SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 for the Fiscal Year Ended June 30, 2001

                                       OR

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

                         Commission File Number: 0-27916

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

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


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

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

         Securities registered under Section 12(b) of the Exchange Act:
            None                                               None
----------------------------                          ----------------------
    (Title of each class)                             (Name of each exchange
                                                        on which registered)

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

                        Common Shares, without par value
                                (Title of class)

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

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

     The issuer's  revenues  for the fiscal year ended June 30, 2001,  were $9.8
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 $10.4 million on September 25, 2001.

     1,274,741  of the issuers  common  shares were  issued and  outstanding  on
September 25, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II of Form 10-KSB - Portions of the Annual Report to  Shareholders  for the
fiscal year ended June 30, 2001.

Part III of Form  10-KSB -  Portions  of the  Proxy  Statement  for 2001  Annual
Meeting of Shareholders.

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


<PAGE>


                                     PART I

Item 1.       Description of Business

General

         FFD Financial Corporation ("FFD"), an Ohio corporation formed in 1996,
is a savings and loan holding company which owns all of the issued and
outstanding common shares of First Federal Savings Bank of Dover, now known as
First Federal Community Bank, a federal savings bank ("First Federal"). 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 name "First Federal Savings Bank of Dover" was adopted. In
August, 2001, First Federal adopted its present name.

         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, as well as
various types of consumer loans.












                                      -2-
<PAGE>

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

                                                          At June 30,
                                        2001                  2000                 1999
                                        ----                  ----                 ----
                                              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                $ 67,643      62.1%   $ 71,960     69.3%     $67,990    77.0%
Multifamily                           7,603       7.0       7,233      7.0        5,467     6.2
Nonresidential and land              24,645      22.6      17,092     16.5       11,231    12.7
Commercial - secured                  6,939       6.4       4,899      4.7        2,058     2.3
Commercial - unsecured                  471       0.4       1,040      1.0          646     0.7
Consumer and other                    1,623       1.5       1,515      1.5          996     1.1
 Deferred loan origination costs          1         -           -        -            -       -
                                    -------     -----     -------    -----       ------   -----
   Total loans                      108,925     100.0%    103,739    100.0%      88,388   100.0%
                                                =====                =====                =====

Less:
Undisbursed portion of loans in
  process                             1,134                 1,200                 1,560
Deferred loan origination fees            -                    46                   142
Allowance for loan losses               564                   375                   269
                                    -------               -------                ------

   Loans receivable, net           $107,227              $102,118               $86,417
                                    =======               =======                ======
</TABLE>


     Loan Maturity Schedule.  The following table sets forth certain information
as of June 30,  2001,  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
                             2002      2003     2004      6/30/01       6/30/01      6/30/01       6/30/01        Total
                             ----      ----     ----      -------       -------      -------       -------        -----

                                                                   (In thousands)
<S>                        <C>          <C>     <C>         <C>         <C>           <C>           <C>            <C>
Residential real
  estate (1)              $11,545    $2,634   $2,840    $  6,365       $19,184      $10,115        $22,564      $ 75,247
Commercial loans            3,122     3,232    1,056           -             -            -              -         7,410
Nonresidential and land     1,945     1,945    2,104       4,742        13,378          164            367        24,645
Consumer loans                435       472      512         204             -            -              -         1,623
                           ------     -----    -----      ------        ------       ------         ------       -------
   Total loans            $17,047    $8,283   $6,512     $11,311       $32,562      $10,279        $22,931      $108,925
                           ======     =====    =====      ======        ======       ======         ======       =======
</TABLE>

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

(1)  Includes one- to  four-family,  multifamily  and deferred loan  origination
     costs.


     The  following  table sets  forth the dollar  amount of all loans due after
June 30, 2002, which have  predetermined  interest rates and which have floating
or adjustable interest rates:

                                                      Due after June 30, 2002
                                                      -----------------------
                                                          (In thousands)

 Fixed rate of interest                                       $14,028
 Adjustable rate of interest                                   77,850
                                                               ------
                                                              $91,878
                                                               ======

         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 was $67.6
million, or 62.1% of total loans, at June 30, 2001.

         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 also has an
affordable housing loan program under which it originates a small number of
variable-rate loans with LTVs of up to 95%.

         Included in one- to four-family loans are lines of credit secured by
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,
2001, First Federal's total one- to four-family residential real estate loan
portfolio included $5.6 million in home equity loans.

         Multifamily Residential Real Estate Loans. 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, 2001, loans secured by multifamily properties totaled
approximately $7.6 million, or 7.0% 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. 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, 2001, a total of $1.5 million, or approximately 1.4%, 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
were nonperforming at June 30, 2001, 2000 or 1999.

         At June 30, 2001, First Federal had a total of $24.6 million invested
in nonresidential real estate and land loans. Nonresidential real estate loans
comprised approximately 22.6% of First Federal's total loans at such date. The
increase in nonresidential real estate loans from the fiscal year ended June 30,
2000, was the result of management's concerted effort to increase the portfolio
in order to increase the yield on interest earning assets.

         Federal regulations limit the amount of nonresidential mortgage and
land loans which an association may make to 400% of its capital. At June 30,
2001, First Federal's nonresidential mortgage loans totaled 166.5% 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 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, 2001, First Federal had approximately $7.4 million, or 6.8%
of total loans, invested in commercial loans.

         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. At June 30, 2001, 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, 2001, First Federal had approximately $1.6 million, or 1.5%
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
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.

                                      -5-
<PAGE>
         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 real
estate 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, 2001, First Federal sold
approximately $9.3 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,
                                                   2001             2000              1999
                                                   ----             ----              ----
                                                              (In thousands)
<S>                                                 <C>             <C>              <C>
Loans originated:
   One- to four-family                           $17,510         $ 9,773           $21,534
   Construction                                      902           1,502             2,880
   Nonresidential and land                            42           2,182                63
   Commercial                                     24,660          20,191            14,993
   Consumer                                        1,630           1,678             1,470
                                                  ------          ------            ------
     Total loans originated                       44,744          35,326            40,940

Principal repayments                              30,639          17,338            17,172
Principal sold                                     9,257           2,350             7,433
Increase (decrease) in other items, net (1)         (320)            (81)               57
                                                  ------          ------            ------
Net increase in loans receivable                 $ 4,528         $15,557           $16,392
                                                  ======          ======            ======
</TABLE>

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

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


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

         Based on the 15% limit, First Federal was able to lend approximately
$2.3 million to one borrower at June 30, 2001. The largest amount First Federal
had outstanding to one borrower at June 30, 2001, was $1.6 million, which is one
loan secured by a hotel in New Philadelphia, Ohio.

         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.

                                      -6-
<PAGE>

         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 a real estate loss provision 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, 2001.


























                                      -7-
<PAGE>



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

                                      June 30, 2001                 June 30, 2000                     June 30, 1999
                            -----------------------------    -----------------------------   -----------------------------
                                                  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               5       $  754       .69%       13        $437       .42%         6         $248      .28%
    60 - 89 days               7          177       .16%        -           -        -          13          178      .20
    90 days and over           1          105       .10%        2         225       .22          4           15      .02
                              --        -----       ---        --         ---       ---         --          ---      ---
 Total delinquent loans       13       $1,036       .95%       15        $662       .64%        23         $441      .50%
                              ==        =====       ===        ==         ===       ===         ==          ===      ===
</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.

         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,
                                                    2001             2000            1999
                                                    ----             ----            ----
                                                           (Dollars in thousands)
<S>                                                  <C>               <C>            <C>
Total nonaccrual loans                              $105              $225             $  -

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

Total nonperforming loans                           $105              $225             $ 15
                                                     ===               ===              ===

Allowance for loan losses                           $564              $375             $269
                                                     ===               ===              ===

Nonperforming loans as a percent of total
   loans                                              .10%              .22%             .02%

Allowance for loan losses as a percent of
   nonperforming loans                             537.14%           166.67%        1,793.33%
</TABLE>


         For the year ended June 30, 2001, interest income of $3,000 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. If an asset, or portion thereof, is
classified as loss, the association must either establish a specific allowance
for losses in the amount of 100% of the portion of the asset classified loss, or
charge off such amount. The regulations also contain a "special mention"
category, consisting of assets which do not currently expose an institution to a

                                      -8-
<PAGE>

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,
                                        2001                2000                1999
                                        ----                ----                ----
                                                       (In thousands)
<S>                                     <C>                   <C>                 <C>
Classified assets:
  Special mention                        $540               $  124               $  -
  Substandard                               -                1,023                  -
                                          ---                -----                ---
      Total                              $540               $1,147               $  -
                                          ===                =====                ===
</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.

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

         The single largest component of First Federal's loan portfolio consists
of one- to four-family residential real estate loans. Substantially all of these
loans are secured by property in First Federal's 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,
commercial, 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.

         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.















                                      -9-
<PAGE>

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

                                                              Year ended June 30,
                                                    2001             2000               1999
                                                    ----             ----              ----
                                                            (Dollars in thousands)
<S>                                                   <C>               <C>             <C>
Balance at beginning of period                       $375              $269             $270
Charge-offs                                           (12)                -               (1)
Provision for losses on loans                         201               106                -
                                                      ---               ---              ---
Balance at end of period                             $564              $375             $269
                                                      ===               ===              ===

Ratio of net charge-offs to average loans
   outstanding during the period                     0.01%                -%                -%

Ratio of allowance for loan losses to total
   loans                                             0.52%             0.36%            0.30%
</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,
                                 2001                              2000                            1999
                                 ----                              ----                            ----
                                        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         $403         91.7%           $287            92.8%            $221          95.9%
   Consumer loans              39          1.5              18             1.5                3           1.1
   Commercial loans           122          6.8              59             5.7               32           3.0
   Unallocated                  -           -               11              -                13            -
                              ---        -----             ---           -----             ----         -----
     Total                   $564        100.0%           $375           100.0%            $269         100.0%
                              ===        =====             ===           =====              ===         =====
</TABLE>


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

Investment Activities

         First Federal is permitted to make investments in certain commercial
paper, corporate debt securities rated in one of the four highest rating
categories by one or more nationally recognized statistical rating
organizations, and 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 Federal National Mortgage Association ("FNMA") participation
certificates. Mortgage-backed securities generally entitle First Federal to
receive a portion of the cash flows from an identified pool of mortgages. FHLMC,
GNMA and FNMA securities are guaranteed by the issuing agency as to principal
and interest. Although mortgage-backed securities generally yield less than
individual loans originated by First Federal, management believes they are a
prudent investment alternative during periods of decreased loan demand.




                                      -10-
<PAGE>


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

                                                                           At June 30,

                                           2001                              2000                                    1999
                             -------------------------------     -------------------------------     -------------------------------
                             Amortized  % of   Market  % of      Amortized  % of    Market  % of     Amortized  % of   Market   % of
                               cost    total    Value  total       cost     total   value   total      cost    total   value   total
                             --------  -----   ------  -----      ------   -----   ------   -----    -------   -----   ------  -----
                                                                      (Dollars in thousands)
<S>                            <C>      <C>      <C>     <C>       <C>       <C>      <C>     <C>       <C>     <C>     <C>    <C>
 Investment securities
 designated as available
 for sale:
   U.S. Government and
      agency obligations     $ 1,000     8.0%  $ 1,000    7.9%   $ 3,000    18.0%  $ 2,875   17.7%   $ 3,000   15.8% $ 2,924   15.5%
                              ------   -----    ------  -----     ------   -----    ------  -----      -----  -----    -----  -----


 Mortgage-backed securities
   designated as held to       3,721    29.9     3,804   30.2      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                    7,715    62.1     7,799   61.9      9,518    56.9     9,135   56.4     11,230   59.1   10,978   58.4
                              ------   -----    ------  -----     ------   -----    ------  -----     ------  -----   ------  -----


 Total mortgage-backed
   securities                 11,436    92.0    11,603   92.1     13,707    82.0    13,323   82.3     16,009   84.2   15,885   84.5
                              ------   -----    ------  -----    -------   -----   -------  -----     ------  -----   ------   ----


 Total investment securities
    and mortgage-backed
    securities               $12,436   100.0%  $12,603  100.0%   $16,707   100.0%  $16,198  100.0%   $19,009  100.0% $18,809  100.0%
                              ======   =====    ======  =====     ======   =====    ======  =====     ======  =====   ======  =====
</TABLE>



     The maturities of First Federal's U. S.  Government and agency  obligations
and mortgage-backed  securities at June 30, 2001, are indicated in the following
table:
<TABLE>
<CAPTION>
                                         After one through     After five         After ten
                     Less than one year      five years     through ten years       years                      Total
                     ------------------  -----------------  -----------------  -----------------   -------------------------------
                     Amortized Average   Amortized Average  Amortized Average  Amortized Average   Amortized  Market   Weighted-
                       cost     yield      cost     yield     cost     yield     cost     yield      cost     value  average yield
                      -------  -------    -------- -------   --------  ------   -------- -------    -------  ------- -------------
                                                                       (Dollars in thousands)
<S>                     <C>      <C>        <C>      <C>       <C>       <C>      <C>       <C>       <C>     <C>        <C>
U.S. Government and
  agency obligations    $  -      -%      $1,000     6.36%      $  -       -%    $     -      -%    $ 1,000   $ 1,000       6.36%
Mortgage-backed
  securities               -      -          178     6.05        640    7.90      10,618   5.98      11,436    11,603       6.09
                         ---               -----                 ---              ------             ------    ------
                        $  -              $1,178                $640             $10,618            $12,436   $12,603
                         ===               =====                 ===              ======             ======    ======
</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, 2001, First Federal's certificates of deposit totaled $51.1
million, or 56.1% of total deposits. Of such amount, approximately $37.1 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,
                                                2001                  2000                   1999
                                                ----                  ----                   ----
                                                     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)       $13,482      14.8%    $ 9,543      12.3%     $ 8,290      11.5%
  Passbook savings accounts (2)            26,467      29.1      24,666      31.6       22,557      31.3
                                           ------     -----      ------      ----       ------     -----

  Total transaction accounts               39,949      43.9      34,209      43.9       30,847      42.8

Certificates of deposit:
   2.01 - 4.00%                             2,013       2.2         189       0.2            -        -
   4.01 - 6.00%                            21,071      23.2      30,307      38.9       38,513      53.5
   6.01 - 8.00%                            27,985      30.7      13,282      17.0        2,665       3.7
                                           ------     -----      ------     -----       ------     -----
     Total certificates of deposit (3)     51,069      56.1      43,778      56.1       41,178      57.2
                                           ------     -----      ------     -----       ------     -----

     Total deposits                       $91,018     100.0%    $77,987     100.0%     $72,025     100.0%
                                           ======     =====      ======     =====       ======     =====
</TABLE>

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

(1)  The weighted  average  interest rates on NOW and money market accounts were
     .25% at June 30, 2001, 0.4% at June 30, 2000, and 0.9% at June 30, 1999.

(2)  The weighted average interest rates on passbook accounts were 3.34% at June
     30, 2001, 4.08% at June 30, 2000, and 3.54% at June 30, 1999.

(3)  The weighted  average  rates on all  certificates  of deposit were 6.05% at
     June 30, 2001, 5.71% at June 30, 2000, and 5.25% at June 30, 1999.




                                      -12-
<PAGE>

         The following table shows rate and maturity information for First
Federal's certificates of deposit at June 30, 2001:
<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%                $ 1,967       $    46       $    -      $ 2,013
        4.01 - 6.00%                 15,622         3,878        1,571       21,071
        6.01 - 8.00%                 19,556         6,840        1,589       27,985
                                     ------        ------        -----       ------

          Total                     $37,145       $10,764       $3,160      $51,069
                                     ======        ======        =====       ======
</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,
2001:

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

    Three months or less                                   $1,482
    Over 3 months to 6 months                               1,728
    Over 6 months to 12 months                              2,044
    Over 12 months                                          1,330
                                                            -----

       Total                                               $6,584
                                                            =====


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

<TABLE>
<CAPTION>

                                                            Year ended June 30,
                                                  2001            2000            1999
                                                  ----            ----            ----
                                                         (Dollars in thousands)
<S>                                               <C>             <C>              <C>
Beginning balance                               $ 77,987        $ 72,025        $ 61,956

Deposits                                         414,186         285,965         356,315
Withdrawals                                     (404,244)       (282,820)       (347,893)
                                                 -------         -------         -------
Net increase in deposits before
   interest credited                               9,942           3,145           8,422
Interest credited                                  3,089           2,817           1,647
                                                 -------         -------         -------
Ending balance                                  $ 91,018        $ 77,987        $ 72,025
                                                 =======         =======         =======

Net increase                                    $ 13,031        $  5,962        $ 10,069
                                                 =======         =======         =======

Percent increase                                   16.7%            8.3%           16.3%
                                                   ====             ===            ====
</TABLE>



         Borrowings. First Federal's other sources of funds include advances
from the FHLB. 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% of the aggregate outstanding principal amount of First Federal's
residential mortgage loans, home purchase contracts and similar obligations at
the beginning of each year, and 5% of its advances from the FHLB. First Federal
complies with this requirement with an investment in stock of the FHLB of
Cincinnati of $1.8 million at June 30, 2001.

                                      -13-
<PAGE>

         FHLB advances are secured by collateral in one or more of the following
categories: fully-disbursed, whole first mortgage loans on improved residential
property or securities representing a whole interest in such loans; securities
issued, insured, or guaranteed by the U.S. Government or an agency thereof;
deposits in any FHLB; or other real estate related collateral acceptable to the
applicable FHLB, if such collateral has a readily ascertainable value and the
FHLB can perfect its security interest in the collateral. At June 30, 2001,
First Federal had $24.7 outstanding in advances from the FHLB.

         The following table sets forth certain information as to First
Federal's FHLB advances at the dates indicated:
<TABLE>
<CAPTION>
                                                                          At June 30,
                                                     2001                     2000                     1999
                                                     ----                     ----                     ----
                                                                     (Dollars in thousands)
<S>                                                    <C>                      <C>                     <C>
FHLB advances                                       $24,732                  $30,412                  $23,616
Weighted average interest rate of
   FHLB advances                                       4.78%                    6.48%                    5.05%

</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,
                                                     2001                     2000                     1999
                                                     ----                     ----                     ----
                                                                     (Dollars in thousands)
<S>                                                   <C>                      <C>                       <C>
Maximum balance                                     $29,903                  $31,554                  $23,616
Average balance                                      26,094                   28,413                   19,637
Weighted-average interest rate                         6.01%                    5.57%                    4.87%
</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, 2001, was approximately $16,900.

Personnel

         At June 30, 2001, First Federal had 31 full-time equivalent employees.
First Federal believes that relations with its employees are good. First Federal
offers health, disability and life insurance benefits. None of the employees of
First Federal is represented by a collective bargaining unit.





                                      -14-
<PAGE>

                                   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.

         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.


Office of Thrift Supervision Regulations

         General. The OTS is an office of the Department of the Treasury and is
responsible for the regulation and supervision of all federally-chartered
savings associations and all other savings associations the deposits of which
are insured by the FDIC in the Savings Association Insurance Fund ("SAIF"). The
OTS issues regulations governing the operation of savings associations,
regularly examines such associations and imposes assessments on savings
associations based on their asset size to cover the costs of general supervision
and examination. The OTS also may initiate enforcement actions against savings
associations and certain persons affiliated with them for violations of laws or
regulations or for engaging in unsafe or unsound practices. If the grounds
provided by law exist, the OTS may appoint a conservator or receiver for a
savings association.

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

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

         The OTS has adopted an interest rate risk component to the risk-based
capital requirement which requires that a savings association must measure the
effect of an immediate 200 basis point change in interest rates on the value of
its portfolio as determined under the methodology of the OTS. If the measured
interest rate risk is above the level deemed normal under the regulation, the
association will be required to deduct one-half of the excess exposure from its
total capital when determining its risk-based capital. An association with less
than $300 million in assets and a risk-based capital ratio in excess of 12% is
generally not subject to the interest rate risk component, and First Federal
currently qualifies for such exemption.

         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. All undercapitalized associations must submit a
capital restoration plan to the OTS within 45 days after becoming
undercapitalized. Such associations will be subject to increased monitoring and
asset growth restrictions and will be required to obtain prior approval for
acquisitions, branching and engaging in new lines of business. Critically
undercapitalized institutions must be placed in conservatorship or receivership

                                      -15-
<PAGE>

within 90 days of reaching that capitalization level, except under limited
circumstances. First Federal's capital at June 30, 2001, met the standards for
the highest category, a "well-capitalized" institution.

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

         Limitations on Capital Distributions. The OTS imposes various
restrictions or requirements on the ability of 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.

         A subsidiary of a savings and loan holding company must file a notice
or an application with the OTS before it can declare and pay a dividend. 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 retained net income for the preceding two
years; (ii) if the savings association will not be at least adequately
capitalized following the capital distribution; or (iii) if the proposed
distribution would violate a prohibition contained in any applicable statute,
regulation or agreement between the savings association and the OTS or the FDIC,
or violate a condition imposed on the savings association in an OTS-approved
application or notice. If a savings association subsidiary of a holding company
is not required to file an application, it must file a notice with the OTS.

         Qualified Thrift Lender Test. 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, at least 65% of an
institution's "portfolio assets" (total assets less goodwill and other
intangibles, property used to conduct business and 20% of liquid assets) must
consist of QTI on a monthly average basis in nine out of every 12 months. The
second test permits a savings association to qualify as a QTL if at least 60% of
such institution's assets consist of specified types of property, including
cash, loans secured by residential real estate or deposits, educational loans
and certain governmental obligations. The OTS may grant exceptions to the QTL
tests under certain circumstances. 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. At June 30, 2001, First Federal qualified
as a QTL.

         Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the Lending Limit, and the total of such loans cannot exceed the association's
Lending Limit Capital. Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of board of directors of the association with any "interested" director
not participating. All loans to directors, executive officers and principal
shareholders must be made on terms substantially the same as offered in
comparable transactions with the general public or as offered to all employees
in a company-wide benefit program. Loans to executive officers are subject to
additional restrictions. First Federal was in compliance with such restrictions
at June 30, 2001.

         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, 2001.


                                      -16-
<PAGE>

Federal Deposit Insurance Corporation

        The FDIC is an independent federal agency that insures the deposits of
federally insured banks and thrifts, up to prescribed statutory limits, and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund ("BIF")
for commercial banks and state savings banks and the SAIF for savings
associations. First Federal is a member of the SAIF and its deposit accounts are
insured by the FDIC, up to the prescribed limits. The FDIC has examination
authority over all insured depository institutions, including First Federal, and
has authority to initiate enforcement actions against 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 savings associations maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $42.8
million (subject to an exemption of up to $5.5 million), and of 10% of net
transaction accounts in excess of $42.8 million. At June 30, 2001, First Federal
was in compliance with its reserve requirements.

Holding Company Regulation

         Federal law 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, FFD generally has no
restrictions on its activities. The broad latitude to engage in activities under
current law can be restricted. 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 safety, soundness or
stability of its subsidiary savings association, the OTS may impose such
restrictions as deemed necessary to address such risk, including limiting (i)
payment of dividends by the savings association, (ii) transactions between the
savings association and its affiliates, and (iii) any activities of the savings
association that might create a serious risk that the liabilities of FFD and its
affiliates may be imposed on the savings association. 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 holding company would become
subject to the activities restrictions applicable to multiple holding companies.
At June 30, 2001, First Federal met both those tests.

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.

Ohio Corporation Law

         Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
regulates certain takeover bids affecting certain public corporations with

                                      -17-
<PAGE>

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

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

         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. FFD has
not opted 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
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


                                      -18-
<PAGE>

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, 2000, is approximately $8.0 million and as a result, First
Federal does not qualify as a small corporation exempt from the alternative
minimum tax.

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

         Thrift institutions that are treated as small banks are allowed to
utilize the experience method applicable to such institutions, while thrift
institutions that are treated as large banks are required to use only the
specific charge off method.

         A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, 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)
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, 2001, the pre-1988 reserves of First
Federal for tax purposes totaled approximately $1.7 million. First Federal
believes it had approximately $7.7 million of accumulated earnings and profits
for tax purposes as of June 30, 2001, 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.


                                      -19-
<PAGE>
         The tax returns of First Federal have been audited or closed without
audit through 1997. 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 is imposed at a rate of 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.


Item 2.       Description of Property

              The following table sets forth certain information at June 30,
2001, 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                 $552

224 West High Avenue
New Philadelphia, OH  44663                Owned                11/97                $361
</TABLE>

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

(1)  At June 30, 2001, First Federal's office premises and equipment had a total
     net book value of approximately  $1.2 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.


                                      -20-
<PAGE>

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, 2001 (the "Annual
Report"), under the caption "Market Price of FFD's 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 9, 2001, are
incorporated herein by reference.

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

              Not applicable.


                                    PART III

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

              The information contained in the definitive Proxy Statement for
the 2001 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.
















                                      -21-
<PAGE>

Item 13.      Exhibits and Reports on Form 8-K

(a)       Exhibits

          3       Articles of Incorporation and Code of Regulations

          10.1    FFD Financial Corporation 1996 Stock Option and Incentive Plan

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

          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 2001 Annual Meeting of Shareholders

          21      Subsidiaries of FFD Financial Corporation

(b)       Reports on Form 8-K

          No reports on Form 8-K have been filed by FFD during the quarter ended
June 30, 2001.




























                                      -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/ Trent B. Troyer
                                             -------------------------------
                                             Trent B. Troyer, President

                                         Date: September 27, 2001

         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/ Stephen G. Clinton
------------------------------------               ------------------------
Stephen G. Clinton                                 Roy O. Mitchell, Jr.
Director                                           Director


Date:  September 27, 2001                         Date:  September ___, 2001




/s/ J. Richard Gray                                /s/ Robert D. Sensel
------------------------------------               --------------------
J. Richard Gray                                    Robert D. Sensel
Director                                           Director


Date:  September 27, 2001                         Date:  September 27, 2001




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


Date:  September 27, 2001                         Date:  September 27, 2001




/s/ Robert R. Gerber                               /s/ Trent B. Troyer
------------------------------------               -------------------
Robert R. Gerber                                   Trent B. Troyer
Chief Financial Officer and Treasurer              President
(Principal Financial Officer)                      (Principal Executive Officer)


Date:  September 27, 2001                         Date:  September 27, 2001








                                      -23-
<PAGE>
<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

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

     3.2            Certificate of Amendment to Articles of      Incorporated by reference to Pre-Effective Amendment No. 1
                    Incorporation of FFD Financial Corporation   to 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 2001 Annual
                    Report to Shareholders

     20             Proxy Statement for 2001 Annual Meeting      Incorporated by reference to the Proxy Statement for the
                    of Shareholders                              2001 Annual Meeting of Shareholders filed with the SEC on
                                                                 September 17, 2001

     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.
</TABLE>

























                                      -24-