FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

       For the fiscal Year Ended June 30, 2000

                                       OR

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

       For the transition period from ________________ to ________________

                         Commission File Number: 0-27916

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

            Ohio                                           34-1921148
--------------------------------                  ----------------------------
  (State or other jurisdiction                         (I.R.S. Employer
of 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, 2000,  were $8.5
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 $10.9 million on September 25, 2000.

     1,391,383 of the registrant's  common shares were issued and outstanding on
September 25, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II of Form 10-KSB - Portions of the Annual Report to  Shareholders  for the
fiscal year ended June 30, 2000.

Part III of Form  10-KSB -  Portions  of the  Proxy  Statement  for 2000  Annual
Meeting of Shareholders.


<PAGE>


                                     PART I

Item 1.       Description of Business

General

         FFD Financial Corporation ("FFD") is a unitary savings and loan holding
company  organized  under Ohio law which owns all of the issued and  outstanding
common  shares of First  Federal  Savings  Bank of Dover  ("First  Federal"),  a
federal  savings bank.  On April 2, 1996,  FFD acquired all of the common shares
issued by First  Federal  upon its  conversion  from a mutual  savings bank to a
stock savings bank (the "Conversion").

         First Federal has conducted  business in Tuscarawas County 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, at
which time the present name was adopted.

         FFD is subject to regulation  and  examination  by the Office of Thrift
Supervision (the "OTS").  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  is  principally  engaged  in  the  business  of  making
permanent first mortgage loans secured by one- to four-family  residential  real
estate  located in  Tuscarawas  County,  Ohio.  First  Federal  also  originates
construction  loans,  commercial  loans,  consumer  loans and loans  secured  by
multifamily real estate (over four units),  nonresidential real estate and land.
Loan funds are obtained primarily from savings deposits and loan repayments.  In
addition,  advances from the FHLB of Cincinnati  are utilized 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 the net interest  income of First Federal,
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 activity is the origination
of conventional real estate loans, including construction loans, secured by one-
to  four-family  homes located in First  Federal's  primary  market area.  First
Federal also offers loans  secured by  multifamily  properties  containing  five
units or more and  nonresidential  properties.  First  Federal  also  originates
commercial  loans for  businesses  located in its primary market area and issues
letters of credit for commercial,  business or agricultural purposes, other than
loans secured by real estate, as well as various types of consumer loans.











                                      -2-
<PAGE>
         Loan  Portfolio  Composition.  The  following  table  presents  certain
information with respect to the composition of First Federal's loan portfolio at
the dates indicated:
<TABLE>
<CAPTION>

                                                            At June 30,
                                        2000                  1999                 1998
                                        --------              --------             ----
                                              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                $ 66,210      63.8%    $63,182     71.5%     $62,010    85.4%
Multifamily                             785       0.8         721      0.8        1,058     1.4
Construction                          1,551       1.5       1,921      2.1        1,572     2.2
Nonresidential and land               1,504       1.4       1,925      2.2          763     1.1
Commercial                           30,723      29.6      18,989     21.5                  8.2
                                                                                  5,959
Consumer and other                    2,966       2.9       1,650      1.9        1,263     1.7
                                    -------     -----      ------    -----       ------   -----

   Total loans                      103,739     100.0%     88,388    100.0%      72,625   100.0%
                                                =====                =====                =====

Less:
Undisbursed portion of loans in
  process                             1,200                 1,560                 1,079
Deferred loan origination fees           46                   142                   286
Allowance for losses on loans           375                   269                   270
                                    -------                ------                ------

   Loans receivable, net           $102,118               $86,417               $70,990
                                    =======                ======                ======
</TABLE>


         Loan  Maturity  Schedule.   The  following  table  sets  forth  certain
information  as of June 30, 2000,  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.

<TABLE>
<CAPTION>

                           Due during the year ending       Due 4-5      Due 6-10     Due 11-15     Due 15 or
                                     June 30,                years         years        years       more years
                             ---------------------------     after         after        after         after
                               2001      2002     2003      6/30/00       6/30/00      6/30/00       6/30/00        Total
                               ----      ----     ----      -------       -------      -------       -------       -------

                                                                   (In thousands)
<S>                            <C>        <C>      <C>        <C>           <C>         <C>            <C>           <C>
Residential real estate (1)   $5,533    $   30   $   76      $  251        $2,795      $16,501        $43,360      $ 68,546
Commercial loans               3,668       992      776       2,587         5,162        8,907          8,631        30,723
Nonresidential and land          -          11        -         152           222          423            696         1,504
Consumer loans                   779       197      226         848           598          170            148         2,966
                               -----     -----    -----       -----         -----       ------         ------       -------
   Total loans                $9,980    $1,230   $1,078      $3,838        $8,777      $26,001        $52,835      $103,739
                               =====     =====    =====       =====         =====       ======         ======       =======
</TABLE>

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

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


         The following table sets forth the dollar amount of all loans due after
June 30, 2001, which have  predetermined  interest rates and which have floating
or adjustable interest rates:
<TABLE>
<CAPTION>

                                                  Due after June 30, 2001
                                                 -----------------------
                                                     (In thousands)
<S>                                                         <C>
  Fixed rate of interest                                 $17,112
  Adjustable rate of interest                             76,647
                                                          ------
                                                         $93,759
                                                          ======
</TABLE>


         One- to Four-Family  Residential Real Estate Loans. The primary lending
activity of First  Federal has been the  origination  of permanent  conventional


                                      -3-
<PAGE>

loans  secured by first  mortgages on existing one- to  four-family  residences,
primarily single-family residences,  located in Tuscarawas County. First Federal
also  originates  a  limited  amount  of 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 equaled
approximately $66.2 million, or 63.8% of total loans, at June 30, 2000.

         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  rises 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 15 years,
although  the  majority  of First  Federal's  fixed-rate  loans  are sold in the
secondary market.

         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  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
the equity in the  borrower's  principal  residence.  First  Federal  makes home
equity lines of credit in 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.  Home equity  loans are  secured by a second  mortgage on 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,
2000, First Federal had $4.4 million in home equity loans.

         Multifamily Residential Real Estate Loans. In addition to loans on one-
to four-family properties, First Federal originates loans secured by multifamily
properties  containing over four units. The majority of such loans are made with
adjustable interest rates and a maximum LTV of 80% for terms of up to 30 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
and partnerships.

         At June 30,  2000,  loans  secured by  multifamily  properties  totaled
approximately $785,000, or 0.8% of total loans.

         Construction  Loans.  First Federal makes loans for the construction of
residential real estate. These loans are typically structured as permanent loans
with  adjustable  rates of  interest  and terms of up to 30 years.  Construction
loans originated by First Federal are primarily made to owner-occupants  for the
construction  of  single-family  homes by a general  contractor,  although First
Federal also makes  construction  loans 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  due to the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general economic conditions on real estate developments,  developers,
managers and builders.  In addition,  construction  loans are more  difficult to
evaluate and monitor. First Federal advances loan funds upon the security of the
project  under  construction,  which  is more  difficult  to  value  before  the
completion of construction.  Moreover,  because of the uncertainties inherent in
estimating construction costs, it is relatively difficult to evaluate accurately
the LTVs and the total loan funds required to complete a project. 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.


                                      -4-
<PAGE>
         At June 30, 2000, a total of $1.6 million,  or  approximately  1.5%, of
First Federal's total loans, consisted of construction 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 30 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 the cash flow on the property is
reduced,  for  example,  as leases are not obtained or renewed,  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.  None of First Federal's  nonresidential real estate loans
was nonperforming at June 30, 2000, 1999 or 1998.

         At June 30, 2000, First Federal had a total of $1.5 million invested in
nonresidential  real  estate  and  land  loans,  including  three  participation
interests   purchased   during  the  1992  fiscal  year.  Such  loans  comprised
approximately 1.4% of First Federal's total loans at such date.

         Federal  regulations  limit the amount of  nonresidential  mortgage and
land loans which an  association  may make to 400% of its  capital.  At June 30,
2000,  First  Federal's  nonresidential  mortgage  loans  totaled  9.9% of First
Federal's capital.

         Commercial Loans. First Federal makes commercial loans to businesses in
its primary market area which are secured by a security interest in real estate,
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 at least 85%
and have adjustable interest rates.

         At June 30, 2000,  First Federal had  approximately  $30.7 million,  or
29.6% of total loans,  invested in commercial  loans. The increase in commercial
loans  from  fiscal  year ended June 30,  1999,  was the result of  management's
concerted  effort to grow the loan  portfolio  in order to increase the yield on
interest earning assets.

         Commercial loans are generally deemed to 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.  The  collateral  for  commercial  loans
generally  consists of real estate.  At June 30, 2000,  none of First  Federal's
commercial loans were classified assets under OTS regulations.

         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.

         At June 30, 2000, First Federal had approximately $3.0 million, or 2.9%
of its total loans,  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,   periodic  newspaper,   television,   and  radio
advertisements,  solicitations  by First  Federal's  lending  staff and  walk-in
customers.

         Loan  applications  for real estate loans are taken by 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


                                      -5-
<PAGE>
be given as  security  for the loan is prepared  by a staff  appraiser  or a fee
appraiser  approved  by the  Board  of  Directors.  Upon the  completion  of the
appraisal or evaluation  and the receipt of information on the credit history of
the borrower,  the  application for a loan is submitted for review in accordance
with  First  Federal's  underwriting  guidelines.  The full  Board of  Directors
ratifies all loans.

         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 flood  insurance,  if
applicable, and to name First Federal as an insured mortgagee.

         The  procedure  for approval of  construction  loans is the same as for
permanent  real estate  loans,  except that an appraiser  evaluates the building
plans,  construction  specifications and estimates of construction  costs. First
Federal also evaluates the feasibility of the proposed  construction project and
the experience and record of the builder.

         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 is
originating both fixed-rate and adjustable-rate loans for its portfolio.  During
the fiscal year ended June 30,  1999,  First  Federal  began to sell  fixed-rate
loans to the Federal Home Loan Mortgage Corporation  ("FHLMC").  When a mortgage
loan is sold, First Federal services the loan by collecting  monthly payments of
principal  and  interest and  forwarding  such  payments to the FHLMC,  net of a
servicing  fee.  During  the  year  ended  June 30,  2000,  First  Federal  sold
approximately $2.4 million in loans to the FHLMC.

         The  following  table  presents  the activity in First  Federal's  loan
portfolio,  including  loans held for sale,  for the  periods  indicated.  First
Federal occasionally  purchases  participation  interests in loans originated by
other  financial  institutions,  but no loans were purchased  during the periods
presented. See "Nonresidential Real Estate and Land Loans."
<TABLE>
<CAPTION>

                                                           Year ended June 30,
                                                   2000             1999             1998
                                                  ------           ------           ------
                                                              (In thousands)
<S>                                               <C>             <C>                <C>
Loans originated:
   One- to four-family                           $ 9,773         $21,534           $19,424
   Construction                                    1,502           2,880             2,391
   Nonresidential and land                         2,182              63               867
   Commercial                                     20,191          14,993             5,951
   Consumer                                        1,678           1,470               606
                                                  ------          ------            ------
     Total loans originated                       35,326          40,940            29,239

Principal repayments                              17,338          17,172            13,826
Principal sold                                     2,350           7,433                 -
Increase (decrease) in other items, net (1)          (81)             57                73
                                                  ------          ------            ------
Net increase in loans receivable                 $15,557         $16,392           $15,486
                                                  ======          ======            ======
</TABLE>

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

(1)  Other items consist of amortization of deferred loan origination  fees, the
     provision  for  losses on loans 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
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,  under  certain  circumstances,  may  permit
exceptions to the lending limit on a case-by-case basis.

         Based on the 15% limit,  First  Federal was able to lend  approximately
$2.4 million to one borrower at June 30,  2000.  The largest loan First  Federal
had  outstanding to one borrower at June 30, 2000,  was $1.8 million.  This loan
was secured by a hotel in New Philadelphia, Ohio.


                                      -6-

<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 practices 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,   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
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 delinquencies.

         If a foreclosure occurs, the real estate 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,  it  initially  records the
property at the lower of cost or fair value of the real estate,  less  estimated
costs  to sell.  First  Federal  records  real  estate  loss  provisions  if the
property'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, 2000.

         The following table reflects the amount of loans in a delinquent status
as of the dates indicated:
<TABLE>
<CAPTION>

                                     June 30, 2000                   June 30, 1999                     June 30, 1998
                            -----------------------------    ----------------------------     ----------------------------
                                                  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              13         $437       .42%        6        $248       .28%         2        $  75      .10%
    60 - 89 days               -            -        -         13         178       .20          7          193      .27
    90 days and over           2          225       .22         4          15       .02          5           82      .11
                              --          ---       ---        --         ---       ---         --          ---      ---
 Total delinquent loans       15         $662       .64%       23        $441       .50%        14         $350      .48%
                              ==          ===       ===        ==         ===       ===         ==          ===      ===
</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  the  collateral  value  is  not  adequate,  in  the  opinion  of
management,  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 on loans contractually past due is unlikely.













                                      -7-
<PAGE>
         The  following  table  sets  forth  information  with  respect to First
Federal's  nonaccruing loans at the dates indicated.  First Federal had no other
nonperforming assets at any of the dates presented.

<TABLE>
<CAPTION>
                                                                 At June 30,
                                                    2000             1999            1998
                                                   -----             ----            ----
                                                           (Dollars in thousands)
<S>                                                   <C>             <C>             <C>
Total nonaccrual loans                              $225              $  -             $ 82
                                                     ===               ===              ===

Total loans delinquent 90 days or more and
   still accruing                                   $  -              $ 15             $  -
                                                     ===               ===              ===

Total nonperforming loans                           $225              $ 15             $ 82
                                                     ===               ===              ===

Allowance for losses on loans                       $375              $269             $270
                                                     ===               ===             ===

Nonperforming loans as a percent of total
   loans                                             .22%              .02%             .13%

Allowance for losses on loans as a percent
   of nonperforming loans                         166.67%         1,793.33%          329.27%
</TABLE>


         For the year ended June 30, 2000, interest income of $12,000 would have
been  recorded on  nonaccruing  loans had such loans been  accruing  pursuant to
contractual  terms.  During such period, no interest income was recorded on such
loans.

         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  "loss"  is
considered  uncollectible  and of such little value that its  continuance  as an
asset of the  institution  is not  warranted.  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.

         The aggregate amounts of First Federal's classified assets at the dates
indicated were as follows:
<TABLE>
<CAPTION>
                                                  At June 30,
                                        2000        1999           1998
                                        ----        ----           ----
                                               (In thousands)
<S>                                      <C>          <C>           <C>
Classified assets:
  Substandard                           $115        $  -            $93
                                         ===         ===             ==
</TABLE>


         Federal  examiners are authorized to classify an association's  assets.
If an 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.

         OTS regulations  require that First Federal  establish  prudent general
allowances  for loan losses for any loan  classified as substandard or doubtful.
If an asset, or portion  thereof,  is classified as loss, the  association  must
either  establish  specific  allowances  for losses in the amount of 100% of the
portion of the asset classified loss, or charge off such amount.

         Allowance for Losses on Loans. First Federal maintains an allowance for
losses on loans  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,  current and anticipated  economic
conditions in the primary lending area, past loss experience and possible losses
arising from specific problem assets.


                                      -8-
<PAGE>
         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  lending  area of  Tuscarawas
County,  which has a fairly stable economy.  First Federal's  practice of making
loans  primarily in its local market area has  contributed  to a low  historical
charge-off  rate.  In addition to one- to  four-family  residential  real estate
loans,  First Federal makes home equity,  multifamily  residential  real estate,
nonresidential  real estate and construction  loans. These real estate loans are
also secured by property in First Federal's  lending area. First Federal has not
experienced  any  significant  charge-offs  from these  other real  estate  loan
categories in recent years.

     The commercial loans are generally deemed to entail  significantly  greater
risk than residential real estate lending.  The repayment of commercial 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.  Such loans therefore carry a higher degree of risk than
the real estate loans.

         Large loans are reviewed  periodically to determine  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 losses on loans for the periods indicated:
<TABLE>
<CAPTION>

                                                             Year ended June 30,
                                                    2000             1999               1998
                                                    ----             ----               ----
                                                             (Dollars in thousands)
<S>                                                   <C>              <C>               <C>
Balance at beginning of period                       $269              $270             $270
Charge-offs                                             -                (1)               -
Provision for losses on loans                         106                 -                -
                                                      ---               ---              ---
Balance at end of period                             $375              $269             $270
                                                      ===               ===              ===


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

Ratio of allowance for loan losses to total
   loans                                             0.36%             0.30%            0.37%

</TABLE>

         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,
                                    2000                             1999                            1998
                           -------------------------      -------------------------      -------------------------
                                        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
                           ------    ---------------      ------     ----------------     ------    --------------
                                                            (Dollars in thousands)
<S>                         <C>           <C>               <C>             <C>              <C>            <C>
Balance at year end
applicable to:
   Real estate loans         $140          67.5%           $142            76.6%            $142          90.1%
   Consumer loans              18           2.9               3             1.9                4           1.7
   Commercial loans           206          29.6             111            21.5               39           8.2
   Unallocated                 11            -               13              -                85            -
                              ---         -----             ---           -----              ---         -----
     Total                   $375         100.0%           $269           100.0%            $270         100.0%
                              ===         =====             ===           =====              ===         =====
</TABLE>



                                      -9-
<PAGE>

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

Investment Activities

         OTS regulations require that First Federal maintain a minimum amount of
liquid assets, which may be invested in U. S. Treasury  obligations,  securities
of various federal agencies,  certificates of deposit at insured banks, bankers'
acceptances  and  federal  funds.  First  Federal  is  also  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 mutual funds, as well as 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  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 during
periods of decreased loan demand.

























                                      -10-
<PAGE>


         The  following  table sets  forth the  composition  of First  Federal's
investment  securities  portfolio,  including those  designated as available for
sale, and mortgage-backed securities at the dates indicated:
<TABLE>
<CAPTION>

                                                                   At June 30,
                                             2000                                        1999
                                             ----                                        ----

                                  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 held to maturity:
    U.S. Government agency
      obligations                  $     -       - %   $     -         - %   $     -         - %   $     -        - %
 Investment securities designated
 as available for sale:
   U.S. Government and
      agency obligations             3,000     18.0      2,875       17.7      3,000       15.8       2,924     15.5
    FHLMC stock                          -       -           -         -           -         -            -       -
                                    ------    -----     ------      -----     ------      -----      ------    -----
 Total investment securities         3,000     18.0      2,875       17.7      3,000       15.8       2,924     15.5

 Mortgage-backed securities
    designated as held to            4,189     25.1      4,188       25.9      4,779       25.1       4,907     26.1
    maturity
 Mortgage-backed securities
    designated as available
    for sale                         9,518     56.9      9,135       56.4     11,230       59.1      10,978     58.4
                                    ------    -----     ------      -----     ------      -----      ------    -----

 Total mortgage-backed
     securities                     13,707     82.0     13,323       82.3     16,009       84.2      15,885     84.5
                                    ------    -----     ------      -----     ------      -----      ------    -----

 Total investment securities
    and mortgage-backed
    securities                     $16,707    100.0%   $16,198      100.0%   $19,009      100.0%    $18,809    100.0%
                                    ======    =====     ======      =====     ======      =====      ======    =====
</TABLE>


<TABLE>
<CAPTION>
                                         At June 30,
                                             1998
                                             ----

                                 Amortized  % of     Market      % of
                                   cost     total    value      total
                                  -------   -----   -------     -----
                                        (Dollars in thousands)
<S>                                 <C>      <C>       <C>       <C>
Investment securities designated
  as held to maturity:
    U.S. Government agency
      obligations                 $   977      6.4%  $   993       6.3%
 Investment securities designated
 as available for sale:
   U.S. Government and
      agency obligations            2,496     16.3     2,498      16.0
    FHLMC stock                         3       -        157       1.0
                                   ------    -----    ------     -----
 Total investment securities        3,476     22.7     3,648      23.3

 Mortgage-backed securities
    designated as held to           5,960     38.9     6,073      38.8
    maturity
 Mortgage-backed securities
    designated as available
    for sale                        5,879     38.4     5,935      37.9
                                   ------    -----    ------     -----

 Total mortgage-backed
     securities                    11,839     77.3    12,008      76.7
                                   ------    -----    ------     -----

 Total investment securities
    and mortgage-backed
    securities                    $15,315    100.0%  $15,656     100.0%
                                   ======    =====    ======     =====
</TABLE>


     The maturities of First Federal's U. S.  Government and agency  obligations
and mortgage-backed  securities at June 30, 2000, are indicated in the following
table:

<TABLE>
<CAPTION>

                        After one through        After five          After ten
                           five years        through ten years          years                        Total
                      -------------------   ------------------  -------------------    ------------------------------------
                      Amortized   Average   Amortized  Average  Amortized   Average    Amortized    Market      Weighted
                        cost       yield      cost      yield      cost      yield       cost       value     average yield
                      --------  ---------   --------  ---------  -------- ---------     --------  --------    -------------
                                                             (Dollars in thousands)
<S>                      <C>       <C>        <C>         <C>      <C>        <C>         <C>        <C>            <C>
U.S. Government and
  agency obligations   $2,000       6.37%     $1,000     6.38%    $   -        -  %     $ 3,000    $ 2,875         6.37%
Mortgage-backed
  securities              214       6.05%      3,338     7.69%     10,155     6.87%      13,707     13,323         6.96%
                        -----                  -----               ------                ------     ------
                       $2,214                 $4,338              $10,155               $16,707    $16,198
                        =====                  =====               ======                ======     ======
</TABLE>


                                      -11-

<PAGE>


Deposits and Borrowings

         General.  Deposits have  traditionally been the primary source of First
Federal's funds for use in lending and other investment activities.  In addition
to deposits,  First Federal  derives funds from interest  payments and principal
repayments on loans and mortgage-backed  securities,  income on interest-earning
assets and service  charges.  Loan  payments are a relatively  stable  source of
funds,  while deposit inflows and outflows fluctuate more in response to changes
in general interest rates and money market conditions.

         Deposits.   Deposits  are  attracted   principally  from  within  First
Federal's  primary  market area  through the  offering of a broad  selection  of
deposit  instruments,   including  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, 2000, First Federal's certificates of deposit totaled $43.8
million, or 56.1% of total deposits. Of such amount, approximately $28.7 million
in certificates of deposit 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,
                                                2000                  1999                   1998
                                                ------                ------                 ----
                                                     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:
  NOW and money market accounts (1)       $ 9,543      12.3%    $ 8,290      11.5%     $ 5,954       9.6%
  Passbook savings accounts (2)            24,666      31.6      22,557      31.3       18,955      30.6
                                           ------     -----      ------     -----       ------     -----

  Total transaction accounts               34,209      43.9      30,847      42.8       24,909      40.2

Certificates of deposit:
   2.01 - 4.00%                               189       0.2           -        -             -        -
   4.01 - 6.00%                            30,307      38.9      38,513      53.5       34,419      55.6
   6.01 - 8.00%                            13,282      17.0       2,665       3.7        2,628       4.2
                                           ------     -----      ------     -----       ------     -----
     Total certificates of deposit (3)     43,778      56.1      41,178      57.2       37,047      59.8
                                           ------     -----      ------     -----       ------     -----

     Total deposits                       $77,987     100.0%    $72,025     100.0%     $61,956     100.0%
                                           ======     =====      ======     =====       ======     =====
</TABLE>

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

(1)  The weighted  average  interest rates on NOW and money market accounts were
     0.4% at June 30, 2000, 0.9% at June 30, 1999, and 1.62% at June 30, 1998.

(2)  The weighted average interest rates on passbook accounts were 4.08% at June
     30, 2000, 3.54% at June 30, 1999, and 3.86% at June 30, 1998.

(3)  The weighted  average  rates on all  certificates  of deposit were 5.71% at
     June 30, 2000, 5.25% at June 30, 1999, and 5.62% at June 30, 1998.


                                      -12-
<PAGE>

         The  following  table  shows rate and  maturity  information  for First
Federal's certificates of deposit at June 30, 2000:
<TABLE>
<CAPTION>

                                                   Amount Due
                                               Over          Over
                                 Up to       1 year to    2 years to
    Rate                        one year      2 years      3 years        Total
    ----                        --------     ---------    -----------    -------
                                                  (In thousands)
<S>                              <C>          <C>             <C>          <C>
    2.01 - 4.00%             $        -       $     -       $  189       $   189
    4.01 - 6.00%                 23,965         6,120          222        30,307
    6.01 - 8.00%                  4,685         6,616        1,981        13,282
                                 ------        ------        -----        ------

      Total                     $28,650       $12,736       $2,392       $43,778
                                 ======        ======        =====        ======
</TABLE>


         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,
2000:
<TABLE>
<CAPTION>

    Maturity                                                Amount
    --------                                                ------
                                                        (In thousands)
<S>                                                         <C>
    Three months or less                                   $1,019
    Over 3 months to 6 months                                 625
    Over 6 months to 12 months                              1,409
    Over 12 months                                          1,812
                                                            -----

       Total                                               $4,865
                                                            =====
</TABLE>


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


<TABLE>
<CAPTION>
                                                          Year ended June 30,
                                                  2000           1999             1998
                                                  ----           ----             ----
                                                          (Dollars in thousands)
<S>                                               <C>            <C>            <C>
Beginning balance                               $ 72,025        $ 61,956       $ 57,090

Deposits                                         285,965         356,315        113,942
Withdrawals                                     (282,820)       (347,893)      (110,996)
                                                 -------         -------        -------
Net increase in deposits before
   interest credited                               3,145           8,422          2,946
Interest credited                                  2,817           1,647          1,920
                                                 -------         -------        -------
Ending balance                                  $ 77,987        $ 72,025       $ 61,956
                                                 =======         =======        =======

Net increase                                    $  5,962        $ 10,069       $  4,866
                                                 =======         =======        =======

Percent increase                                    8.3%           16.3%           8.5%
                                                    ===            ====            ===
</TABLE>


         Borrowings.  First  Federal's  other sources of funds include  advances
from the FHLB. As a member of the FHLB, First Federal is required to own capital
stock in the FHLB and is authorized  to apply for advances  from the FHLB.  Each
FHLB credit program has its own interest  rate,  which may be fixed or variable,
and range of maturities.  The FHLB may prescribe the  acceptable  uses for these
advances,  as well as  limitations  on the size of the  advances  and  repayment
provisions.


                                      -13-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                At June 30,
                                                     2000                     1999                     1998
                                                     ----                     ----                     ----
                                                                     (Dollars in thousands)
<S>                                                    <C>                      <C>                      <C>
FHLB advances                                       $30,412                  $23,616                  $12,519
Weighted average interest rate of
   FHLB advances                                      6.48%                    5.05%                    5.11%

</TABLE>

         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:

<TABLE>
<CAPTION>
                                                                      Year ended June 30,

                                                     2000                     1999                     1998
                                                     ----                     ----                     ----
                                                                     (Dollars in thousands)
<S>                                                    <C>                      <C>                      <C>
Maximum balance                                     $31,554                  $23,616                  $18,031
Average balance                                      28,413                   19,637                   11,685
Weighted average interest rate                        5.57%                    4.87%                    5.62%

</TABLE>

         First  Federal  had no other  borrowings  during the last three  fiscal
years.

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, 2000, was approximately $16,900.

Personnel

         At June 30, 2000, First Federal had 29 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 are 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 a
corporation  organized  under Ohio law, FFD is subject to provisions of the Ohio
Revised Code applicable to corporations generally.


                                      -14-
<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.
First Federal is a member of the FHLB of Cincinnati.

         On November 12, 1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was
enacted into law. The GLB Act repealed  prior laws that had generally  prevented
banks  from  affiliating  with  securities  and  insurance  firms and made other
significant  changes  in the  financial  services  in  which  various  types  of
financial institutions may engage.

         Prior to the GLB Act, unitary savings and loan holding  companies which
met certain  requirements were the only financial  institution holding companies
that were permitted to engage in any type of business  activity,  whether or not
the activity was a financial  service.  The GLB Act continues those broad powers
for unitary thrift holding companies in existence on May 4, 1999, including FFD.
Any thrift holding company formed after May 4, 1999, however, will be subject to
the same restrictions as multiple thrift holding companies,  which generally are
limited to activities  that are  considered  incidental to banking.  The GLB Act
authorizes a new "financial  holding  company,"  which can own banks and thrifts
and which is also  permitted  to engage in a variety  of  financial  activities,
including insurance and securities  underwriting and agency activities,  as long
as the depository  institutions it owns are well  capitalized,  well managed and
meet certain other tests.

         The GLB Act is not expected to have a material effect on the activities
in which FFD and First  Federal  currently  engage,  except to the  extent  that
competition  from other types of  financial  institutions  may  increase as they
engage in activities not permitted prior to enactment of the GLB Act.

Office of Thrift Supervision Regulations

         Regulatory  Capital  Requirements.  First  Federal is  required  by OTS
regulations to meet certain minimum capital  requirements.  The tangible capital
requirement  requires savings associations to maintain "tangible capital" of not
less than 1.5% of their  adjusted total assets.  Tangible  capital is defined in
OTS regulations as core capital minus any intangible assets.

         "Core capital" is comprised of common  stockholders'  equity (including
retained earnings),  noncumulative preferred stock and related surplus, minority
interests in consolidated  subsidiaries,  certain  nonwithdrawable  accounts and
pledged  deposits  of  mutual  associations.  OTS  regulations  require  savings
associations  to maintain  core capital of at least 4% of their  adjusted  total
assets,  except  for  associations  with  the  highest  examination  rating  and
acceptable levels of risk.

         OTS regulations require that savings associations  maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core  capital plus  certain  additional  items of capital,
which in the case of First  Federal  includes a general  loan loss  allowance of
$366,000 at June 30, 2000. The OTS may adjust the risk-based capital requirement
on an  individualized  basis to take into account risks due to concentrations of
credit and non-traditional activities.

         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  or
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.  First Federal's capital at June 30, 2000, met the
standards for the highest category, a "well-capitalized" institution.

         Limitations  on  Capital   Distributions.   The  OTS  imposes   various
restrictions  or  requirements  on the ability of  associations  to make capital
distributions.  Capital distributions include,  without limitation,  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.

         An  application  must be submitted  and  approval  from the OTS must be
obtained  by a  subsidiary  of a savings  and loan  holding  company  (i) if the
proposed  distribution would cause total  distributions for the calendar year to
exceed net income for that year to date plus the savings association's  retained



                                      -15-
<PAGE>

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  capital   distribution;   (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 30-day
notice of the proposed capital distribution with the OTS.

         Liquidity.  OTS  regulations  require  that  each  savings  association
maintain an average daily  balance of liquid assets (such as cash,  certain time
deposits, bankers' acceptances and specified United States government,  state or
federal agency obligations) of not less than 4% of its net withdrawable  savings
deposits plus borrowings payable in one year or less at the end of the preceding
quarter or based on the average  daily  balance  during the  preceding  quarter.
Monetary  penalties may be imposed upon  associations  failing to meet liquidity
requirements.  The  eligible  liquidity of First  Federal at June 30, 2000,  was
$20.5  million,  or  28.9%,  and  exceeded  the 4.0%  liquidity  requirement  by
approximately $17.6 million.

         Qualified Thrift Lender Test. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL").  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 QTL test,  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 by meeting the definition of "domestic
building  and loan  association"  under the Internal  Revenue  Code of 1986,  as
amended (the "Code").  In order for an  institution  to meet the definition of a
"domestic  building and loan  association"  under the Code, at least 60% of such
institution's assets must 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.  If a savings association fails to meet one of the
QTL tests,  the  association  and its holding  company become subject to certain
operating and regulatory restrictions.  A savings association that fails to meet
one of the QTL tests will not be  eligible  for new FHLB  advances.  At June 30,
2000, First Federal qualified as a QTL.

         Lending Limit.  OTS regulations  generally  limit the aggregate  amount
that a savings association can lend to one borrower to an amount equal to 15% of
the association's  Lending Limit Capital. A savings  association may lend 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."  Certain  types of loans are not subject to the lending
limit. A general  exception to the 15% limit  provides that an  association  may
lend to one borrower up to $500,000,  for any purpose.  In applying the limit on
loans to one borrower,  the  regulations  require that loans to certain  related
borrowers be aggregated.  At June 30, 2000, First Federal was in compliance with
this lending limit.

         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, 2000.

         All transactions between savings associations and their affiliates must
comport  with  Sections  23A and 23B of the  Federal  Reserve  Act  ("FRA").  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 (i) limit
the  extent to which a savings  association  or its  subsidiaries  may engage in
"covered  transactions" with any one affiliate 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 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,  issuance of a guarantee  and
other similar types of  transactions.  In addition to the limits in Sections 23A
and 23B,  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, 2000.



                                      -16-
<PAGE>

Federal Deposit Insurance Corporation Regulations

        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 federally 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.

FRB Reserve Requirements

         FRB  regulations   currently   require  that  reserves  of  3%  of  net
transaction accounts (primarily NOW accounts) up to $44.3 million (subject to an
exemption  of up to $5.0  million),  and of 10% of net  transaction  accounts in
excess of $44.3 million.  At June 30, 2000, First Federal was in compliance with
its reserve requirements.

Federal Home Loan Banks

         The FHLBs  provide  credit to their  members  in the form of  advances.
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 1.0%  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,  or 5% of its advances from the FHLB.  First Federal
is in compliance with this  requirement  with an investment in stock of the FHLB
of Cincinnati of $1.7 million at June 30, 2000.

         Upon the  origination  or  renewal  of a loan or  advance,  the FHLB of
Cincinnati  is  required  by law to obtain and  maintain a security  interest in
collateral in one or more specified categories.

         Each FHLB is required to establish standards of community investment or
service  that its  members  must  maintain  for  continued  access to  long-term
advances from the FHLBs. The standards take into account a member's  performance
under the  Community  Reinvestment  Act and its record of lending to  first-time
home buyers.  All  long-term  advances by each FHLB must be made only to provide
funds for residential housing finance.

Holding Company Regulation

         OTS  Regulation.  As a unitary  savings and loan holding company within
the meaning of the Home Owners' Loan Act (the "HOLA"),  FFD has registered  with
the  OTS  and  is  subject  to OTS  regulations,  examination,  supervision  and
reporting requirements.

         The HOLA  generally  prohibits a savings and loan holding  company from
controlling any other savings  association or savings and loan holding  company,
without prior  approval of the OTS, 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.  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 FFD.
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.

         As a unitary  savings and loan  holding  company in existence on May 4,
1999, FFD generally has no restrictions on its activities. If 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


                                      -17-
<PAGE>

safety,  soundness or stability of its subsidiary savings association,  however,
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.
Notwithstanding  the foregoing rules as to permissible  business activities of a
unitary savings and loan holding company, if the savings association  subsidiary
of a holding  company fails to meet the QTL test,  then such unitary savings and
loan  holding  company  would  become  subject  to the  activities  restrictions
applicable to multiple  holding  companies.  At June 30, 2000, First Federal met
the QTL test.

         Federal 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.

         Merger  Moratorium  Statute.  Chapter  1704 of the  Ohio  Revised  Code
regulates  certain  takeover bids  affecting  certain 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) an exception specifically  enumerated in the statute is
applicable to the  combination,  (2) the  combination is approved,  at a meeting
held for such  purpose,  by the  affirmative  vote of the holders of the issuing
public corporation  entitling them to exercise at least two-thirds of the voting
power of the issuing public  corporation in the election of directors or of such
different  proportion as the articles may provide,  provided the  combination is
also approved by the  affirmative  vote of the holders of at least a majority of
the  disinterested  shares,  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.

         An Ohio corporation may, under certain circumstances,  "opt out" of the
statute by  specifically  providing  in its articles of  incorporation  that the
statute does not apply to any business combination of such corporation. However,
the statute  still  prohibits for twelve  months any business  combination  that
would have been  prohibited  but for the adoption of such an opt-out  amendment.
The  statute  also  provides  that it will  continue  to apply  to any  business
combination  between a person who became an Interested  Shareholder prior to the
adoption of such an  amendment as if the  amendment  had not been  adopted.  The
Articles of  Incorporation  of FFD do not opt out of the protection  afforded by
Chapter 1704.

         Control Share  Acquisition.  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 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.  The Control Share  Acquisition  Statute was intended,  in part, to
protect shareholders of Ohio corporations from coercive tender offers.

         Takeover Bid Statute.  Ohio law provides that an offeror may not make a
tender  offer or request or  invitation  for  tenders  that would  result in the
offeror  beneficially  owning  more than ten  percent of any class of the target
company's equity securities  unless such offeror files certain  information with
the Ohio Division of Securities  (the  "Securities  Division") and provides such
information to the target  company and the offerees  within Ohio. The Securities
Division  may suspend  the  continuation  of the  control bid if the  Securities
Division  determines that the offeror's filed  information does not provide full
disclosure to the offerees of all material  information  concerning  the control


                                      -18-
<PAGE>

bid.  The  statute  also  provides  that an offeror  may not  acquire any equity
security  of a  target  company  within  two  years  of the  offeror's  previous
acquisition  of any equity  security  of the same target  company  pursuant to a
control bid unless the Ohio  offerees  may sell such  security to the offeror on
substantially  the same terms as  provided  by the  previous  control  bid.  The
statute  does not apply to a  transaction  if either  the  offeror or the target
company is a savings  and loan  holding  company  and the  proposed  transaction
requires federal regulatory approval.

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.
Such tax preference  items include  interest on certain  tax-exempt bonds issued
after August 7, 1986.  In addition,  75% of the amount by which a  corporation's
"adjusted  current  earnings"  exceeds its  alternative  minimum  taxable income
computed  without regard to this  preference  item 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.  However,  the
Taxpayer  Relief Act of 1997  repealed the  alternative  minimum tax for certain
"small  corporations"  for tax  years  beginning  after  December  31,  1997.  A
corporation  initially  qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning  after  December 31, 1996.  Once a corporation is recognized as a
small  corporation,  it will continue to be exempt from the alternative  minimum
tax for as long as its average gross  receipts for the prior  three-year  period
does  not  exceed  $7,500,000.  In  determining  if  a  corporation  meets  this
requirement,  the first year that it achieved  small  corporation  status is not
taken into consideration.

         First  Federal's  average gross receipts for the three tax years ending
on December  31, 1999,  is  approximately  $7.4  million and as a result,  First
Federal does qualify as a small corporation exempt from the alternative  minimum
tax.

         Prior to the enactment of the Small  Business Jobs  Protection Act (the
"Act"),   which  was  signed  into  law  on  August  21,  1996,  certain  thrift
institutions, such as First Federal, were allowed deductions for bad debts under
methods more favorable than those granted to other  taxpayers.  Qualified thrift
institutions  could compute  deductions  for bad debts using either the specific
charge-off  method of Section 166 of the Code or one of two  reserve  methods of
Section  593 of the Code.  The  reserve  methods  under  Section 593 of the Code
permitted  a thrift  institution  annually  to elect to deduct  bad debts  under
either (i) the "percentage of taxable  income" method  applicable only to thrift
institutions,  or (ii) the "experience"  method that also was available to small
banks.  Under the "percentage of taxable income"  method,  a thrift  institution
generally  was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable  income  (determined  without  regard to this deduction and
with  additional   adjustments).   Under  the  "experience"   method,  a  thrift
institution  was  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. A thrift  institution  could elect  annually to compute its allowable
addition to bad debt reserves for  qualifying  loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994, and
1993, First Federal used the percentage of taxable income method.

         The  Act   eliminated  the  percentage  of  taxable  income  method  of
accounting  for bad debts by thrift  institutions,  effective  for taxable years
beginning after 1995.  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,  beginning 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)


                                      -19-
<PAGE>

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.

         For  taxable  years that begin  after  December  31,  1995,  and before
January 1, 1998, if a thrift meets the  residential  loan  requirement for a tax
year, the recapture of the applicable excess reserves  otherwise  required to be
taken into  account as a Code  Section  481(a)  adjustment  for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential  loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal  amounts of the  residential  loans made by the thrift  during the six
most recent tax years beginning  before January 1, 1996. A residential loan is a
loan as  described  in Section  7701(a)(19)(C)(v)  (generally  a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988  reserves is subject to the  provisions  of
Section 593(e),  as modified by the Act, 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 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, 2000, the pre-1988  reserves of First
Federal for tax purposes  totaled  approximately  $1.8  million.  First  Federal
believes it had approximately  $8.5 million of accumulated  earnings and profits
for tax  purposes as of June 30,  2000,  which would be  available  for dividend
distributions,  provided  regulatory  restrictions  applicable to the payment of
dividends  are  met.  See  Notes  A  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  1996.  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) .400% times
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.

         A special litter tax is also applicable to all corporations,  including
FFD,  subject  to the Ohio  corporation  franchise  tax  other  than  "financial
institutions."  If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first  $50,000 of computed  Ohio taxable  income and
 .22% of computed Ohio taxable income in excess of $50,000.  If the franchise tax
is paid on the net worth basis,  the litter tax is equal to .014% times  taxable
net worth.

         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 in 1999 was  imposed  at a rate of 1.4% of the
book net worth, and for tax year 2000 and years  thereafter,  the rate of tax is
equal to 1.3% of the 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.


                                      -20-
<PAGE>

Item 2.       Description of Property

              The  following  table sets forth certain  information  at June 30,
2000,  regarding the  properties on which the main office of First Federal and a
branch office are located:
<TABLE>
<CAPTION>

                                    Owned                Date                 Net
Location                          or leased            acquired          book value(1)
--------                          ---------            ---------         -------------
<S>                                  <C>                 <C>                 <C>
321 North Wooster Avenue
Dover, Ohio  44622                  Owned                1/96               $559,000

224 West High Avenue
New Philadelphia, OH  44663         Owned                11/97              $376,000
</TABLE>

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

(1)  At June 30, 2000, First Federal's office premises and equipment had a total
     net book value of approximately  $1.3 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.

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,  2000 (the  "Annual
Report"),  under the  caption  "Market  Price of FFD Common  Shares and  Related
Shareholder Matters" is incorporated herein by reference.

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  August  18,  2000,  are
incorporated herein by reference.

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

              Not applicable.



                                      -21-
<PAGE>
                                    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 2000 Annual Meeting of  Shareholders of FFD (the "Proxy  Statement"),  under
the caption "Board of Directors" is incorporated herein by reference.

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

              The information contained in the Proxy Statement under the caption
"Voting Securities and Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.

Item 12.      Certain Relationships and Related Transactions

              Not Applicable.

Item 13.      Exhibits and Reports on From 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

          13          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 2000 Annual Meeting of Shareholders

          21          Subsidiaries of FFD Financial Corporation

          27          Financial Data Schedule

(b)       Reports on Form 8-K

          No reports on Form 8-K have been filed by FFD during the quarter ended
June 30, 2000.


















                                      -22-
<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/ Robert R. Gerber
                                               --------------------------------
                                               Robert R. Gerber, President
                                               (Principal Executive Officer)

                                            Date: September 12, 2000

         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/ Robert R. Gerber                       /s/ Roy O. Mitchell, Jr.
----------------------------               ---------------------------
Robert R. Gerber                           Roy O. Mitchell, Jr.
President, Director and                    Director
Principal Financial Officer


Date: September 12, 2000                   Date: September 12, 2000



/s/ Stephen G. Clinton                     /s/ Robert D. Sensel
----------------------------               ---------------------------
Stephen G. Clinton                         Robert D. Sensel
Director                                   Director


Date: September 12, 2000                   Date: September 12, 2000



/s/ J. Richard Gray                        /s/ Enos L. Loader
----------------------------               ---------------------------
J. Richard Gray                            Enos L. Loader
Director                                   Director


Date: September 12, 2000                   Date:  September 12, 2000



/s/ Richard J. Herzig
----------------------------
Richard J. Herzig
Director


Date: September 12, 2000






                                      -23-
<PAGE>

<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

     EXHIBIT
     NUMBER        DESCRIPTION                                  PAGE NUMBER
     ------        -----------                                  -----------
<S>                      <C>                                               <C>
     3.1           Articles of Incorporation of FFD Financial   Incorporated by reference to the Registration Statement on
                   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 to
                   Incorporation of FFD Financial Corporation   the S-1 filed with the SEC on February 1, 1996
                                                                ("Pre-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 Corporation   Exhibit 3.3.
     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 Form 10-KSB for the year
                   Option and Incentive Plan                    ended June 30, 1998, as filed with the SEC on September 28,
                                                                1998 (the "1998 10-KSB"), Exhibit 10.1.
     10.2          First Federal Savings Bank of Dover          Incorporated by reference to the 1998 Form 10-KSB, Exhibit
                   Recognition and Retention Plan and Trust     10.2.
                   Agreement
     13            FFD Financial Corporation 2000 Annual
                   Report to Shareholders
     20            Proxy Statement for 2000 Annual Meeting of
                   Shareholders
     21            Subsidiaries of FFD Financial Corporation    Incorporated by reference to the Annual Report on Form 10-KSB
                                                                for the fiscal year ended June 30, 1996, filed with the SEC
                                                                on September 30, 1996, Exhibit 21.
     27            Financial Data Schedule

</TABLE>













                                      -24-