SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934


Filed by the  Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[   ]  Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e)(2))
[ X ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12

                            FFD FINANCIAL CORPORATION
                   -----------------------------------------
                (Name of Registrant as Specified In Its Charter)

    -------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]   No fee required.
[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.

        1)    Title of each class of securities to which transaction applies:
              ---------------------------------------------------------------
        2)    Aggregate number of securities to which transaction applies:
              ---------------------------------------------------------------
        3)    Per unit price or other underlying value of  transaction  computed
              pursuant to  Exchange Act Rule O-11 (Set forth the amount on which
              the filing fee is calculated and state how it was determined):
              ---------------------------------------------------------------
        4)    Proposed maximum aggregate value of transaction:
              ---------------------------------------------------------------
        5)    Total fee paid:
              ---------------------------------------------------------------

[   ]   Fee paid previously with preliminary materials.
[   ]   Check box if any part of the fee is offset as provided by Exchange  Act
        Rule O-11(a)(2)  and  identify  the  filing  for  which the  offsetting
        fee was paid previously.  Identify the previous filing by registration
        statement  number, or the Form or Schedule and the date of its filing.

         1)   Amount Previously Paid:
              --------------------------------------
         2)   Form, Schedule or Registration Statement No.:
              --------------------------------------
         3)   Filing Party:
              --------------------------------------
         4)   Date Filed:
              --------------------------------------




<PAGE>


                            FFD FINANCIAL CORPORATION
                            321 North Wooster Avenue
                                Dover, Ohio 44622
                                 (330) 364-7777

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 2000 Annual Meeting of  Shareholders of
FFD  Financial   Corporation  ("FFD")  will  be  held  at  the  McDonald/Marlite
Conference  Center,  143 McDonald  Drive SW, New  Philadelphia,  Ohio 44663,  on
October  17,  2000 at 1:00 p.m.,  local  time (the  "Annual  Meeting"),  for the
following  purposes,  all  of  which  are  more  completely  set  forth  in  the
accompanying Proxy Statement:

1.      To elect four directors of FFD for terms expiring in 2000;

2.      To ratify the selection of Grant Thornton LLP as the auditors of FFD for
        the current fiscal year; and

3.      To transact such  other  business as may properly come before the Annual
        Meeting or any adjournments thereof.

         Only  shareholders  of FFD of record at the close of business on August
31,  2000,  will be  entitled  to  receive  notice of and to vote at the  Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual  Meeting,  we urge  you to  consider  the  accompanying  Proxy  Statement
carefully and to SIGN,  DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE  WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE  ASSURED.  The giving of a Proxy  does not  affect  your right to vote in
person in the event you attend the Annual Meeting.


                                            By Order of the Board of Directors




Dover, Ohio                                 Robert R. Gerber, President
September 12, 2000


<PAGE>

                            FFD FINANCIAL CORPORATION
                            321 North Wooster Avenue
                                Dover, Ohio 44622
                                 (330) 364-7777

                                 PROXY STATEMENT


                                     PROXIES

         The enclosed Proxy is being  solicited by the Board of Directors of FFD
Financial Corporation ("FFD") for use at the 2000 Annual Meeting of Shareholders
of FFD to be held at the McDonald/Marlite  Conference Center, 143 McDonald Drive
SW, New Philadelphia, Ohio 44663, on October 17, 2000, at 1:00 p.m., local time,
and at any adjournments  thereof (the "Annual  Meeting").  Without affecting any
vote  previously  taken,  the Proxy may be revoked by a shareholder  executing a
later dated proxy which is received by FFD before the Proxy is  exercised  or by
giving  notice of  revocation  to FFD in writing or in open  meeting  before the
Proxy is exercised. Attendance at the Annual Meeting will not, of itself, revoke
a Proxy.

         Each properly  executed  Proxy received prior to the Annual Meeting and
not revoked  will be voted as  specified  thereon or, in the absence of specific
instructions to the contrary, will be voted:

               FOR the  reelection  of Stephen  G.  Clinton,  Robert R.  Gerber,
               Richard J.  Herzig  and Enos L.  Loader as  directors  of FFD for
               terms expiring in 2002; and

               FOR the  ratification  of the  selection  of Grant  Thornton  LLP
               ("Grant  Thornton") as the auditors of FFD for the current fiscal
               year.

         Proxies may be solicited by the directors, officers and other employees
of FFD and First Federal Savings Bank of Dover ("First  Federal"),  in person or
by telephone, telegraph or mail only for use at the Annual Meeting. Such Proxies
will not be used for any other meeting.  The cost of soliciting  Proxies will be
borne by FFD.

         Only  shareholders  of record as of the close of business on August 31,
2000 (the "Voting  Record  Date"),  are entitled to vote at the Annual  Meeting.
Each such  shareholder  will be entitled to cast one vote for each share  owned.
FFD's records  disclose that, as of the Voting Record Date, there were 1,412,383
votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of FFD on or
about September 18, 2000.



<PAGE>
                                  VOTE REQUIRED

Election of Directors

         Under Ohio law and FFD's Code of Regulations (the  "Regulations"),  the
four  nominees  receiving  the  greatest  number  of votes  will be  elected  as
directors.  Shares as to which the authority to vote is withheld are not counted
toward the  election  of  directors  or toward the  election  of the  individual
nominees  specified on the Proxy. If the accompanying  Proxy is signed and dated
by the  shareholder  but no vote is specified  thereon,  the shares held by such
shareholder will be voted FOR the reelection of the four nominees.

Ratification of Selection of Auditors

         The  affirmative  vote  of the  holders  of a  majority  of the  shares
represented  in person or by proxy at the Annual  Meeting is necessary to ratify
the  selection of Grant  Thornton as the auditors of FFD for the current  fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the  accompanying  Proxy is signed and dated by the  shareholder  but no vote is
specified  thereon,  the shares held by such  shareholder  will be voted FOR the
ratification of the selection of Grant Thornton as auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain  information with respect to the
only  persons  known to FFD to own  beneficially  more than five  percent of the
outstanding common shares of FFD as of August 31, 2000:

<TABLE>
<CAPTION>

                                              Amount and nature of                   Percent of
Name and address                              beneficial ownership               shares outstanding
----------------                              ---------------------              ------------------
<S>                                                     <C>                            <C>
FFD Financial Corporation                         143,042 (1)                          10.13%
   Employee Stock Ownership Plan
1201 Broadway
Quincy, Illinois  62301

Robert R. Gerber                                   74,878 (2)                           5.22%
658 Orchard Avenue N.W.
New Philadelphia, Ohio  44663

</TABLE>

---------------------------
(Footnotes on next page)



                                       2
<PAGE>
  (1)    Includes 92,214  unallocated shares with respect to which First Bankers
         Trust Company,  N.A. (the "ESOP  Trustee"),  as the Trustee for the FFD
         Financial  Corporation  Employee Stock Ownership Plan (the "ESOP"), has
         sole voting power.  The ESOP Trustee has sole investment power over all
         143,042 shares.

  (2)    Includes  10,626 shares  allocated to Mr.  Gerber's ESOP account,  with
         respect to which Mr. Gerber has voting power, 20,940 shares that may be
         acquired  upon the  exercise  of an  option,  1,487  shares  which  are
         expected to be earned in the next 60 days and 29,687 shares held by the
         First Federal  Savings Bank of Dover  Recognition  and  Retention  Plan
         Trust (the  "RRP") with  regard to which Mr.  Gerber has shared  voting
         power as Trustee.

         The following table sets forth certain  information with respect to the
number of common shares of FFD beneficially owned by each director of FFD and by
all directors and executive officers of FFD as a group as of August 31, 2000:

<TABLE>
<CAPTION>

                                       Amount and nature of beneficial ownership
                                       Sole voting and         Shared voting and            Percent of
Name and address (1)                  investment power          investment power        shares outstanding
--------------------                  ----------------          ----------------        ------------------
<S>                                          <C>                      <C>                       <C>
Stephen G. Clinton                         12,720 (2)               31,537 (3)                  3.12%
Robert R. Gerber                           40,191 (4)(5)            34,687 (3)                  5.22
J. Richard Gray                             7,900 (2)               22,070                      2.11
Richard J. Herzig                          22,470 (2)                   --                      1.58
Enos L. Loader                              2,895                       --                      0.20
Roy O. Mitchell, Jr.                       10,470 (2)               14,000                      1.72
Robert D. Sensel                           19,970 (2)               10,000                      2.11
All directors and executive
  officers of FFD as a group
  (8 people)                              125,413 (6)               76,880 (7)                 13.74
</TABLE>

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

(1)  Each of the persons listed on this table may be contacted at the address of
     FFD.

(2)  This number includes 7,156 shares that may be acquired upon the exercise of
     options awarded pursuant to the FFD Financial Corporation 1997 Stock Option
     and  Incentive  Plan (the  "Stock  Option  Plan") and 744 shares  which are
     expected to be earned in the next 60 days pursuant to the RRP.

(3)  This  number  includes  29,687  shares held by the RRP Trust with regard to
     which  Messrs.  Clinton and Gerber have shared  voting power as Trustees of
     the RRP.

(4)  This number  includes  20,940 shares that may be acquired upon the exercise
     of an option  awarded  pursuant to the Stock  Option Plan and 1,487  shares
     which are expected to be earned in the next 60 days pursuant to the RRP.

(Footnotes continued on next page)


                                       3
<PAGE>

(5)  This number includes 10,626 shares  allocated to Mr. Gerber's ESOP account,
     with respect to which Mr. Gerber has voting power.

(6)  This number  includes  59,505 shares that may be acquired upon the exercise
     of options awarded  pursuant to the Stock Option Plan and 5,727 shares that
     are expected to be earned in the next 60 days pursuant to the RRP.

(7)  The 29,687 shares held by the RRP Trust  (including  the shares held by the
     RRP Trust but  expected to be earned and  distributed  in the next 60 days,
     which are also  included in the numbers of shares held with sole voting and
     investment  power) are reflected in each Trustee's  amount but counted only
     once in the  amount  beneficially  owned  by all  directors  and  executive
     officers of FFD as a group.


                               BOARD OF DIRECTORS

Election of Directors

         FFD's Regulations provide for a Board of Directors  consisting of seven
persons  divided  into two  classes.  In  accordance  with  Section  2.03 of the
Regulations,  nominees  for election as  directors  may be proposed  only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has  submitted a written  nomination to the Secretary of FFD by the later of the
July 31st  immediately  preceding  the  annual  meeting of  shareholders  or the
sixtieth day before the first  anniversary  of the most recent annual meeting of
shareholders  held for the election of directors.  Each such written  nomination
must state the name,  age,  business or residence  address of the  nominee,  the
principal  occupation or employment of the nominee,  the number of common shares
of FFD owned  either  beneficially  or of record  by each such  nominee  and the
length of time such shares have been so owned.

         Each of the  directors  of FFD is also a  director  of  First  Federal.
Messrs.  Clinton,  Gerber, Gray, Herzig, Mitchell and Sensel became directors of
FFD in  connection  with the  conversion  of FFD from  mutual to stock form (the
"Conversion") and the formation of FFD as the holding company for First Federal.
Mr. Loader was appointed to the boards of FFD and First Federal  effective  June
1, 1998, to fill vacancies  created when the size of the boards was changed from
six to seven members.
















                                       4
<PAGE>

         The Board of Directors proposes the reelection of the following persons
to serve as directors of FFD until the annual  meeting of  shareholders  in 2002
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>

Name                           Age (1)        Position(s) held            Director of FED since      Term expires
----                           -------        ----------------            ---------------------      ------------
<S>                               <C>              <C>                           <C>                      <C>
Stephen G. Clinton                47          Director                            1995                   2001
Robert R. Gerber                  51          Director and President              1995                   2001
Richard J. Herzig                 75          Director                            1995                   2001
Enos L. Loader                    62          Director                            1998                   2001
</TABLE>

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

(1)      As of August 31, 2000.


         If any nominee is unable to stand for  election,  any Proxies  granting
authority  to vote for such  nominee  will be voted for such  substitute  as the
Board of Directors recommends.

         The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>

Name                   Age (1)       Position(s) held       Director of FFD since      Term expires
----                   -------       ----------------       ---------------------      ------------
<S>                      <C>            <C>                          <C>                   <C>
J. Richard Gray           73         Director                        1995                  2001
Roy O. Mitchell, Jr.      73         Director                        1995                  2001
Robert D. Sensel          55         Director                        1995                  2001
</TABLE>

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

(1)      As of August 31, 2000.


     Stephen G. Clinton is a principal of Tucker  Anthony  Capital  Markets,  an
investment  banking  firm  headquartered  in  Boston,  Massachusetts,  providing
assistance  to  financial   institutions  in  their  implementation  of  capital
strategies.  Prior to joining  Tucker Anthony in 1997, Mr. Clinton was for seven
years the President of National Capital  Companies,  LLC, an investment  banking
firm.

     J. Richard Gray has been  employed by Hanhart  Agency,  Inc.,  an insurance
agency in Dover,  since 1951. Mr. Gray has served as that company's Chairman for
the past three years.

     Robert R. Gerber has served as President of First Federal since 1992.  From
1984 to 1992, Mr. Gerber was a loan officer and the Secretary of First Federal.

     Richard J. Herzig is the  Chairman and retired  President of  Toland-Herzig
Funeral Homes, Inc., located in Dover, Ohio.


                                       5
<PAGE>

     Enos L. Loader was employed by Bank One Dover N.A.  for 38 years,  retiring
in 1998 as Executive Vice President and Chief  Operating  Officer.  He currently
provides business financial consulting to several firms.

     Roy O. Mitchell,  Jr. served as Managing Officer of First Federal from 1967
until his retirement from First Federal in 1992.

     Robert D. Sensel has been  President and Chief  Executive  Officer of Dover
Hydraulics,  Inc., Dover,  Ohio, since 1984. Dover Hydraulics is involved in the
manufacture,  repair and distribution of hydraulic  cylinders and components for
the steel, construction and mining industries.

Meetings of Directors

         The Board of Directors of FFD met 17 times for regularly  scheduled and
special meetings during the fiscal year ended June 30, 2000.

         Each director of FFD is also a director of First Federal.  The Board of
Directors  of First  Federal met 13 times for  regularly  scheduled  and special
meetings during the fiscal year ended June 30, 2000.

Committees of Directors

         The Board of Directors of FFD has an Audit Committee and a Stock Option
Committee. The full Board of Directors serves as a nominating committee.

         The Audit  Committee is responsible  for selecting and  recommending to
the Board of  Directors a firm to serve as auditors  for FFD and  reviewing  the
report prepared by the auditors.  All six of the non-employee directors serve on
the  Committee.  The Audit  Committee met once during the fiscal year ended June
30, 2000.

         The Stock Option Committee is responsible for  administering  the Stock
Option Plan,  including  interpreting the Stock Option Plan and granting options
pursuant to its terms.  The members of the Stock Option  Committee are Directors
Gerber, Gray, Herzig,  Mitchell and Sensel. The Stock Option Committee met three
times during the fiscal year ended June 30, 2000.

         The Board of Directors of First Federal has an Executive Committee and
an RRP Committee.

         The  Executive   Committee  functions  primarily  as  a  loan  approval
committee for loans that exceed management  approval  authority,  although it is
authorized to act on other matters.  Any three members of the board may serve as
the Executive Committee.  The Executive Committee met 15 times during the fiscal
year ended June 30, 2000.


                                       6
<PAGE>

         The RRP Committee administers the RRP and recommends awards thereunder,
subject to the approval of the full Board of  Directors.  The members of the RRP
Committee are  Directors  Gerber,  Gray,  Herzig,  Mitchell and Sensel.  The RRP
Committee met three times during the fiscal year ended June 30, 2000.


                               EXECUTIVE OFFICERS

     Mr.  Gerber is the  President  of both FFD and First  Federal.  Shirley  A.
Wallick is the  Treasurer  and the  Secretary  of First  Federal and FFD. She is
responsible for personnel records and bookkeeping.  Ms. Wallick,  who is 55, has
been an employee of First Federal since December 1982.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

         The  following  table  sets  forth the  compensation  paid to Robert R.
Gerber,  who is the  President  of FFD and First  Federal,  for the fiscal years
ended  June 30,  2000,  and 1998.  No other  executive  officer  of FFD or First
Federal earned salary and bonus in excess of $100,000 during such periods.

<TABLE>
<CAPTION>
                           Summary Compensation Table

                                   ---------------------------------------------------------------------------------------------
                                                                                                                All Other
                                    Annual Compensation(1)               Long term Compensation               Compensation
                                   ---------------------------------------------------------------------

Name and                Year       Salary ($)      Bonus ($)                     Awards
Principal                                                      -----------------------------------------
Position                                                       Restricted Stock    Securities Underlying
                                                                  Awards ($)         Options/SARs (#)
--------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>            <C>            <C>                 <C>                      <C>
Robert R. Gerber        2000          $89,000        $6,500            -                   -                   $32,362 (2)
President               1999          $89,000             -            -                   -                   $50,193 (3)
                        1998          $87,500        $5,400            -                   -                   $62,486 (4)
</TABLE>

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

(1)  Does not  include  amounts  attributable  to other  miscellaneous  benefits
     received  by Mr.  Gerber,  the  cost of  which  was  less  than  10% of his
     compensation.

(2)  Consists of the  aggregate  value at the date of allocation of 2,942 shares
     allocated to Mr. Gerber's ESOP account.

(Footnotes continued on next page)


                                       7
<PAGE>

(3)  Consists of the  aggregate  value at the date of allocation of 3,718 shares
     allocated to Mr. Gerber's ESOP account.

(4)  Consists  of the  aggregate  value at the date of  allocation  of  3,423.89
     shares allocated to Mr. Gerber's ESOP account.

Stock Option Plan

         At the 1996 Annual Meeting of  Shareholders,  the  shareholders  of FFD
adopted the Stock Option Plan. Under the Stock Option Plan,  145,475 shares have
been  reserved  for  issuance  by FFD upon  exercise of options to be granted to
certain directors,  officers and employees of FFD and First Federal from time to
time under the Stock Option Plan.

         The  following  table sets forth  information  regarding the number and
value of unexercised options held by Mr. Gerber at June 30, 2000:

<TABLE>
<CAPTION>

                                Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/00 Option/SAR Values
                                                                     Number of Securities            Value of Unexercised
                            Shares                                  Underlying Unexercised         "In The Money" Options/
                          Acquired on            Value            Options/SARs at 6/30/00(#)        SARs at 6/30/00($)(1)
Name                      Exercise(#)         Realized($)          Exercisable/Unexercisable       Exercisable/Unexercisable
----                     ------------         -----------         --------------------------       -------------------------
<S>                           <C>                <C>                        <C>                               <C>
Robert R. Gerber              -0-                N/A                   15,705/10,469                    $5,654/$3,769
</TABLE>

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

(1)      For purposes of this table,  the value of the option was  determined by
         multiplying the number of shares subject to unexercised  options by the
         difference  between the $9.14  exercise price and the fair market value
         of FFD's common shares,  which was $9.50 on June 30, 2000, based on the
         closing bid price reported by Nasdaq.

Recognition and Retention Plan

         At the 1996 Annual Meeting of  Shareholders,  the  shareholders  of FFD
adopted the RRP. With funds contributed by First Federal,  the RRP has purchased
50,245  common  shares  of FFD,  29,300  of  which  have  been  awarded  and not
forfeited.  Unless the RRP Committee  specifically states to the contrary at the
time of an  award  of  shares,  one-fifth  of such  shares  will be  earned  and
non-forfeitable  on each of the  first  five  anniversaries  of the  date of the
award.







                                       8
<PAGE>

Employee Stock Ownership Plan

         FFD has  established  the ESOP for the benefit of  employees of FFD and
its subsidiaries,  including First Federal, who are age 21 or older and who have
completed at least one year of service with FFD and its  subsidiaries.  The ESOP
provides  an  ownership  interest  in  the  Company  to all  eligible  full-time
employees of the Company.  The ESOP trust  borrowed  funds from the Company with
which it acquired 116,380 of the common shares sold in the Conversion.

         Contributions to the ESOP and shares released from the suspense account
are  allocated  among  participants  on the basis of  compensation.  Except  for
participants  who retire,  become  disabled or die during a plan year, all other
participants  must have  completed  at least  1,000 hours of service in order to
receive an allocation. Benefits become fully vested after five years of service.

Director Compensation

         Each director who is not an executive  officer of FFD receives a fee of
$300 per regular  meeting  attended and $50 per special meeting  attended.  Each
director who is not an executive officer of First Federal receives a fee of $700
per regular meeting attended and $50 per special meeting attended.  In addition,
directors who are not executive  officers of either FFD or First Federal receive
a fee of $25 per committee meeting attended.


                              CERTAIN TRANSACTIONS

         First  Federal  makes loans to executive  officers and directors in the
ordinary  course of  business.  Although  First  Federal  may make loans to such
persons on terms more  favorable  than those  offered to persons not  affiliated
with First  Federal,  all amounts owed by  directors  or  executive  officers in
excess of $60,000  during the last two fiscal years were owed  pursuant to loans
made on  substantially  the  same  terms  as  those  prevailing  at the time for
comparable transactions with other persons, did not involve more than the normal
risk of collectibility or present other unfavorable  features and are current in
their payments.


                              SELECTION OF AUDITORS

         The Board of Directors has selected  Grant Thornton LLP as the auditors
of FFD for the current fiscal year and recommends that the  shareholders  ratify
the selection.  Management  expects that a representative  of Grant Thornton LLP
will be present  at the  Annual  Meeting,  will have the  opportunity  to make a
statement  if he or  she  so  desires  and  will  be  available  to  respond  to
appropriate questions.



                                       9
<PAGE>

                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

         If a  qualified  shareholder  of FFD intends to submit a proposal to be
considered  for  inclusion  in FFD's form of Proxy and in FFD's Proxy  Statement
(the "Proxy  Materials") for the 2001 Annual Meeting of Shareholders  (the "2001
Annual  Meeting"),  such  proposal must be received by the Company no later than
May 15, 2001. If a shareholder  intends to present a proposal at the 2001 Annual
Meeting  and the  proposal  was not  included in the Proxy  Materials,  then the
proxies  designated by the Board of Directors of FFD for the 2001 Annual Meeting
of  Shareholders  of FFD will still be entitled to vote in their  discretion  on
such proposal despite the exclusion of any discussion of the matter in the Proxy
Materials if the proposal is not received by FFD before July 29, 2001.

         Management  knows of no other  business which may be brought before the
Annual  Meeting.  It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in  accordance  with their best judgment on any other matters
which may be brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED  PROMPTLY.  WHETHER OR NOT YOU
EXPECT TO ATTEND  THE  MEETING  IN  PERSON,  YOU ARE URGED TO FILL IN,  SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.


                                            By Order of the Board of Directors




Dover, Ohio                                 Robert R. Gerber, President
September 12, 2000
















                                       10
<PAGE>


                                 REVOCABLE PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                            FFD FINANCIAL CORPORATION

          FFD FINANCIAL CORPORATION 2000 ANNUAL MEETING OF SHAREHOLDERS
                                OCTOBER 17, 2000

         The undersigned shareholder of FFD Financial Corporation ("FFD") hereby
constitutes and appoints J. Richard Gray and Roy O. Mitchell, Jr., or either one
of  them,  as the  Proxy  or  Proxies  of the  undersigned  with  full  power of
substitution  and  resubstitution,  to  vote  at  the  2000  Annual  Meeting  of
Shareholders of FFD to be held at the  McDonald/Marlite  Conference  Center, 143
McDonald Drive SW, New  Philadelphia,  Ohio 44663,  at 1:00 p.m. local time (the
"Annual Meeting"), all of the shares of FFD which the undersigned is entitled to
vote  at the  Annual  Meeting,  or at any  adjournment  thereof,  on each of the
following  proposals,  all of which  are  described  in the  accompanying  Proxy
Statement:

1.   The election of four directors:

      [   ]   FOR all nominees                    [   ]   WITHHOLD authority to
              listed below                                vote for all nominees
              (except as marked to the                    listed below:
                 contrary below):

                               Stephen G. Clinton
                                Robert R. Gerber
                                Richard J. Herzig
                                 Enos L. Loader

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name in the space provided below).

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

2.   The  ratification of the selection of Grant Thornton LLP,  certified public
     accountants, as the auditors of FFD for the current fiscal year.


        [   ]   FOR               [   ]   AGAINST               [   ]   ABSTAIN

3.   In their  discretion,  upon such other business as may properly come before
     the Annual Meeting or any adjournments thereof.

         IMPORTANT: Please sign and date this Proxy on the reverse side.



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<PAGE>

         The Board of  Directors  recommends  a vote "FOR" the  nominees and the
proposals listed above.

         This  Proxy,  when  properly  executed,  will be  voted  in the  manner
directed herein by the undersigned shareholder.  Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.

         All Proxies  previously  given by the  undersigned  are hereby revoked.
Receipt of the Notice of the 2000 Annual Meeting of  Shareholders  of FFD and of
the accompanying Proxy Statement is hereby acknowledged.

         Please sign exactly as your name appears on your Stock  Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.


----------------------------                ------------------------------
Signature                                            Signature


----------------------------                ------------------------------
Print or Type Name                                   Print or Type Name


Dated: _____________________                Dated: _______________________


PLEASE DATE,  SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED  ENVELOPE.  NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.


















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