal is subject to examination and regulation by the FDIC. First
Federal must file periodic reports with the OTS concerning its activities and
financial condition. Examinations are conducted periodically by the OTS and the
FDIC to determine whether First Federal is in compliance with various regulatory
requirements and is operating in a safe and sound manner.

Office of Thrift Supervision Regulations

      General. The OTS is responsible for the regulation and supervision of all
federally-chartered savings associations and all other savings associations the
deposits of which are insured by the FDIC in the SAIF. The OTS issues
regulations governing the operation of savings associations, regularly examines
such associations and imposes assessments on savings associations based on their
asset size to cover the costs of general supervision and examination. The OTS
also may initiate enforcement actions against savings associations and certain
persons affiliated with them for violations of laws or regulations or for
engaging in unsafe or unsound practices. Under certain circumstances, the OTS
may appoint a conservator or receiver for a savings association.

      Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending and truth-in-savings disclosures, equal credit
opportunity, fair credit reporting and community reinvestment. Community
reinvestment regulations evaluate how well and to what extent an institution
lends and invests in its designated service area, with particular emphasis on
low- to moderate-income communities and borrowers in that area. Failure to abide
by federal laws and regulations governing community reinvestment could limit the
ability of an association to open a new branch or engage in a merger.

      Regulatory Capital Requirements. First Federal is required by OTS
regulations to meet certain minimum capital requirements. All savings
associations must have tangible capital of 1.5% of adjusted total assets, core
capital of 4% of adjusted total assets, except for associations with the highest
examination rating and acceptable levels of risk, and risk-based capital equal
to 8% of risk-weighted assets. Assets and certain off-balance sheet items are
weighted at percentage levels ranging from 0% to 100% depending on their
relative risk. First Federal exceeded these requirements with tangible capital
of 11.7%, core capital of 11.7% and risk-based capital of 17.4% at June 30,
2004.

      The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory and
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. An undercapitalized association will be subject to
increased monitoring and asset growth restrictions and will be required to
obtain prior approval for acquisitions, branching and engaging in new lines of
business. Critically undercapitalized institutions must be placed in
conservatorship or receivership within 90 days of reaching that capitalization
level, except under limited circumstances. First Federal's capital at June 30,
2004, met the standards for the highest category, a "well-capitalized"
institution.

      Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on average during
each of four preceding calendar quarters and must provide adequate assurances of
performance.

      Limitations on Capital Distributions. The OTS imposes various restrictions
or requirements on the ability of savings associations to make capital
distributions. Capital distributions include payments of cash dividends,
repurchases and certain other acquisitions by an association of its shares and
payments to stockholders of another association in an acquisition of such other
association.

      A subsidiary of a savings and loan holding company must file a notice or
an application with the OTS before it can pay a dividend. An application must be
submitted to and approved by the OTS (i) if the proposed distribution would
cause the savings association's total distributions for the calendar year to
exceed net income for that year to date plus the retained net income for the
preceding two years; (ii) if the savings association will not be at least
adequately capitalized following the


                                       14
<PAGE>

capital distribution; or (iii) if the proposed distribution would violate a
prohibition contained in any applicable statute, regulation or agreement between
the savings association and the OTS or the FDIC, or violate a condition imposed
on the savings association in an OTS-approved application or notice. If a
savings association subsidiary of a holding company is not required to file an
application, it must file a notice with the OTS.

      Qualified Thrift Lender Test.If a savings association fails to meet one of
the two tests in order to be a qualified thrift lender ("QTL"), the association
and its holding company become subject to certain operating and regulatory
restrictions. The first test requires a savings association to maintain a
specified level of investments in assets that are designated as qualifying
thrift investments ("QTIs"). Generally, QTIs are assets related to domestic
residential real estate and manufactured housing and include credit card,
student and small business loans and stock issued by any FHLB, the FHLMC or the
FNMA. Under the first test, at least 65% of an institution's "portfolio assets"
(total assets less goodwill and other intangibles, property used to conduct
business and 20% of liquid assets) must consist of QTI on a monthly average
basis in nine out of every 12 months. The second test permits a savings
association to qualify as a QTL if at least 60% of such institution's assets
consist of specified types of property, including cash, loans secured by
residential real estate or deposits, educational loans and certain governmental
obligations. The OTS may grant exceptions to the QTL tests under certain
circumstances. At June 30, 2004, First Federal qualified as a QTL.

      Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the Lending Limit, and the total of such loans cannot exceed the association's
Lending Limit Capital. Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of board of directors of the association with any "interested" director
not participating. All loans to directors, executive officers and principal
shareholders must be made on terms substantially the same as offered in
comparable transactions with the general public or as offered to all employees
in a company-wide benefit program. Loans to executive officers are subject to
additional restrictions. First Federal was in compliance with such restrictions
at June 30, 2004.

      All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act ("FRA") and the
Federal Reserve Board's Regulation W. An affiliate of a savings association is
any company or entity that controls, is controlled by, or is under common
control with the savings association. FFD is an affiliate of First Federal.
Generally, Sections 23A and 23B of the FRA and Regulation W (i) limit the extent
to which a savings association or its subsidiaries may engage in "covered
transactions" with any one affiliate up to an amount equal to 10% of such
institution's capital stock and surplus, (ii) limit the aggregate of all such
transactions with all affiliates up to an amount equal to 20% of such capital
stock and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchase of assets, acceptance of securities
issued by an affiliate as collateral for an extension of credit to any person,
issuance of a guarantee and other similar types of transactions. In addition to
the limits in Sections 23A and 23B and Regulation W, a savings association may
not make any loan or other extension of credit to an affiliate unless the
affiliate is engaged only in activities permissible for a bank holding company
and may not purchase or invest in securities of any affiliate except shares of a
subsidiary. First Federal was in compliance with these requirements and
restrictions at June 30, 2004.

Federal Deposit Insurance Corporation

      The FDIC is an independent federal agency that insures the deposits of
federally insured banks and thrifts, up to prescribed statutory limits, and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund ("BIF")
for commercial banks and state savings banks and the SAIF for savings
associations. First Federal is a member of the SAIF and its deposit accounts are
insured by the FDIC up to the prescribed limits. The FDIC has examination
authority over all insured depository institutions, including First Federal, and
has authority to initiate enforcement actions against insured savings
associations if the FDIC does not believe the OTS has taken appropriate action
to safeguard safety and soundness and the deposit insurance fund.

      The FDIC is required to maintain designated levels of reserves in each
fund. The FDIC may increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to its target level
within a reasonable time and may decrease such rates if such target level has
been met. The FDIC has established a risk-based assessment system for both SAIF
and BIF members. Under this system, assessments vary based on the risk the
institution poses to its deposit insurance fund. The risk level is determined
based on the institution's capital level and the FDIC's level of supervisory
concern about the institution.


                                       15
<PAGE>

FRB Reserve Requirements

      FRB regulations currently require that savings associations maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $45.4
million (subject to an exemption of up to $6.6 million), and of 10% of net
transaction accounts in excess of $45.4 million. At June 30, 2004, First Federal
was in compliance with its reserve requirements.

Holding Company Regulation

      As a unitary savings and loan holding company, FFD generally has no
restrictions on its activities. If, however, the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness or stability of its subsidiary savings association, the OTS may impose
such restrictions as deemed necessary to address such risk, including limiting
(i) payment of dividends by the savings association, (ii) transactions between
the savings association and its affiliates, and (iii) any activities of the
savings association that might create a serious risk that the liabilities of FFD
and its affiliates may be imposed on the savings association. If the savings
association subsidiary of a holding company fails to meet the QTL test, then the
holding company would become subject to the activities restrictions applicable
to multiple holding companies. At June 30, 2004, First Federal qualified as a
QTL.

      Federal law generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
or from acquiring or retaining more than 5% of the voting shares of a savings
association or holding company thereof, which is not a subsidiary without prior
approval of the OTS. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by the
holding company. Except with the prior approval of the OTS, no director or
officer of a savings and loan holding company or person owning or controlling by
proxy or otherwise more than 25% of such holding company's stock may also
acquire control of any savings institution, other than a subsidiary institution,
or any other savings and loan holding company.

Regulation of Acquisitions of Control of FFD and First Federal

      In addition to the Ohio law limitations on the merger and acquisition of
FFD, federal limitations generally require regulatory approval of acquisitions
at specified levels. Under pertinent federal law and regulations, no person,
directly or indirectly, or acting in concert with others, may acquire control of
First Federal or FFD without 60 days' prior notice to the OTS. "Control" is
generally defined as having more than 25% ownership or voting power; however,
ownership or voting power of more than 10% may be deemed "control" if certain
factors are in place. If the acquisition of control is by a company, the
acquiror must obtain approval, rather than give notice, of the acquisition. In
addition, OTS approval must be obtained for any merger involving either FFD or
First Federal.

Ohio Corporation Law

      Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code regulates
certain takeover bids affecting public corporations with significant ties to
Ohio. The statute prohibits, with some exceptions, any merger, combination or
consolidation and any of certain other sales, leases, distributions, dividends,
exchanges, mortgages or transfers between such an Ohio corporation and any
person who has the right to exercise, alone or with others, 10% or more of the
voting power of such corporation (an "Interested Shareholder"), for three years
following the date on which such person first becomes an Interested Shareholder.
Such a business combination is permitted only if, prior to the time such person
first becomes an Interested Shareholder, the Board of Directors of the issuing
corporation has approved the purchase of shares that resulted in such person
first becoming an Interested Shareholder.

      After the initial three-year moratorium, such a business combination may
not occur unless (1) one of the specified exceptions applies (2) the holders of
at least two-thirds of the voting shares, and at least a majority of the voting
shares not beneficially owned by the Interested Shareholders, approve the
business combination at a meeting called for such purpose; or (3) the business
combination meets certain statutory criteria designed to ensure that the issuing
public corporation's remaining shareholders receive fair consideration for their
shares.

      Control Share Acquisition Statute. Section 1701.831 of the Ohio Revised
Code (the "Control Share Acquisition Statute") requires that, with certain
exceptions, acquisitions of voting securities which would result in the
acquiring shareholder owning 20%, 33 1/3%, or 50% of the outstanding voting
securities of an Ohio corporation (a "Control Share Acquisition") must be
approved in advance by (a) the holders of at least a majority of the outstanding
voting shares of such


                                       16
<PAGE>

corporation represented at a meeting at which a quorum is present, and (b) a
majority of the portion of the outstanding voting shares represented at such a
meeting excluding the voting shares owned by the acquiring shareholder, by
certain other persons who acquire or transfer voting shares after public
announcement of the acquisition or by certain officers of the corporation or
directors of the corporation who are employees of the corporation.

      Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act is applicable to all
companies with equity securities required to file reports under the Securities
Exchange Act of 1934. The Sarbanes-Oxley Act established, among other things:
(i) new requirements for audit committees, including independence, expertise,
and responsibilities; (ii) additional responsibilities regarding financial
statements for the Chief Executive Officer and Chief Financial Officer of the
reporting company; (iii) new standards for auditors and regulation of audits;
(iv) increased disclosure and reporting obligations for the reporting company
and its directors and executive officers; and (v) new and increased civil and
criminal penalties for violations of the securities laws. Many of the provisions
were effective immediately while other provisions become effective over a period
of time and are subject to rulemaking by the SEC. Because FFD's common stock is
registered with the SEC, it is subject to the Sarbanes-Oxley Act, and any future
rules or regulations promulgated under such act.

Federal Taxation

      FFD and First Federal are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, FFD and First Federal may be subject to the alternative minimum tax
which is imposed at a minimum tax rate of 20% on "alternative minimum taxable
income" (which is the sum of a corporation's regular taxable income, with
certain adjustments, and tax preference items), less any available exemption. In
addition, 75% of the amount by which a corporation's "adjusted current earnings"
exceeds its alternative minimum taxable income computed without regard to
preference items and prior to reduction by net operating losses, is included in
alternative minimum taxable income. Net operating losses can offset no more than
90% of alternative minimum taxable income. The alternative minimum tax is
imposed to the extent it exceeds the corporation's regular income tax. Payments
of alternative minimum tax may be used as credits against regular tax
liabilities in future years.

      Certain thrift institutions, such as First Federal, are allowed deductions
for bad debts under methods more favorable than those granted to other
taxpayers. Qualified thrift institutions may compute deductions for bad debts
using either the specific charge-off method of Section 166 of the Code or the
experience method of Section 593 of the Code. The "experience" method is also
available to small banks. Under the experience method, a thrift institution is
generally allowed a deduction for an addition to its bad debt reserve equal to
the greater of (i) an amount based on its actual average experience for losses
in the current and five preceding taxable years, or (ii) an amount necessary to
restore the reserve to its balance as of the close of the base year. Thrift
institutions that are treated as small banks are allowed to utilize the
experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge off
method.

      A thrift institution required to change its method of computing reserves
for bad debt will treat such change as a change in the method of accounting,
initiated by the taxpayer and having been made with the consent of the Secretary
of the Treasury. Section 481(a) of the Code requires certain amounts to be
recaptured with respect to such change. Generally, the amounts to be recaptured
will be determined solely with respect to the "applicable excess reserves" of
the taxpayer. The amount of the applicable excess reserves will be taken into
account ratably over a six-taxable year period, commencing with the first
taxable year beginning after 1995, subject to the residential loan requirement
described below. In the case of a thrift institution that is treated as a large
bank, the amount of the institution's applicable excess reserves generally is
the excess of (i) the balances of its reserve for losses on qualifying real
property loans (generally loans secured by improved real estate) and its reserve
for losses on nonqualifying loans (all other types of loans) as of the close of
its last taxable year beginning before January 1, 1996, over (ii) the balances
of such reserves as of the close of its last taxable year beginning before
January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of a thrift
                 ----
institution that is treated as a small bank, like First Federal, the amount of
the institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

      The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), which require recapture in the case of certain excessive
distributions to shareholders. The pre-1988 reserves may not be utilized for
payment of cash dividends or other distributions to a shareholder (including
distributions in dissolution or liquidation) or for any other purpose (except to
absorb bad debt losses). Distribution of a cash dividend by a thrift institution
to a shareholder is treated as made: first, out of the institution's post-1951
accumulated earnings and profits; second, out of the pre-1988 reserves; and
third, out


                                       17
<PAGE>

of such other accounts as may be proper. To the extent a distribution by First
Federal to FFD is deemed paid out of its pre-1988 reserves under these rules,
the pre-1988 reserves would be reduced and the gross income of First Federal for
tax purposes would be increased by the amount which, when reduced by the income
tax, if any, attributable to the inclusion of such amount in its gross income,
equals the amount deemed paid out of the pre-1988 reserves. As of June 30, 2004,
the pre-1988 reserves of First Federal for tax purposes totaled approximately
$1.6 million. First Federal believes it had approximately $8.4 million of
accumulated earnings and profits for tax purposes as of June 30, 2004, which
would be available for dividend distributions, provided regulatory restrictions
applicable to the payment of dividends are met. See Notes A-8 and H to the
financial statements. No representation can be made as to whether First Federal
will have current or accumulated earnings and profits in subsequent years.

      The tax returns of First Federal have been audited or closed without audit
through 1999. In the opinion of management, any examination of open returns
would not result in a deficiency which could have a material adverse effect on
the financial condition of First Federal.

Ohio Taxation

      FFD is subject to the Ohio corporation franchise tax, which, as applied to
FFD, is a tax measured by both net earnings and net worth. The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and
8.5% of computed Ohio taxable income in excess of $50,000 or (ii) 0.4% of
taxable net worth.

      In computing its tax under the net worth method, FFD may exclude 100% of
its investment in the capital stock of First Federal, as reflected on the
balance sheet of FFD in computing its taxable net worth as long as it owns at
least 25% of the issued and outstanding capital stock of First Federal. The
calculation of the exclusion from net worth is based on the ratio of the
excludable investment (net of any appreciation or goodwill included in such
investment) to total assets multiplied by the net value of the stock. As a
holding company, FFD may be entitled to various other deductions in computing
taxable net worth that are not generally available to operating companies.

      FFD may elect to be a "qualifying holding company" and as such be exempt
from the net worth tax. A corporation franchise tax based solely on net earnings
would still apply. To be exempt, FFD must satisfy all of the requirements of the
applicable statute, including making related member adjustments that could
affect the taxable net worth of First Federal. FFD made such an election for
fiscal 2004.

      First Federal is a "financial institution" for State of Ohio tax purposes.
As such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed at a rate of 1.3% of the taxable book net worth.
As a "financial institution," First Federal is not subject to any tax based upon
net income or net profits imposed by the State of Ohio.

                          CRITICAL ACCOUNTING POLICIES

      General. The preparation of consolidated financial statements under
accounting principles generally accepted in the United States of America ("US
GAAP") requires FFD to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. Several factors are
considered in determining whether or not a policy is critical in the preparation
of financial statements. These factors include, among other things, whether the
estimates are significant to the financial statements, the nature of the
estimates, the ability to readily validate the estimates with other information,
and sensitivity of the estimates to changes in economic conditions and whether
alternative accounting methods may be utilized under US GAAP. Management has
discussed the development and the selection of critical accounting policies with
FFD's audit committee.

      Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan losses
and the valuation of mortgage servicing assets. Actual results could differ from
those estimates.

      Management has discussed the development and selection of the following
critical accounting estimates with the audit committee of the board of directors
and the audit committee has reviewed FFD's disclosures relating to them in this
Annual Report on Form 10-KSB.

      Allowance for Loan Losses. FFD has developed policies and procedures for
assessing the adequacy of the allowance for loan losses that reflect the
evaluation of credit risk after careful consideration of all information
available. In developing this assessment, management must rely on estimates and
exercise judgment regarding matters where the ultimate outcome is unknown, such
as economic factors, developments affecting companies in specific industries and
issues with


                                       18
<PAGE>

respect to single borrowers. Depending on changes in circumstances, future
assessments of credit risk may yield materially different results, which may
require an increase or a decrease in the allowance for loan losses.

      The allowance is regularly reviewed by management to determine whether the
amount is considered adequate to absorb probable losses. This evaluation
includes specific loss estimates on certain individually reviewed loans,
statistical loss estimates for loan pools that are based on historical loss
experience, and general loss estimates that are based upon the size, quality,
and concentration characteristics of the various loan portfolios, adverse
situations that may affect a borrower's ability to repay, and current economic
and industry conditions.Also considered as part of that judgment is a review of
the Bank's trends in delinquencies and loan losses, as well as trends in
delinquencies and losses for the region and nationally, and economic factors.

      While FFD strives to reflect all known risk factors in its evaluations,
judgment errors may occur. If different assumptions or conditions were to
prevail, the amount and timing of loan losses could be materially different.

      The allowance for loan losses is maintained at a level believed adequate
by management to absorb probable losses inherent in the loan portfolio.
Management's evaluation of the adequacy of the allowance is an estimate based on
management's current judgment about the credit quality of the loan portfolio.

      Mortgage Servicing Assets. Mortgage servicing assets are recognized as
separate assets when loans are sold with servicing retained. A pooling
methodology to the servicing valuation, in which loans with similar
characteristics were "pooled" together, is applied for valuation purposes. Once
pooled, each grouping of loans is evaluated on a discounted earnings basis to
determine the present value of future earnings that a purchaser could expect to
realize from the portfolio. Earnings are projected from a variety of sources
including loan service fees, interest earned on float, net interest earned on
escrow balances, miscellaneous income and costs to service the loans. The
present value of future earnings is the estimated market value for the pool.
Events that may significantly affect the estimates used are changes in interest
rates and the related impact on mortgage loan prepayment speeds and the payment
performance of the underlying loans. If the fair value is less than carrying
value, impairment is recognized through a valuation allowance for each impaired
pool.

Item 2. Description of Property.

      The following table sets forth certain information at June 30, 2004,
regarding the properties on which the main office and branch offices of First
Federal are located:

                                     Owned           Date             Net
Location                           or leased       acquired      book value(1)
--------                           ---------       --------      -------------
                                                                 (In thousands)

321 North Wooster Avenue
Dover, Ohio  44622                   Owned           1/96             $549

224 West High Avenue
New Philadelphia, OH  44663          Owned           11/97            $314

902 Boulevard
Dover, Ohio  44622                   Owned           12/01            $785

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

(1)   At June 30, 2004, First Federal's office premises and equipment had a
      total net book value of approximately $2.0 million. For additional
      information regarding First Federal's office premises and equipment, see
      Notes A-7 and E of Notes to Consolidated Financial Statements.

Item 3. Legal Proceedings.

      Neither FFD nor First Federal is presently involved in any legal
proceedings of a material nature. From time to time, First Federal is a party to
legal proceedings incidental to its business to enforce its security interest in
collateral pledged to secure loans made by First Federal.

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

      Not applicable.


                                       19
<PAGE>

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

      The information contained in the FFD Financial Corporation Annual Report
to Shareholders for the fiscal year ended June 30, 2004 (the "Annual Report"),
under the caption "Market Price of FFD's Common Shares and Related Shareholder
Matters" is incorporated herein by reference.

      During the quarter ended June 30, 2004, the Corporation issued a total of
15,520 unregistered shares upon the exercise of employee and director stock
options for an aggregate purchase price of $142,019. The foregoing purchases and
sales were exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended.

      The following table shows repurchases during the quarter ended June 30,
2004.

<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------------
                                                                                   (c)                     (d)
                                                                             Total number of        Maximum number (or
                                                                            shares (or units)       approximate dollar
                                       (a)                    (b)           purchased as part      value) of shares (or
                                 Total number of      Average price paid       of publicly        units) that may yet be
                                shares (or units)     per share (or unit)   announced plans or     purchased under the
       Period                     purchased (1)                                programs (2)         plans or programs
       -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>                  <C>                     <C>
       April 1, 2004
        through                          392                 $15.11                  392                  34,524
       April 30, 2004

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

       May 1, 2004
        through
       May 31, 2004                   34,500                 $14.02               34,500                      24

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

       June 1, 2004
        through                           --                     --                   --                      24
       June 30, 2004                  ------                 ------               ------                  ------

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

       Total                          34,892                 $14.03               34,892                      24
                                      ======                 ======               ======                  ======

       -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Corporation repurchased an aggregate of 34,892 of the Corporation's
      common shares pursuant to the repurchase program that was publicly
      announced on April 15, 2003 (the "Program"). The Corporation has no other
      publicly announced repurchase plans or programs and no plans or programs
      expired or were terminated in the reported periods.

(2)   The Corporation's Board of Directors approved the repurchase by the
      Corporation of up to an aggregate of 61,000 of the Corporation's common
      shares pursuant to the Program. Unless earlier terminated by the Board of
      Directors, the Program will expire when the Corporation has repurchased
      all shares authorized for repurchase under the Program.

Item 6. Management's Discussion and Analysis or Plan of Operation

      The information contained in the Annual Report under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is incorporated herein by reference.

Item 7. Financial Statements.

      The Consolidated Financial Statements appearing in the Annual Report and
the report of Grant Thornton LLP dated September 3, 2004, are incorporated
herein by reference.


                                       20
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

      Not applicable.

Item 8A. Controls and Procedures.

      FFD's management reviews FFD's internal controls on an ongoing basis with
a view towards continuous improvement. In this regard, in preparation of the
audit for the fiscal year ended June 30, 2004, management became aware of a
certain weakness in FFD's internal controls relating to:

      o     The timely complete reconciliation of its operating account at
            the Federal Home Loan Bank.

      To address the weakness identified, management is taking the following
corrective actions with respect to internal controls:

      o     Re-assignment of reconciliation duties; and,

      o     Improvement of the internal review and certification process for
            completed reconciliations.

      The Corporation's independent auditors have advised the Audit Committee
that this internal control weakness constitutes a material weakness as defined
in the auditing literature.

      FFD's Chief Executive Officer and Chief Financial Officer evaluated the
disclosure controls and procedures (as defined under Rule 13a-14(c) and 15d-14
(c) of the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this annual report. Based upon that evaluation and the
corrective actions discussed above, the Chief Executive Officer and Chief
Financial Officer have concluded that FFD's disclosure controls and procedures
are effective.


Item 8B.  Other Information

      Not applicable

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

      The information contained in the definitive Proxy Statement for the 2004
Annual Meeting of Shareholders of FFD (the "Proxy Statement") under the captions
"Election of Directors and Board Information," "Executive Officers," and
"Section 16(a) Beneficial Ownership Reporting Compliance" is incorporated herein
by reference.

      FFD has adopted a Code of Business Conduct and Ethics applicable to all
officers, directors and employees that complies with SEC requirements. A copy of
the Company's Code of Business Conduct and Ethics may be obtained without charge
upon written request to the Secretary of FFD Financial Corporation at 321 North
Wooster Avenue, Dover, Ohio 44622.

Item 10. Executive Compensation.

      The information contained in the Proxy Statement under the caption
"Compensation of Executive Officers and Directors" is incorporated herein by
reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

      The information contained in the Proxy Statement under the captions
"Ownership of FFD Shares" is incorporated herein by reference.

      FFD currently maintains the FFD Financial Corporation 1996 Stock Option
and Incentive Plan (the "1996 Plan") and the FFD Financial Corporation 2002
Stock Option Plan for Non-Employee Directors (the "Directors Plan").

      The following table shows for the 1996 Plan and the Directors Plan the (a)
number of common shares issuable upon exercise of outstanding stock options, (b)
the weighted average exercise price of those stock options, and (c) the number
of common shares remaining for future issuance at June 30, 2004, excluding
shares issuable upon exercise of outstanding stock options. The 1996 Plan has
been previously approved by the shareholders; the Directors Plan has not.


                                       21
<PAGE>

<TABLE>
<CAPTION>
                                           -----------------------------------------------------------------------------
                                                    (a)                      (b)                        (c)
------------------------------------------------------------------------------------------------------------------------

                                                                                               Number of securities
                                                                                              remaining available for
                                            Number of securities                               future issuance under
                                             to be issued upon        Weighted-average        equity compensation plans
                                                exercise of           exercise price of        (excluding securities
Plan Category                               outstanding options      outstanding options      reflected in column (a))
-------------                               -------------------      -------------------      ------------------------
------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>                        <C>
Equity compensation plans approved
by security holders (the 1996 Option
Plan)                                              81,053                  $ 9.81                     39,687
------------------------------------------------------------------------------------------------------------------------

Equity compensation plans not
approved by security holders (the
Directors Plan)(1)                                  8,945                  $10.10                      3,305

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

Total                                              89,998                  $ 9.84                     42,992

------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Board adopted the Directors Plan because certain restrictions then
      contained in the 1996 Plan prevented any future option grants to directors
      under the 1996 Plan. Because a grant of options to a new director was not
      possible under the 1996 Plan, the Board adopted the Directors Plan in
      order to award options to Leonard L. Gundy upon his election as a director
      at the 2002 Annual Meeting. There are only 12,250 options available under
      the Directors Plan, 8,945 of which have been granted to Mr. Gundy, and as
      of September 24, 2004, no options granted under the plan had been
      exercised. Because of the small number of options available under the
      Directors Plan, shareholder approval of the plan was not required at the
      time under applicable Nasdaq rules. Options granted under the Directors
      Plan are non-qualified stock options and the option exercise price of each
      option granted under the Directors Plan must be at least 100% of the "fair
      market value" (as defined in the Directors Plan) of FFD's common shares on
      the date of the grant. One-fifth of the options granted will become
      exercisable on each of the first five anniversaries of the date of the
      grant.


Item 12. Certain Relationships and Related Transactions.

      The information contained in the Proxy Statement under the caption
"Certain Transactions" is incorporated by reference.


Item 13. Exhibits and Reports on Form 8-K.

(a)   Exhibits

      3     Articles of Incorporation and Code of Regulations

      10.1  FFD Financial Corporation 1996 Stock Option and Incentive Plan

      10.2  First Federal Savings Bank of Dover Recognition and Retention Plan
            and Trust Agreement

      10.3  FFD Financial Corporation 2002 Stock Option Plan for Non-Employee
            Directors


                                       22
<PAGE>

      10.4  Change of Control Agreement between First Federal Community Bank and
            Trent B. Troyer dated June 12, 2003

      10.5  Change of Control Agreement between First Federal Community Bank and
            Scott C. Finnell dated June 12, 2003

      10.6  Change of Control Agreement between First Federal Community Bank and
            Sally K. O'Donnell dated June 12, 2003

      13    2004 Annual Report to Shareholders (the following parts of which are
            incorporated herein by reference; "Market Price of FFD's Common
            Shares and Related Shareholders' Matters," "Management's Discussion
            and Analysis of Financial Condition and Results of Operations" and
            Consolidated Financial Statements)

      20    Proxy Statement for 2004 Annual Meeting of Shareholders

      21    Subsidiaries of FFD Financial Corporation

      31.1  Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      32.1  Certification of Chief Executive Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

      32.2  Certification of Chief Financial Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K

      On April 27, 2004, the Corporation filed a Form 8-K regarding the
anouncement of its earnings for the quarter ended March 31, 2004.

Item 14. Principal Accountant Fees and Services.

      The information contained in the Proxy Statement under the caption "Audit
and Non-Audit Fees" is incorporated by reference.


                                       23
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                FFD FINANCIAL CORPORATION


                                By:/s/ Trent B. Troyer
                                   ------------------------------
                                   Trent B. Troyer
                                   President and Chief Executive Officer

Date: September 27, 2004

      In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

/s/ Richard A. Brinkman, Jr.             /s/ Stephen G. Clinton
--------------------------------         ---------------------------------------
Richard A. Brinkman, Jr.                 Stephen G. Clinton
Director                                 Director

Date: September 27, 2004                 Date: September 27, 2004

/s/ Leonard L. Gundy                     /s/ Enos L. Loader
--------------------------------         ---------------------------------------
Leonard L. Gundy                         Enos L. Loader
Director                                 Director

Date: September 27, 2004                 Date: September 27, 2004

/s/ Robert D. Sensel                     /s/ Trent B. Troyer
--------------------------------         ---------------------------------------
Robert D. Sensel                         Trent B. Troyer
Director                                 President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: September 27, 2004
                                         Date: September 27, 2004

/s/ Robert R. Gerber
--------------------------------
Robert R. Gerber
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)

Date: September 27, 2004


                                       24
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION
------       -----------
<S>          <C>                                        <C>
  3.1        Articles of Incorporation of FFD           Incorporated by reference to the Registration Statement on
             Financial Corporation                      Form S-1 filed by FFD on December 15, 1995 (the "S-1")
                                                        with the Securities and Exchange Commission (the "SEC"),
                                                        Exhibit 3.1

  3.2        Certificate of Amendment to Articles of    Incorporated by reference to Pre-Effective Amendment No. 1
             Incorporation of FFD Financial             to the S-1 filed with the SEC on February 1, 1996 ("Pre-
             Corporation                                Effective Amendment No. 1"), Exhibit 3.2

  3.3        Certificate of Amendment to Articles of    Incorporated by reference to Pre-Effective Amendment No. 1,
             Incorporation of FFD Financial             Exhibit 3.3
             Corporation

  3.4        Code of Regulations of FFD Financial       Incorporated by reference to the S-1, Exhibit 3.3
             Corporation

  10.1       FFD Financial Corporation 1996 Stock       Incorporated by reference to the Proxy Statement for the 2003
             Option and Incentive Plan, as amended      Annual Meeting of Shareholders filed with the SEC on
                                                        September 22, 2003 (SEC File No. 000-27916), Annex A

  10.2       First Federal Savings Bank of Dover        Incorporated by reference to the 1998 10-KSB, Exhibit 10.2
             Recognition and Retention Plan and
             Trust Agreement

  10.3       FFD Financial Corporation 2002 Stock       Incorporated by reference to the Form 10-KSB for the year
             Option Plan for Non-Employee               ended June 30, 2003, as filed with the SEC on EDGAR on
             Directors                                  September 29, 2003 (SEC File No. 000-27916), Exhibit 10.3

  10.4       Change of Control Agreement between        Included herewith
             First Federal Community Bank and
             Scott C. Finnell dated June 12, 2003

  10.5       Change of Control Agreement between        Included herewith.
             First Federal Community Bank and
             Sally K. O'Donnell dated June 12, 2003

  10.6       Change of Control Agreement between        Included herewith.
             First Federal Community Bank and
             Trent B. Troyer dated June 12, 2003

  13         FFD Financial Corporation 2004             Included herewith.
             Annual Report to Shareholders

  20         Proxy Statement for 2004 Annual            Incorporated by reference to the Proxy Statement for the 2004
             Meeting of Shareholders                    Annual Meeting of Shareholders filed with the SEC on
                                                        September 20, 2004 (SEC File No. 000-27916)

  21         Subsidiaries of FFD Financial              Incorporated by reference to the Annual Report on Form
             Corporation                                10-KSB for the fiscal year ended June 30, 1996, filed with the
                                                        SEC on EDGAR on September 27, 1996 (SEC File No. 000-
                                                        27916), Exhibit 21

  31.1       Certification of Chief Executive Officer   Included herewith
             pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002

  31.2       Certification of Chief Financial Officer   Included herewith
             pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002

  32.1       Certification of Chief Executive Officer   Included herewith
             pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002
</TABLE>


                                       25
<PAGE>

  32.2     Certification of Chief Financial Officer Included herewith
           pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002


                                       26