<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

          X    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        -----  EXCHANGE ACT OF 1934

                  For the fiscal year ended: September 30, 1998
                                       OR
               TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        -----  EXCHANGE ACT OF 1934

                          Commission File No.: 0-28020

                      FIRST FEDERAL FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

         Delaware                                      31-1456058
---------------------------------              ---------------------------
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                Identification Number)

     415 Center Street
        Ironton, Ohio                                    45638
---------------------------------              ---------------------------
    (Address of Principal                              (Zip Code)
     Executive Offices)

         Issuer's telephone number, including area code: (740) 532-6845

         Securities registered under Section 12(b) of the Exchange Act:
                                 Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock (par value $0.01 per share)
--------------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer (1) has 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not 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. ___

Issuer's revenues for its most recent fiscal year:  $4.2 million

As of December 1, 1998, the aggregate value of the 462,906 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
120,455 shares held by all directors and executive officers of the Registrant as
a group, was approximately $6.5 million. This figure is based on the last known
trade price of $14.00 per share of the Registrant's Common Stock on December 1,
1998.

Number of shares of Common Stock outstanding as of December 1, 1998: 583,361
Transitional Small Business Disclosure Format:  Yes    No X
                                                   ---   ---

                       DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents incorporated by reference and
the Part of the Form 10-KSB into which the document is incorporated: 

(1)  Portions of the Annual Report to Stockholders for the fiscal year ended
September 30, 1998 are incorporated into Parts II and IV.

(2)  Portions of the definitive proxy statement for the Annual Meeting of
Stockholders are incorporated into Part III.



<PAGE>



PART I.

Item 1.           Description of Business.

General

         First Federal Financial Bancorp, Inc. (the "Company") is a Delaware
corporation and sole stockholder of First Federal Savings Bank of Ironton (the
"Savings Bank") which converted from a federally-chartered mutual savings and
loan association to a federally-chartered stock savings bank in June 1996. The
only significant assets of the Company are the capital stock of the Savings
Bank, the Company's loan to its employee stock ownership plan, and the balance
of the net conversion proceeds retained by the Company. The business of the
Company initially consists of the business of the Savings Bank. At September 30,
1998, the Company had $62.4 million in total consolidated assets, $52.7 million
in total consolidated liabilities and $9.7 million in total consolidated
stockholders' equity.

         The Company's principal executive office is located in Ironton, Ohio.
The Savings Bank conducts business from its main office in Ironton, Ohio and one
branch office located in Proctorville, Ohio. The Savings Bank began conducting
business in 1935. The Savings Bank's deposits are insured by the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC") to the maximum extent permitted by law.

         The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers. The
Company has concentrated its lending activities on originating real estate loans
secured by single-family residential properties in the local markets it serves.
See "-Competition." At September 30, 1998, the total gross loan portfolio
amounted to $45.6 million, or 73.1%, of total consolidated assets, of which
$39.1 million, or 85.9%, were single-family residential mortgage loans, $1.5
million, or 3.2%, were multi-family residential loans, $2.5 million, or 5.5%,
were commercial real estate loans and $2.5 million, or 5.4%, were comprised of
other loans, including home improvement loans, automobile loans, home equity
loans and loans secured by savings accounts.

         The Company also invests its funds in U.S. Government and agency
securities, as well as mortgage-backed and related securities (hereinafter
"mortgage-backed securities"), municipal and corporate debt securities and other
short-term investments. At September 30, 1998, investment securities (both "held
to maturity" as well as "available for sale") were $3.9 million, or 6.3% of
total consolidated assets, and mortgage-backed securities (both "held to
maturity" as well as "available for sale") were $10.9 million, or 17.5% of total
consolidated assets. The Company derives its income principally from interest
earned on loans, securities and its other investments and, to a lesser extent,
from fees received in connection with the origination of loans and for other
services. The Company's primary expenses are interest expense on deposits and
noninterest expenses. Funds are provided primarily by deposits, amortization and
prepayments of outstanding loans and mortgage-backed securities and other
sources.





<PAGE>



         Operating characteristics of the Company and the Savings Bank in recent
years include the following:

         -        Profitability. For the year ended September 30, 1998, the
                  Company had net income of $252,000 as compared to $287,000 and
                  $217,000 for the years ended September 30, 1997 and 1996,
                  respectively. The Company's net income in fiscal 1996 was
                  negatively impacted by a one-time assessment of $177,780, net
                  of related tax benefits, to recapitalize the SAIF, as
                  described under "- Regulation - Insurance of Accounts."
                  Without such special assessment net income would have been
                  $394,000. The Company's net income is primarily dependent on
                  its net interest income, the difference between interest
                  income on interest-earning assets and interest expense on
                  interest-bearing liabilities. Net interest income amounted to
                  $1.6 million, $1.7 million and $1.5 million for the years
                  ended September 30, 1998, 1997 and 1996, respectively. The
                  interest rate spreads were 2.04%, 2.12% and 2.36% for the
                  years ended September 30, 1998, 1997 and 1996, respectively.
                  Return on average assets was .41%, .49% and .41% (.75% without
                  the SAIF assessment) for the years ended September 30, 1998,
                  1997 and 1996, respectively.

         -        Non-interest Income. Non-interest income historically has not
                  been a source of profitability for the Company. However, in
                  recent years, the Company has focused on increasing its market
                  share of transaction accounts which has resulted in increased
                  service fee income. Other non-interest income, including
                  service fee income totaled $71,000 for the year ended
                  September 30, 1998, as compared to $46,000 and $42,000 for the
                  years ended September 30, 1997 and 1996, respectively.

         -        Non-interest Expense. The Company's profitability has been
                  enhanced by management's emphasis on operating efficiency. The
                  Company's ratio of noninterest expense to average total
                  consolidated assets amounted to 2.30% for the year ended
                  September 30, 1998 and averaged 2.33% for the three years
                  ended September 30, 1998.

         -        Asset Quality. Management of the Company believes that good
                  asset quality is the key to long-term financial strength and,
                  as a result, the Company's investments are intended to
                  maintain asset quality and control credit risk. In accordance
                  with this approach, the Company has predominantly emphasized
                  single-family residential real estate loans, which comprised
                  85.9% of total loans receivable at September 30, 1998. As of
                  such date, total non-performing assets constituted $136,000,
                  or .22% of total consolidated assets.

         -        Strong Capital Position. At September 30, 1998, the Company
                  had total stockholders' equity of $9.7 million. The Savings
                  Bank exceeded all of its regulatory capital requirements, with
                  tangible, core and risk-based capital ratios of 14.4%, 14.4%
                  and 31.4%, respectively, as compared to the minimum
                  requirements of 1.5%, 3.0% and 8.0%, respectively.


                                        3

<PAGE>



         The Company, as a registered savings and loan holding company, is
subject to examination and regulation by the Office of Thrift Supervision
("OTS") and is subject to various reporting and other requirements of the
Securities and Exchange Commission ("SEC"). The Savings Bank is subject to
examination and comprehensive regulation by the OTS, which is the Savings Bank's
chartering authority and primary regulator. The Savings Bank is also regulated
by the FDIC, the administrator of the SAIF. The Savings Bank is also subject to
certain reserve requirements established by the Board of Governors of the
Federal Reserve System and is a member of the Federal Home Loan Bank ("FHLB") of
Cincinnati, which is one of the 12 regional banks comprising the FHLB System.

Lending Activities

         General. The Company's primary lending emphasis has been, and continues
to be, the origination of conventional loans secured by first liens on
single-family residences located primarily in Lawrence County, Ohio.
Conventional residential real estate loans are loans which are neither insured
by the Federal Housing Administration ("FHA") nor partially guaranteed by the
Veterans Administration ("VA"). The Company does not originate either
FHA-insured or VA-guaranteed real estate loans. The Company's single-family
residential loans constituted 85.9% of the total loan portfolio at September 30,
1998. To a significantly lesser extent, the Company's loan portfolio also
includes loans secured by multi-family residential properties and commercial
real estate, loans secured by savings deposits, automobile loans, home
improvement loans and miscellaneous other loans.



                                        4

<PAGE>



         Loan Portfolio Composition. The following table sets forth the
composition of the Company's loan portfolio by type of loan at the dates
indicated.


<TABLE>
<CAPTION>

                                                                       September 30,
                                   ------------------------------------------------------------------------------------
                                               1998                         1997                         1996
                                   ---------------------------- ---------------------------- --------------------------
                                      Amount            %          Amount            %           Amount           %
                                   -----------   ----------     ---------      -----------    ----------     --------
                                                                   (Dollars in Thousands)
<S>                                   <C>            <C>          <C>              <C>          <C>             <C>  
Real estate loans:
  Single-family residential           $39,143        85.9%        $35,984          89.2%        $32,673         90.0%
  Multi-family residential              1,464          3.2            685            1.7            230            .6
  Commercial real estate                2,533          5.5          1,961            4.8          1,734           4.9
                                      -------      -------         ------          -----         ------         -----
     Total real estate loans           43,140         94.6         38,630           95.7         34,637          95.5
                                      -------      -------         ------          -----         ------         -----
Non-real estate loans:                                         
  Loans secured by savings                                     
    accounts                              751          1.7            556            1.4            703           1.9
  Home improvement                        120           .2             86             .2             86            .2
  Automobile                              525          1.2            508            1.3            463           1.3
  Other(1)                              1,054          2.3            566            1.4            397           1.1
                                      -------      -------         ------          -----         ------         -----
         Total other loans              2,450          5.4          1,716            4.3          1,649           4.5
                                      -------      -------         ------          -----         ------         -----
         Total loans                   45,590       100.0%         40,346         100.0%         36,286        100.0%
                                      -------      -------         ------          -----         ------         -----
                                      -------      -------         ------          -----         ------         -----
Less:
  Unearned interest                     (154)                       (140)                         (118)
  Loans in process                      (448)                       (880)                         (909)
  Deferred loan fees                     (57)                        (13)                          (21)
  Allowance for loan losses             (288)                       (287)                         (283)
                                     --------                     ------                        ------
       Net loans                      $44,643                     $39,026                       $34,955
                                     --------                     -------                       -------
                                     --------                     -------                       -------
</TABLE>

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

(1) Comprised primarily of unsecured consumer loans and home equity loans.


                                        5

<PAGE>



         Contractual Principal Repayments and Interest Rates. The following
table sets forth certain information at September 30, 1998 regarding the dollar
amount of loans maturing in the Company's total loan portfolio, based on the
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 1-3 years   Due 3-5 years   Due 5-10 years  Due 10-15 years   Due 15 years
                            Due 1 year      after           after           after            after       and more after
                             or less       9/30/98         9/30/98         9/30/98          9/30/98         9/30/98        Total
                           -----------  --------------  --------------  --------------  ---------------  --------------  --------
                                                                         (In Thousands)

<S>                           <C>          <C>             <C>              <C>             <C>             <C>         <C>    
Single-family residential     $1,308       $2,829          $3,075           $7,862          $ 9,605         $14,464     $39,143
Multi-family residential          26           57              66              216              293             806       1,464
Commercial real estate           113          236             251              639              660             634       2,533
Non-real estate                1,260          628             269              137              111              45       2,450
                               -----       ------          ------           ------         --------       ---------     -------
    Total                     $2,707       $3,750          $3,661           $8,854          $10,669         $15,949     $45,590
                               -----       ------          ------           ------         --------       ---------     -------
                               -----       ------          ------           ------         --------       ---------     -------
</TABLE>


                                        6

<PAGE>



         The following shows for the total loans due after one year from
September 30, 1998 the type and amount which have fixed interest rates and those
which have adjustable interest rates.

<TABLE>
<CAPTION>
                                              Fixed          Floating or
                                              Rates        Adjustable-Rates          Total    
                                         -------------   ---------------------    ---------------
                                                           (In Thousands)
<S>                                         <C>                 <C>                    <C>    
Real estate loans:
  Single-family residential                 $ 8,846             $28,989                $37,835
  Multi-family residential                       --               1,438                  1,438
  Commercial real estate                        802               1,618                  2,420
                                           --------             -------                -------
    Total real estate loans                   9,648              32,045                 41,693
                                           --------             -------                -------
Non-real estate loans:
  Loan secured by savings
    accounts                                     --                  --                     --
  Home improvement                              106                  --                    106
  Automobile                                    466                  --                    466
  Other(1)                                      509                 109                    618
                                           --------             -------                -------
    Total other loans                         1,081                 109                  1,190
                                           --------             -------                -------
        Total loans                         $10,729             $32,154                $42,883
                                           --------             -------                -------
                                           --------             -------                -------
</TABLE>

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

(1)      Comprised primarily of unsecured consumer loans and home equity loans.

         Scheduled contractual amortization of loans does not reflect the
expected term of the Company's loan portfolio. The average life of loans is
substantially less than their contractual terms because of prepayments. The
Company also has the right under its mortgage loan documentation to declare a
conventional loan immediately due and payable in the event, among other things,
that the borrower sells the real property subject to the mortgage and the loan
is not repaid. However, depending on whether it is profitable for the Company to
do so, the Company will also permit loan assumptions subject to the
acceptability of the assignee from a full credit underwriting standpoint. The
average life of mortgage loans tends to increase when current mortgage loan
rates are higher than rates on existing mortgage loans and, conversely, decrease
when rates on existing mortgage loans are lower than current mortgage loan rates
(due to refinancings of adjustable-rate and fixed-rate loans at lower rates).
Under the latter circumstances, the weighted average yield on loans decreases as
higher-yielding loans are repaid or refinanced at lower rates.



                                        7

<PAGE>



         Loan Activity. The following table shows total loans originated and
repaid during the periods indicated. There were no loans purchased or sold
during the periods.

<TABLE>
<CAPTION>

                                                    Year Ended September 30,
                                           ---------------------------------------

                                               1998           1997            1996
                                           -----------    -----------    ------------
                                                           (In Thousands)
<S>                                           <C>             <C>             <C>   
Loan originations:
  Single-family residential                   $10,512         $8,509          $8,481
  Multi-family residential                      1,355            458              70
  Commercial real estate                          707            536             324
  Non-real estate                               1,568          1,112             991
                                               ------         ------          ------
    Total loans originated                     14,142         10,615           9,866
  Loan principal reductions                    (6,747)        (6,495)         (6,257)
                                               ------         ------          ------
    Net increase (decrease)
     before other items                         7,395          4,120           3,609
Decrease due to other
  items, net                                   (1,778)           (49)         (1,263)
                                               ------         ------          ------
Net increase in loan portfolio               $  5,617         $4,071          $2,346
                                               ------         ------          ------
                                               ------         ------          ------
</TABLE>

         The lending activities of the Company are subject to underwriting
standards and loan origination procedures established by the Company's Board of
Directors. After a loan application is taken, the Company begins the process of
obtaining credit reports, appraisals (with respect to a mortgage loan) and other
documentation involved with the loan. With respect to loans on property, the
Company generally requires that a property appraisal be obtained in connection
with all new mortgage loans, which are performed by independent appraisers
designated by the Board of Directors. The Company also requires that hazard
insurance be maintained on all security properties and that flood insurance be
maintained if the property is within a designated flood plain. The Company
receives a title opinion from an attorney in connection with closing a mortgage
loan.

         Residential mortgage loan applications are primarily developed from
referrals, existing customers and walk-in customers and advertising. Commercial
real estate loan applications are primarily attributable to walk-in customers
and referrals. Consumer loan applications are primarily obtained through
existing and walk-in customers and advertising.

         Applications for residential mortgage loans are required to be approved
by either the Loan Committee of the Board of Directors, which is comprised of at
least three directors (for loans of $50,000 or less) or a majority of the Board
of Directors (for loans with greater principal balances). The Company's
President has authority to approve consumer loans in amounts of up to $25,000
(on a secured basis) and $10,000 (on an unsecured basis) provided that the
Company's underwriting requirements are otherwise satisfied.

         Most of the Company's single-family residential mortgage loans are
originated for up to 80% of the lesser of the purchase price or appraised value
(although the Company will originate such loans for up to a lesser of 95% of the
appraised value of the property securing a single-family residential loan or the
purchase price of the property) for terms of up to 20 years and 30 years for

                                        8

<PAGE>



fixed-rate and adjustable-rate loans, respectively. The Company will originate
multi-family residential loans up to 70% of the value of the security property
for terms of up to 15 years and commercial real estate loans for up to 60% of
the appraised value for terms of up to 15 years. Share loans are originated in
an amount up to 95% of the savings account balance at 2% over the rate paid on
the account. Automobile loans are for up to five years for new cars and shorter
terms for loans on used cars.

         Under applicable federal regulations, the permissible amount of loans
to one borrower may not exceed 15% of unimpaired capital and surplus. Loans in
an amount equal to an additional 10% of unimpaired capital and surplus also may
be made to a borrower if the loans are fully secured by readily marketable
securities. At September 30, 1998, the Company's five largest loans or groups of
loans to one borrower, including related entities, ranged from an aggregate of
$448,000 to $612,000 and the Company's loans-to-one-borrower limit was $1.3
million at such date. All of such loans were performing as of September 30,
1998.

         Single-Family Residential Loans. The Company's single-family
residential mortgage loans consist almost exclusively of conventional loans. The
Company originates solely for portfolio retention and has never sold any loans
originated. The single-family residential mortgage loans offered by the Company
currently consist of fixed-rate and adjustable-rate loans. Fixed-rate loans have
maturities of up to 20 years and are fully amortizing with monthly loan payments
sufficient to repay the total amount of the loan with interest by the end of the
loan term. At September 30, 1998, $9.1 million, or 23.3%, of the Company's
single-family residential mortgage loans were fixed-rate loans.

         The adjustable-rate loans currently offered by the Company have
maturities which range up to 30 years, with interest rates which adjust every
year in accordance with a Federal Home Loan Bank index of national contract
averages of single-family loans closed in the prior month, plus a margin. The
margin established by the Company may be more or less than the Federal Housing
Finance Board index rate. The Company's adjustable-rate residential loans
generally have a cap of 1% on any increase or decrease in the interest rate at
any adjustment date and 5% over the life of the loan. The Company's
adjustable-rate loans require that any payment adjustment resulting from a
change in the interest rate be fully amortized by the end of the loan term and,
thus, do not permit so-called negative amortization. With the decline in market
rates of interest over the past few years, the Company's customers have shown a
preference for adjustable-rate loans. Originations of adjustable-rate
residential loans constituted 58.3%, 84.7% and 85.3% of total origination of
single-family residential loans during the years ended September 30, 1998, 1997
and 1996, respectively. At September 30, 1998, $30.0 million or 76.7% of the
Company's single-family residential mortgage loans were adjustable-rate loans.

         Adjustable-rate loans decrease the risks to the Company of holding
long-term mortgages, but involve other risks. In a rising interest rate
environment, as interest rates increase, the loan payment by the borrower
increases to the extent permitted by the terms of the loan, thereby increasing
the potential for default. Moreover, as interest rates increase, the
marketability of the underlying

                                        9

<PAGE>



collateral property may be adversely affected by higher interest rates. The
Company believes that these risks, which have not had a material adverse effect
on the Company to date because of the generally declining interest rate
environment in recent years, generally are less than the risks associated with
holding fixed-rate loans in an increasing interest rate environment.

         The Company currently will lend up to the lesser of 95% of the
appraised value of the property securing a single-family residential loan or the
purchase price of the property. Most loans are made for up to 80% of the lesser
of the purchase price or appraised value. Beginning in May 1994, however, the
Company initiated a "First Time Homebuyer's Program," which has been popular
with customers, pursuant to which it will lend up to the lesser of 90% of the
purchase price or the appraised value of the property and offer an interest rate
which is .25% below its quoted rate. A prospective borrower must otherwise meet
the Company's underwriting standards. The Company requires either private
mortgage insurance or sufficient funds on deposit in a savings account with the
Company on any loans which are originated with a loan-to-value ratio of greater
than 80%. The Company's "First Time Homebuyer's Program" contributed 22.0%,
23.1% and 15.0% of total residential originations during fiscal 1996, 1997 and
1998.

         The Company began offering home equity loans secured by the underlying
equity in the borrower's home to those borrowers with whom it has a first
mortgage loan in April 1996. Such home equity loans are amortizing loans with a
maximum term of 20 years. The Company's home equity loans require combined
loan-to-value ratios of 95% or less, depending on the borrowers debt to income
ratio.

         Multi-Family Residential and Commercial Real Estate Lending. At
September 30, 1998, the Company's multi-family residential loan portfolio was
comprised of six apartment buildings which contain between 6 and 20 units. The
Company will originate loans up to 70% of the value of the security property for
terms of up to 15 years. At September 30, 1998, the Company had $1.5 million, or
3.2% of the total loan portfolio, invested in multi-family residential loans.

         At September 30, 1998, the Company's commercial real estate portfolio
was comprised of 44 properties, with principal balances of up to $302,000. The
properties which secure such loans are local facilities and include land, a
warehouse, churches, a multi-purpose building, and various other small
commercial facilities. The Company will originate loans for up to 60% of the
appraised value for terms of up to 15 years. At September 30, 1998, the
Company's commercial real estate loan portfolio amounted to $2.5 million or 5.5%
of the total loan portfolio.

         The Company evaluates various aspects of commercial and multi-family
residential real estate loan transactions in an effort to mitigate risk to the
extent possible. In underwriting these loans, consideration is given to the
stability of the property's cash flow history, future operating projections,
current and projected occupancy, position in the market, location and physical
condition. The underwriting analysis also includes credit checks and a review of
the financial condition of the borrower and guarantor, if applicable. An
appraisal report is prepared by an independent appraiser to substantiate
property values for every commercial real estate and multi-family loan
transaction.

                                       10

<PAGE>



         Multi-family and commercial real estate lending entails different and
significant risks when compared to single-family residential lending because
such loans typically involve large loan balances to single borrowers and because
the payment experience on such loans is typically dependent on the successful
operation of the project or the borrower's business. These risks can also be
significantly affected by supply and demand conditions in the local market for
apartments, offices, or other commercial space. The Company attempts to minimize
its risk exposure by limiting such lending to proven owners, only considering
properties with existing operating performance which can be analyzed, requiring
conservative debt coverage ratios, and periodically monitoring the operation and
physical condition of the collateral.

         Non-Real Estate Loans. At September 30, 1998, the Company had $751,000,
or 1.7% of the total loan portfolio, invested in loans secured by savings
accounts. The Company will originate such loans in an amount up to 95% of the
account balance at 2% over the rate paid on the account. In addition, as of such
date, the Company had $525,000, or 1.2% of the total loan portfolio, invested in
new and used automobile loans, which are fixed-rate loans with terms ranging up
to five years in the case of loans on new cars and shorter terms for loans on
used cars; $120,000, or .2% of the total loan portfolio, invested in home
improvement loans and $1,054,000, or 2.3% of the total loan portfolio, invested
in other miscellaneous loans, primarily small, short-term unsecured loans to
customers and home equity loans.

Asset Quality

         General. When a borrower fails to make a required payment on a loan,
the Company attempts to cure the deficiency by contacting the borrower and
seeking payment. A notice is sent 15 days after a payment is due and, if payment
has not been received within approximately 10 days, the borrower is contacted by
phone. In most cases, deficiencies are cured promptly. If a delinquency
continues, additional efforts are made to collect the loan. While the Company
generally prefers to work with borrowers to resolve such problems, when a real
estate loan becomes 90 days delinquent, the Company institutes foreclosure
proceedings or takes such other action as may be necessary to minimize any
potential loss. The Company believes that the attention paid by its collection
department to late payments is a major reason for the low level of
non-performing assets over the last several years.

         Real estate loans are placed on non-accrual status when, in the
judgment of management, the probability of collection of interest is deemed to
be insufficient to warrant further accrual. When a real estate loan is placed on
non-accrual status, previously accrued but unpaid interest is deducted from
interest income. As a matter of policy, the Company does not accrue interest on
real estate loans past due 90 days or more.

         The Company generally follows the same rigorous collection procedure
described above for its consumer loans. The Company charges off all consumer
loans after the fifth payment due is missed.


                                       11

<PAGE>



         Real estate acquired as a result of foreclosure or by deed-in-lieu of
foreclosure are classified as real estate owned until sold. Pursuant to a
statement of position (SOP 92-3) issued by the AICPA in April 1992, which
provides guidance on determining the balance sheet treatment of foreclosed
assets in annual financial statements for periods ending on or after December
15, 1992, there is a rebuttable presumption that foreclosed assets are held for
sale and such assets are recommended to be carried at the lower of fair value
minus estimated costs to sell the property, or cost (generally the balance of
the loan on the property at the date of acquisition). After the date of
acquisition, all costs incurred in maintaining the property are expenses and
costs incurred for the improvement or development of such property are
capitalized up to the extent of their net realizable value.

         Non-Performing Assets. The following table sets forth the amounts and
categories of the Company's non-performing assets at the dates indicated. The
Company had no troubled debt restructurings during the periods presented.

<TABLE>
<CAPTION>
                                                        September 30,
                                                --------------------------------
                                                   1998       1997       1996
                                                ---------  ---------  ----------
                                                      (Dollars in Thousands)
<S>                                                <C>        <C>        <C> 
Non-accruing loans:
  Single-family residential                        $125       $ 84       $109
                                                   ----       ----       ----
      Total non-accruing loans                      125         84        109
                                                   ----       ----       ----
Accruing loans greater than
  90 days delinquent                                --         --         --
                                                   ----       ----       ----
      Total non-performing loans(1)                 125         84        109
                                                   ----       ----       ----
Real estate owned(1)                                 11         50         33
                                                   ----       ----       ----
    Total non-performing
      assets                                       $136       $134       $142
                                                   ----       ----       ----
                                                   ----       ----       ----
    Total non-performing
      loans as a percentage of
      total loans                                  0.27%      0.21%      0.31%
                                                   ----       ----       ----
                                                   ----       ----       ----
    Total non-performing
      assets as a percentage of
      total assets                                 0.22%      0.22%      0.25%
                                                   ----       ----       ----
                                                   ----       ----       ----
</TABLE>
-----------------

(1)      The increase in total non-performing loans is attributable to four
         loans on non-accrual status at September 30, 1998 (the largest of which
         was $53,000) as compared to three loans at September 30, 1997 (the
         largest of which was $35,000). Management does not expect any material
         losses to be sustained as a result of these non-accrual loans.

                                       12

<PAGE>



         For the years ended September 30, 1998 and 1997, gross interest income
which would have been recorded had the loans accounted for on a non-accrual
basis been current in accordance with their original terms amounted to $8,598
and $3,447, respectively. For the years ended September 30, 1998 and 1997,
$2,033 and $3,213 were included in interest income for these same loans prior to
the time they were placed on non-accrual status.

         Allowance for Loan Losses. The Company's policy is to establish
reserves for estimated losses on loans when it determines that a significant and
probable decline in value occurs. The allowance for losses on loans is
maintained at a level believed adequate by management to absorb estimated losses
in the portfolio. Management's determination of the adequacy of the allowance is
based on an evaluation of the portfolio, past loss experience, current economic
conditions, volume, growth and composition of the portfolio, and other relevant
factors. The allowance is increased by provisions for loan losses which are
charged against income. The Company's allowance for loan losses has historically
been predicated on its low loss experience.

         The following table sets forth an analysis of the Company's allowance
for loan losses during the periods indicated.
<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       September 30,
                                                             -----------------------------------
                                                                1998         1997        1996
                                                             ----------   ---------   ----------
                                                                    (Dollars in Thousands)

<S>                                                            <C>          <C>          <C>   
Balance at beginning of period                                 $ 287        $ 283        $ 278 
                                                               -----        -----        -----
Charge-offs:
 Single-family residential                                        (6)          (2)          (2)
 Consumer and other                                               (5)          --           (8)

Recoveries:                                                
 Single-family residential                                        --            1           --
 Consumer and other                                               --            2            1
                                                               -----        -----        -----
 Net (charge-offs) recoveries                                    (11)           1           (9)
                                                           
 Provision for loan losses                                        12            3           14
                                                               -----        -----        -----
Balance at end of period                                       $ 288        $ 287        $ 283
                                                               -----        -----        -----
                                                               -----        -----        -----
Allowance for loan losses                                  
  as a percent of total                                    
  loans outstanding                                             0.64%        0.73%        0.81%
                                                               -----        -----        -----
                                                               -----        -----        -----
Ratio of net charge-offs                                   
  to average loans outstanding                                  0.03%         --%         0.03%
                                                               -----        -----        -----
                                                               -----        -----        -----
</TABLE>
                                                           
                                                          
                                       13

<PAGE>



         The following table sets forth information concerning the allocation of
the Company's allowance for loan losses by loan category at the dates indicated.

<TABLE>
<CAPTION>
                                                                            September 30,
                                    -----------------------------------------------------------------------------------------------

                                                 1998                             1997                             1996
                                    ---------------------------      ---------------------------     ------------------------------
                                                     Percent of                       Percent of                        Percent of
                                                      Loans to                         Loans to                          Loans to
                                       Amount        Total Loans        Amount        Total Loans        Amount        Total Loans
                                    ----------    ---------------    ----------    ---------------   -----------    ---------------
                                                                     (Dollars in Thousands)
<S>                                    <C>              <C>              <C>             <C>               <C>               <C>  
Single-family residential              $247              85.9%           $255             88.9%            $235               90.4%
Multi-family residential                  9               3.1               5              1.7                7                 .6
Commercial real estate                   16               5.6              14              4.9               14                4.8
Other loans                              16               5.6              13              4.5               27                4.2
                                         --               ---             ---            -----              ---               ----
         Total                         $288             100.0%           $287            100.0%            $283              100.0%
                                        ---             -----             ---            -----              ---              -----
                                        ---             -----             ---            -----              ---              -----

</TABLE>


Mortgage-Backed Securities and Investment Securities

         General. Federally-chartered savings institutions have authority to
invest in various types of liquid assets, including United States Treasury
obligations, securities of various federal agencies and of state and municipal
governments, certificates of deposit at federally-insured banks and savings and
loan associations, certain bankers' acceptances and Federal funds. Subject to
various restrictions, federally-chartered savings institutions may also invest a
portion of their assets in commercial paper, corporate debt securities and
mutual funds, the assets of which conform to the investments that
federally-chartered savings institutions are otherwise authorized to make
directly.

         The Company's President has authority to implement the Company's
Board-approved investment policy. The President may make investments of up to
$500,000 without prior approval of the Board; however, the President generally
seeks Board approval on all investments over $250,000. All of such investments
are required to be reported to the Board for ratification at the next scheduled
meeting. Pursuant to the Company's investment policy, all securities are to be
purchased with the primary objective of safety of principal and liquidity and,
secondarily, with consideration given to the yield to be earned. The Company is
authorized to invest in U.S. Government and agency issues, mortgage-backed
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA") and Government National Mortgage
Association ("GNMA"), municipal bonds issued by state or local authorities
(which generally must be rated in one of the top categories by one of the
nationally recognized rating services) and certificates of deposit in insured
institutions up to a maximum of $99,000 per institution.

         Mortgage-Backed Securities. The Company maintains a significant
portfolio of mortgage- backed securities as a means of investing in
housing-related mortgage instruments without the costs

                                       14

<PAGE>



associated with originating mortgage loans for portfolio retention and with
limited credit risk of default which arises in holding a portfolio of loans to
maturity. Mortgage-backed securities (which also are known as mortgage
participation certificates or pass-through certificates) represent a
participation interest in a pool of single-family mortgages. The principal and
interest payments on mortgage-backed securities are passed from the mortgage
originators, as servicer, through intermediaries (generally U.S. Government
agencies and government-sponsored enterprises) that pool and repackage the
participation interests in the form of securities, to investors such as the
Company. Such U.S. Government agencies and government sponsored enterprises,
which guarantee the payment of principal and interest to investors, primarily
include the FHLMC, the FNMA and the GNMA.

         The FHLMC is a public corporation chartered by the U.S. Government and
owned by the 12 Federal Home Loan Banks and federally-insured savings
institutions. The FHLMC issues participation certificates backed principally by
conventional mortgage loans. The FHLMC guarantees the timely payment of interest
and the ultimate return of principal on participation certificates. The FNMA is
a private corporation chartered by the U.S. Congress with a mandate to establish
a secondary market for mortgage loans. The FNMA guarantees the timely payment of
principal and interest on FNMA securities. FHLMC and FNMA securities are not
backed by the full faith and credit of the United States, but because the FHLMC
and the FNMA are U.S. Government-sponsored enterprises, these securities are
considered to be among the highest quality investments with minimal credit
risks. The GNMA is a government agency within the Department of Housing and
Urban Development which is intended to help finance government-assisted housing
programs. GNMA securities are backed by FHA-insured and VA-guaranteed loans, and
the timely payment of principal and interest on GNMA securities are guaranteed
by the GNMA and backed by the full faith and credit of the U.S. Government.
Because the FHLMC, the FNMA and the GNMA were established to provide support for
low- and middle-income housing, there are limits to the maximum size of loans
that qualify for these programs. At September 30, 1998, the Company had an
aggregate of $5.3 million, or 48.6% of total mortgage-backed securities (held to
maturity and available for sale), invested in GNMA, FNMA and FHLMC certificates
and, as of such date, the Company had $5.6 million, or 51.4% of total
mortgage-backed securities, invested in nine collateralized mortgage obligations
("CMOs").

         In contrast to pass-through mortgage-backed securities, in which cash
flow is received pro rata by all security holders, the cash flow from the
mortgages underlying a CMO is segmented and paid in accordance with a
predetermined priority to investors holding various CMO classes. By allocating
the principal and interest cash flows from the underlying collateral among the
separate CMO classes, different classes of bonds are created, each with its own
stated maturity, estimated average life, coupon rate and prepayment
characteristics. The Company's CMO's were issued by the GNMA and FNMA and are
performing in accordance with their terms. As of September 30, 1998, the Company
did not own any mortgage-related securities designated as "high-risk mortgage
securities" under OTS pronouncements.


                                       15

<PAGE>



         Mortgage-backed securities typically are issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
underlying pool of mortgages can be composed of either fixed-rate or
adjustable-rate loans. As a result, the risk characteristics of the underlying
pool of mortgages, (i.e., fixed-rate or adjustable-rate) as well as prepayment
risk, are passed on to the certificate holder. The life of a mortgage-backed
pass-through security thus approximates the life of the underlying mortgages.

         Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which offer nominal credit risk. In addition, mortgage-backed
securities are more liquid than individual mortgage loans and may be used to
collateralize certain obligations. At September 30, 1998, none of the Company's
mortgage-backed securities were pledged as security for an obligation.
Mortgage-backed securities issued or guaranteed by the FNMA or the FHLMC (except
interest-only securities or the residual interests in CMOs) are weighted at no
more than 20.0% for risk-based capital purposes, compared to a weight of 50.0%
to 100.0% for residential loans. See "- Regulation - The Savings Bank - Capital
Requirements."

         The Company's mortgage-backed securities are classified as either held
to maturity or available for sale based upon the Company's intent and ability to
hold such securities to maturity at the time of purchase, in accordance with
GAAP. The mortgage-backed securities of the Company which are held to maturity
are carried at cost, adjusted for the amortization of premiums and the accretion
of discounts using a method which approximates a level yield, while
mortgage-backed securities available for sale are carried at the lower of cost
or current market value. See Notes 1, 5 and 6 of the Notes to Consolidated
Financial Statements.



                                       16

<PAGE>



         The following table sets forth the composition of the Company's
mortgage-backed securities held to maturity at the dates indicated.

<TABLE>
<CAPTION>

                                                                      September 30,
                                           --------------------------------------------------------------

                                                   1998                   1997                   1996
                                           -------------------    -------------------    -------------------
                                                                 (Dollars in Thousands)

<S>                                             <C>                    <C>                     <C>     
GNMA certificates                               $      19              $      40               $     43
FNMA certificates                                   1,405                  1,591                  1,762
FHLMC certificates                                  2,107                  2,600                  3,142
Collateralized mortgage
 obligations                                        1,593                    356                    124
                                                  -------                 ------                -------
    Total mortgage-backed
      securities held to maturity                   5,124                  4,587                  5,071

Unamortized premiums                                  155                    123                    137
Unearned discounts                                    (10)                   (14)                   (18)
                                                  -------                 ------                -------
    Net mortgage-backed securities
      held to maturity                             $5,269                 $4,696                 $5,190
                                                  -------                 ------                -------
                                                  -------                 ------                -------
Weighted average interest rate                       6.66%                  6.01%                  6.47%
                                                  -------                 ------                -------
                                                  -------                 ------                -------

</TABLE>



                                       17

<PAGE>



         The following table sets forth the composition of the Company's
mortgage-backed securities available for sale at the dates indicated.

<TABLE>
<CAPTION>
                                                                      September 30,
                                           --------------------------------------------------------------
                                                   1998                   1997                  1996
                                           -------------------    -------------------    ----------------
                                                                 (Dollars in Thousands)

<S>                                              <C>                     <C>                     <C>   
GNMA certificates                                $    613                $   831                 $  955
FNMA certificates                                     571                    854                    945
FHLMC certificates                                    445                    575                    657
Collateralized mortgage
 obligations                                        3,983                    848                     --
                                                   -------                 ------                -------
    Total mortgage-backed
      securities available for sale                 5,612                  3,108                  2,557

Unamortized premiums                                   41                     27                     31
Unearned discounts                                   (133)                   (36)                    (8)
Unrealized holding gain (loss)
  on mortgage-backed securities
  available for sale                                   98                     31                     (4)
                                                  -------                 ------                -------
    Net mortgage-backed securities
      available for sale                           $5,618                 $3,130                 $2,576
                                                  -------                 ------                -------
                                                  -------                 ------                -------
Weighted average interest rate                       6.46%                  6.67%                  6.60%
                                                  -------                 ------                -------
                                                  -------                 ------                -------
</TABLE>

         The following table sets forth the activity in the Company's aggregate
mortgage-backed securities portfolio (held to maturity and available for sale)
during the periods indicated.

<TABLE>
<CAPTION>
                                                                           At or For the Year Ended
                                                                                September 30,
                                                ---------------------------------------------------------------
                                                        1998                    1997                   1996
                                                -------------------    --------------------    -------------------
                                                                              (In Thousands)
<S>                                                <C>                        <C>                    <C>   
Mortgage-backed securities at
  beginning of period                                 $   7,826                  $7,766                 $9,558
Purchases                                                 4,375                   1,124                     --
Repayments                                               (1,357)                 (1,081)                (1,769)
Sales                                                        --                      --                     --
Accretion and amortization, net                             (23)                    (18)                   (33)
Net change in unrealized holding
  gain on available for sale securities                      66                      35                     10
                                                        -------                 -------                -------
Mortgage-backed securities at
  end of period                                         $10,887                  $7,826                 $7,766
                                                        -------                 -------                -------
                                                        -------                 -------                -------
</TABLE>



                                       18

<PAGE>



         At September 30, 1998, the weighted average contractual maturity of the
Company's aggregate mortgage-backed securities (held to maturity and available
for sale) was approximately 23 years. The actual maturity of a mortgage-backed
security is less than its stated maturity due to prepayments of the underlying
mortgages. Prepayments that are faster than anticipated may shorten the life of
the security and adversely affect its yield to maturity. The yield is based upon
the interest income and the amortization of any premium or discount related to
the mortgage-backed security. In accordance with GAAP, premiums and discounts
are amortized over the estimated lives of the securities, which decrease and
increase interest income, respectively. The prepayment assumptions used to
determine the amortization period for premiums and discounts can significantly
affect the yield of the mortgage-backed security, and these assumptions are
reviewed periodically to reflect actual prepayments. Although prepayments of
underlying mortgages depend on many factors, the difference between the interest
rates on the underlying mortgages and the prevailing mortgage interest rates
generally is the most significant determinant of the rate of prepayments. During
periods of falling mortgage interest rates, if the coupon rate of the underlying
mortgages exceeds the prevailing market interest rates offered for mortgage
loans, refinancing generally increases and accelerates the prepayment of the
underlying mortgages and the related security. Under such circumstances, the
Company may be subject to reinvestment risk because to the extent that the
Company's mortgage-related securities amortize or prepay faster than
anticipated, the Company may not be able to reinvest the proceeds of such
repayments and prepayments at a comparable rate.

         Investment Securities. The following table sets forth certain
information relating to the Company's investment securities held to maturity at
the dates indicated.


<TABLE>
<CAPTION>

                                                                   September 30,
                                         -----------------------------------------------------------------
                                                  1998                    1997                    1996
                                         --------------------    ---------------------   -----------------
                                                                     (In Thousands)

<S>                                        <C>                     <C>                         <C>    
U.S. Treasury securities                   $       --              $        --                 $   250
U.S. Government agency
  securities                                      849                    4,380                   5,078
Municipal bonds                                 1,473                    1,628                   1,447
Certificates of deposit                           483                      779                   1,771
FHLB stock                                        505                      470                     438
                                               ------                   ------                   -----
     Total                                     $3,310                   $7,257                  $8,984
                                               ------                   ------                   -----
                                               ------                   ------                   -----
</TABLE>



                                       19

<PAGE>



         The following table sets forth certain information relating to the
Company's investment securities available for sale at the dates indicated.

<TABLE>
<CAPTION>
                                                                      September 30,
                                        --------------------------------------------------------------------
                                                 1998                      1997                  1996
                                        ---------------------    ----------------------   ------------------
                                                                      (In Thousands)
<S>                                               <C>                     <C>                      <C>   
U.S. Government agency
securities                                        $600                    $1,549                   $2,391
Obligations of states and
 political subdivisions                             --                       140                      140
                                                ------                     -----                    -----
  Total investment
   securities available
   for sale                                        600                     1,689                    2,531
Unrealized holding gain on
 investment securities
 available for sale                                 10                         5                        1
                                                ------                     -----                    -----
Net investment securities
 available for sale                               $610                    $1,694                   $2,532
                                                ------                     -----                    -----
                                                ------                     -----                    -----
</TABLE>

             The following table sets forth certain information regarding the
maturities of the Company's investment securities at September 30, 1998.

<TABLE>
<CAPTION>
                                                                 Contractually Maturing
                         ------------------------------------------------------------------------------------------
                                       Weighted                  Weighted                   Weighted                 Weighted
                           Under 1     Average                   Average                    Average      Over 10      Average
                            Year        Yield      1-5 Years      Yield      6-10 Years      Yield        Years        Yield
                         ---------   ---------    ---------    ---------    ----------    ----------    --------    ---------
<S>                        <C>           <C>       <C>            <C>         <C>           <C>        <C>           <C>  
                                                                 (Dollars in Thousands)
U.S. Government
  agency securities        $  100        7.13%     $  859         6.51%       $   --            --%      $  500        7.00%
Municipal bonds               416        6.15         812         5.25           246          4.97           --          --
Certificates of deposit       293        6.11         189         6.60            --            --           --          --
FHLB stock                     --          --          --           --            --            --          505         7.31
                           ------       -----      ------       ------        ------         -----       ------       -----
      Total                $  809        6.25%     $1,860         5.97%       $  246          4.97%      $1,005         7.16%
                           ------       -----      ------       ------        ------         -----       ------       -----
                           ------       -----      ------       ------        ------         -----       ------       -----
                                                                                                                   
</TABLE>

         The Company's investment securities are classified as either held to
maturity or available for sale at the time of purchase, in accordance with
Generally Accepted Accounting Principles.

Sources of Funds

         General. The Company's principal source of funds for use in lending and
for other general business purposes has traditionally come from deposits
obtained through its main and branch offices. The Company also derives funds
from amortization and prepayments of outstanding loans and mortgage-backed
securities, from maturing investment securities and, occasionally, from advances
from the FHLB of Cincinnati. Loan repayments are a relatively stable source of
funds, while deposit inflows and outflows are significantly influenced by
general interest rates and money market conditions. The Company may use
borrowings to supplement its deposits as a source of funds.

                                       20

<PAGE>



         Deposits. The Company's current deposit products primarily include
passbook accounts and certificates of deposit ranging in terms from six months
to 37 months, and to a lesser extent, demand accounts. The Company's deposit
products also include Individual Retirement Account ("IRA") certificates.

         The Company's deposits are obtained from residents in its primary
market area. The Company attracts local deposit accounts by offering competitive
interest rates. The Company utilizes traditional marketing methods to attract
new customers and savings deposits, including print media and radio advertising.

         The following table sets forth the dollar amount and average interest
rates of deposits in the various types of deposit programs offered by the
Company at the dates indicated.


<TABLE>
<CAPTION>

                                                                          September 30,
                                ---------------------------------------------------------------------------------------------------
                                             1998                              1997                               1996
                                -----------------------------     ----------------------------      -------------------------------
                                    Amount         Percentage        Amount          Percentage         Amount          Percentage
                                ------------    --------------    ------------     --------------   -------------    ---------------
<S>                               <C>                <C>        <C>                  <C>            <C>                   <C> 
                                                                  (Dollars in Thousands)
Certificate accounts:
  2.00 - 4.00%                       $   290              .7%       $ 1,006               2.2%          $ 1,662                3.7%
  4.01 - 6.00%                        20,307            44.7         13,142              29.2            21,321               47.6
  6.01 - 8.00%                        14,514            31.9         20,630              45.9            10,965               24.5
                                     -------         -------         ------           -------           -------            -------
                                                                                                   
Total certificate accounts            35,111            77.3         34,778              77.3            33,948               75.8
                                     -------         -------         ------           -------           -------            -------
  Transaction accounts:                                                                            
  Passbook accounts                    8,797            19.4          9,054              20.1             9,863               22.0
  Christmas Club                          98              .2             91                .2                96                 .2
  Demand accounts                      1,431             3.1          1,070               2.4               902                2.0
                                     -------         -------         ------           -------           -------            -------
Total transaction accounts            10,326            22.7         10,215              22.7            10,861               24.2
                                     -------         -------         ------           -------           -------            -------
                                                                                                   
Total deposits                       $45,437           100.0%       $44,993             100.0%          $44,809              100.0%
                                     -------         -------         ------           -------           -------            -------
                                     -------         -------         ------           -------           -------            -------
                                                                                                   
</TABLE>



                                       21

<PAGE>



         The following table sets forth the savings activities of the Company
during the periods indicated.

<TABLE>
<CAPTION>
                                                          Year Ended
                                                        September 30,
                                      ----------------------------------------------------
                                         1998                 1997               1996
                                      -------------    ----------------    ---------------
                                                       (In Thousands)
<S>                                    <C>                 <C>                <C>    
Deposits                               $37,946             $35,414            $39,002
Withdrawals                            (39,377)            (37,046)           (42,057)
                                       -------             -------            -------
  Net increase (decrease)
    before interest credited            (1,431)             (1,632)            (3,055)
Interest credited                        1,875               1,816              1,666
                                       -------             -------            -------
  Net increase (decrease) in
    deposits                            $  444            $    184            $(1,389)
                                       -------             -------            -------
                                       -------             -------            -------
</TABLE>


         The following table shows the contractual interest rate and maturity
information for the Company's certificates of deposit at September 30, 1998.

<TABLE>
<CAPTION>
                                                                  Maturity Date
                        -----------------------------------------------------------------------------------------------
                             One Year               Over                Over                 Over
                              or Less             1-2 Years           2-3 Years             3 Years             Total
                        -----------------    -----------------   -----------------    -----------------   -------------
                                                                  (In Thousands)
<S>                         <C>                  <C>               <C>                   <C>              <C>      
 2.00 -  4.00%                 $    598             $     12            $     --            $    --           $    610
 4.01 -  6.00%                   15,461                1,543                 405                  3             17,412
 6.01 -  8.00%                    8,811                3,192               4,603                483             17,089
                               --------             --------             -------            -------           --------
   Total                        $24,870               $4,747              $5,008               $486            $35,111
                               --------             --------             -------            -------           --------
                               --------             --------             -------            -------           --------
</TABLE>

         The following table sets forth the maturities of the Company's
certificates of deposit having principal amounts of $100,000 or more at
September 30, 1998. The Company does not use brokered deposits and the
substantial majority of all funds are from within the local market area.

<TABLE>
<CAPTION>
             Certificates of deposit maturing 
                   in quarter ending:
             --------------------------------             ----------------------
                                                               (In Thousands)

<S>                                                                <C>    
            December 31, 1998                                      $   428
            March 31, 1999                                             568
            June 30, 1999                                              542
            September 30, 1999                                         869
            After September 30, 1999                                 1,350
                                                                     -----
  Total certificates of deposit with
    balances of $100,000 or more                                    $3,757
                                                                     -----
                                                                     -----
</TABLE>


                                       22

<PAGE>



         Borrowings. The Company may obtain advances from the FHLB of Cincinnati
upon the security of the common stock it owns in that bank and certain of its
residential mortgage loans and securities held to maturity, provided certain
standards related to creditworthiness have been met. Such advances are made
pursuant to several credit programs, each of which has its own interest rate and
range of maturities. At September 30, 1998, the Company had $7.0 million in
outstanding advances from the FHLB of Cincinnati.

         The following table sets forth the maximum month-end balance and
average balance of the Company's FHLB advances during the periods indicated.
<TABLE>
<CAPTION>
                                                                  Year Ended
                                                                 September 30,
                                      ------------------------------------------------------------------
                                               1998                     1997                   1996
                                      -----------------------   -------------------    -----------------
                                                               (Dollars in Thousands)
<S>                                               <C>                   <C>                    <C>  
Maximum balance                                   $7,004                $3,300                 $ 500
Average balance                                    5,458                 1,318                    27
Year end balance                                   7,004                 3,300                   500
Weighted average
  interest rate:
    At end of year                                  5.34%                 6.25%                 5.45%
    During the year                                 5.43                  5.61                  5.45
</TABLE>

Subsidiaries

         The Savings Bank is permitted to invest up to 2% of its assets in the
capital stock of, or secured or unsecured loans to, subsidiary corporations,
with an additional investment of 1% of assets when such additional investment is
utilized primarily for community development purposes. The Savings Bank has no
subsidiaries.

Competition

         The Company faces strong competition both in attracting deposits and
making real estate loans. Its most direct competition for deposits has
historically come from other savings associations, credit unions and commercial
banks located within 15 miles of Ironton, which covers Lawrence County, Ohio,
Boyd and Greenup Counties, Kentucky and Cabell County, West Virginia, including
many large financial institutions which have greater financial and marketing
resources available to them.

         The Company's primary market area is Lawrence County, Ohio. Lawrence
County has three banks with nine offices and four thrift institutions with eight
offices which all compete for deposits and loans. Lawrence County has a very
competitive financial institution market dominated in total

                                       23

<PAGE>



deposits by banks. The Company is much smaller in size than many of its
competitors in terms of assets and is less diversified.

         In addition, during times of high interest rates, the Company has faced
additional significant competition for investors' funds from short-term money
market securities, mutual funds and other corporate and government securities.
The ability of the Company to attract and retain savings deposits depends on its
ability to generally provide a rate of return, liquidity and risk comparable to
that offered by competing investment opportunities.

         The Company experiences strong competition for real estate loans
principally from other savings associations, commercial banks and mortgage
banking companies. The Company competes for loans principally through interest
rates, by minimizing loan fees, and the efficiency and quality of services it
provides borrowers. Competition may increase as a result of the continuing
reduction of restrictions on the interstate operations of financial
institutions.

Regulation

         Set forth below is a brief description of those laws and regulations
which, together with the descriptions of laws and regulations contained
elsewhere herein, are deemed material to an investor's understanding of the
extent to which the Company and the Savings Bank are regulated. The description
of the laws and regulations hereunder, as well as descriptions of laws and
regulations contained elsewhere herein, does not purport to be complete and is
qualified in its entirety by reference to applicable laws and regulations.

         The Company. The Company, as a savings and loan holding company within
the meaning of the Home Owners Loan Act ("HOLA"), has registered with the OTS
and is subject to OTS regulations, examinations, supervision and reporting
requirements. As a subsidiary of a savings and loan holding company, the Savings
Bank is subject to certain restrictions in its dealings with the Company and
affiliates thereof.

         Activities Restrictions. There are generally no restrictions on the
activities of a savings and loan holding company which holds only one subsidiary
savings institution. However, if the Director of 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 institution, the
Director may impose such restrictions as deemed necessary to address such risk,
including limiting (i) payment of dividends by the savings institution; (ii)
transactions between the savings institution and its affiliates; and (iii) any
activities of the savings institution that might create a serious risk that the
liabilities of the holding company and its affiliates may be imposed on the
savings institution. Notwithstanding the above rules as to permissible business
activities of unitary savings and loan holding companies, if the savings
institution subsidiary of such a holding company fails to meet the QTL test, as
discussed under "The Savings Bank - Qualified Thrift Lender Test," then such
unitary holding company also shall become subject to the activities restrictions
applicable to multiple savings and loan holding

                                       24

<PAGE>



companies and, unless the savings institution requalifies as a QTL within one
year thereafter, shall register as, and become subject to the restrictions
applicable to, a bank holding company. See "- The Savings Bank - Qualified
Thrift Lender Test."

         If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Savings Bank,
the Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where each subsidiary savings institution meets the QTL
test, as set forth below, the activities of the Company and any of its
subsidiaries (other than the Savings Bank or other subsidiary savings
institutions) would thereafter be subject to further restrictions. Among other
things, no multiple savings and loan holding company or subsidiary thereof which
is not a savings institution shall commence or continue for a limited period of
time after becoming a multiple savings and loan holding company or subsidiary
thereof any business activity, upon prior notice to, and no objection by the
OTS, other than: (i) furnishing or performing management services for a
subsidiary savings institution; (ii) conducting an insurance agency or escrow
business; (iii) holding, managing, or liquidating assets owned by or acquired
from a subsidiary savings institution; (iv) holding or managing properties used
or occupied by a subsidiary savings institution; (v) acting as trustee under
deeds of trust; (vi) those activities authorized by regulation as of March 5,
1987 to be engaged in by multiple savings and loan holding companies; or (vii)
unless the Director of the OTS by regulation prohibits or limits such activities
for savings and loan holding companies, those activities authorized by the
Federal Reserve Board ("FRB") as permissible for bank holding companies. Those
activities described in (vii) above also must be approved by the Director of the
OTS prior to being engaged in by a multiple savings and loan holding company.

         Limitations on Transactions with Affiliates. Transactions between
savings institutions and any affiliate are governed by Sections 23A and 23B of
the Federal Reserve Act. An affiliate of a savings institution is any company or
entity which controls, is controlled by or is under common control with the
savings institution. In a holding company context, the parent holding company of
a savings institution (such as the Company) and any companies which are
controlled by such parent holding company are affiliates of the savings
institution. Generally, Sections 23A and 23B (i) limit the extent to which the
savings institution 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, and contain an aggregate limit on all such transactions with
all affiliates to an amount equal to 20% of such capital stock and surplus and
(ii) require that all such transactions be on terms substantially the same, or
at least as favorable, to the institution or subsidiary as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar transactions. In
addition to the restrictions imposed by Sections 23A and 23B, no savings
institution may (i) loan or otherwise extend credit to an affiliate, except for
any affiliate which engages only in activities which are permissible for bank
holding companies, or (ii) purchase or invest in any stocks, bonds, debentures,
notes or similar obligations of any affiliate, except for affiliates which are
subsidiaries of the savings institution.


                                       25

<PAGE>



         In addition, Sections 22(h) and (g) of the Federal Reserve Act places
restrictions on loans to executive officers, directors and principal
stockholders. Under Section 22(h), loans to a director, an executive officer and
to a greater than 10% stockholder of a savings institution, and certain
affiliated interests of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the savings
institution's loans to one borrower limit (generally equal to 15% of the
institution's unimpaired capital and surplus). Section 22(h) also requires that
loans to directors, executive officers and principal stockholders be made on
terms substantially the same as offered in comparable transactions to other
persons unless the loans are made pursuant to a benefit or compensation program
that (i) is widely available to employees of the institution and (ii) does not
give preference to any director, executive officer or principal stockholder, or
certain affiliated interests of either, over other employees of the savings
institution. Section 22(h) also requires prior board approval for certain loans.
In addition, the aggregate amount of extensions of credit by a savings
institution to all insiders cannot exceed the institution's unimpaired capital
and surplus. Furthermore, Section 22(g) places additional restrictions on loans
to executive officers. At September 30, 1998, the Savings Bank was in compliance
with the above restrictions.

         Restrictions on Acquisitions. Except under limited circumstances,
savings and loan holding companies are prohibited from acquiring, without prior
approval of the Director of the OTS, (i) control of any other savings
institution or savings and loan holding company or substantially all the assets
thereof or (ii) more than 5% of the voting shares of a savings institution or
holding company thereof which is not a subsidiary. Except with the prior
approval of the Director 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 company's stock, may acquire control of any savings
institution, other than a subsidiary savings institution, or of any other
savings and loan holding company.

         The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if (i) the multiple savings and loan holding
company involved controls a savings institution which operated a home or branch
office located in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act ("FDIA"); or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by the state-chartered institutions or savings and loan holding
companies located in the state where the acquiring entity is located (or by a
holding company that controls such state-chartered savings institutions).

         Under the Bank Holding Company Act of 1956, the FRB is authorized to
approve an application by a bank holding company to acquire control of a savings
institution. In addition, a bank holding company that controls a savings
institution may merge or consolidate the assets and liabilities of the savings
institution with, or transfer assets and liabilities to, any subsidiary bank
which is a member of the BIF with the approval of the appropriate federal
banking agency and the FRB. As a result of these provisions, there have been a
number of acquisitions of savings institutions by bank holding companies in
recent years.

                                       26

<PAGE>



         The Savings Bank. The OTS has extensive authority over the operations
of federally chartered savings institutions. As part of this authority, savings
institutions are required to file periodic reports with the OTS and are subject
to periodic examinations by the OTS and the FDIC. The last regulatory
examination of the Savings Bank by the OTS was as of September 30, 1997. The
investment and lending authority of savings institutions are prescribed by
federal laws and regulations, and such institutions are prohibited from engaging
in any activities not permitted by such laws and regulations. Those laws and
regulations generally are applicable to all federally chartered savings
institutions and may also apply to state-chartered savings institutions. Such
regulation and supervision is primarily intended for the protection of
depositors.

         The OTS' enforcement authority over all savings institutions and their
holding companies includes, among other things, the ability to assess civil
money penalties, to issue cease and desist or removal orders and to initiate
injunctive actions. In general, these enforcement actions may be initiated for
violations of laws and regulations and unsafe or unsound practices. Other
actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with the OTS.

         Insurance of Accounts. The deposits of the Savings Bank are currently
insured by the SAIF of the FDIC. Both the SAIF and the Bank Insurance Fund
("BIF"), the federal deposit insurance fund that covers commercial bank
deposits, are required by law to attain and thereafter maintain a reserve ratio
of 1.25% of insured deposits.

         The BIF fund met its target reserve level in September 1995, but the
SAIF was not expected to meet its target reserve level until at least 2002.
Consequently, in late 1995, the FDIC approved a final rule regarding deposit
insurance premiums which, effective with respect to the semiannual premium
assessment beginning January 1, 1996, reduced deposit insurance premiums for BIF
member institutions to zero basis points (subject to an annual minimum of
$2,000) for institutions in the lowest risk category. Deposit insurance premiums
for SAIF members were maintained at their existing levels (23 basis points for
institutions in the lowest risk category).

         On September 30, 1996, President Clinton signed into law legislation
which eliminated the premium differential between SAIF-insured institutions and
BIF-insured institutions by recapitalizing the SAIF's reserves to the required
ratio. The legislation provided that all SAIF member institutions pay a one-time
special assessment to recapitalize the SAIF, which in the aggregate was
sufficient to bring the reserve ratio of the SAIF to 1.25% of insured deposits.
The legislation also provided for the merger of the BIF and the SAIF, with such
merger being conditioned upon the prior elimination of the thrift charter.

         Effective October 8, 1996, FDIC regulations imposed a one-time special
assessment of 65.7 basis points on SAIF-assessable deposits as of March 31,
1995, which was collected on November 27, 1996. The Savings Bank's one-time
special assessment amounted to $269,363 ($177,780 net of related tax benefits).
The payment of such special assessment had the effect of immediately reducing
the Savings Bank's capital by such an amount. Nevertheless, management does not
believe that this

                                       27

<PAGE>



one-time special assessment will have a material adverse effect on the Company's
consolidated financial condition or cause non-compliance with the Savings Bank's
regulatory capital requirements.

         In the fourth quarter of 1996, the FDIC lowered the assessment rates
for SAIF members to reduce the disparity in the assessment rates paid by BIF and
SAIF members. Beginning October 1, 1996, effective SAIF rates generally ranged
from zero basis points to 27 basis points, except that during the fourth quarter
of 1996, the rates for SAIF members ranged from 18 basis points to 27 basis
points in order to include assessments paid to the Financing Corporation
("FICO"). From 1997 trough 1999, SAIF members will pay 6.4 basis points to fund
the FICO, while BIF member institutions will pay about 1.3 basis points. The
Savings Bank's insurance premiums, which have amounted to 23 basis points have
been reduced to 6.4 basis points, effective January 1, 1997.

         The FDIC may terminate the deposit insurance of any insured depository
institution, including the Savings Bank, if it determines after a hearing that
the institution has engaged or is engaging in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of the Savings Bank's deposit insurance.

         Regulatory Capital Requirements. Federally insured savings institutions
are required to maintain minimum levels of regulatory capital. The OTS has
established capital standards applicable to all savings institutions. These
standards generally must be as stringent as the comparable capital requirements
imposed on national banks. The OTS also is authorized to impose capital
requirements in excess of these standards on individual institutions on a
case-by-case basis.

         Current OTS capital standards require savings institutions to satisfy
three different capital requirements. Under these standards, savings
institutions must maintain "tangible" capital equal to at least 1.5% of adjusted
total assets, "core" capital equal to at least 3.0% of adjusted total assets and
"total" capital (a combination of core and "supplementary" capital) equal to at
least 8.0% of "risk-weighted" assets. For purposes of the regulation, core
capital generally consists of common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of fully consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits and "qualifying supervisory
goodwill." Tangible capital is given the same definition as core capital but
does not include qualifying supervisory goodwill and is reduced by the amount of
all the savings institution's intangible assets, with only a limited exception
for purchased mortgage servicing rights. The Savings Bank had no goodwill or
other intangible assets at September 30, 1998. Both core and tangible capital
are further reduced by an amount equal to a savings institution's debt and
equity investments in subsidiaries engaged in

                                       28

<PAGE>



activities not permissible to national banks (other than subsidiaries engaged in
activities undertaken as agent for customers or in mortgage banking activities
and subsidiary depository institutions or their holding companies). These
adjustments do not materially affect the Savings Bank's regulatory capital.

         In determining compliance with the risk-based capital requirement, a
savings institution is allowed to include both core capital and supplementary
capital in its total capital, provided that the amount of supplementary capital
included does not exceed the savings institution's core capital. Supplementary
capital generally consists of hybrid capital instruments; perpetual preferred
stock which is not eligible to be included as core capital; subordinated debt
and intermediate-term preferred stock; and general allowances for loan losses up
to a maximum of 1.25% of risk-weighted assets. In determining the required
amount of risk-based capital, total assets, including certain off-balance sheet
items, are multiplied by a risk weight based on the risks inherent in the type
of assets. The risk weights assigned by the OTS for principal categories of
assets are (i) 0% for cash and securities issued by the U.S. Government or
unconditionally backed by the full faith and credit of the U.S. Government; (ii)
20% for securities (other than equity securities) issued by U.S.
Government-sponsored agencies and mortgage-backed securities issued by, or fully
guaranteed as to principal and interest by, the FNMA or the FHLMC, except for
those classes with residual characteristics or stripped mortgage-related
securities; (iii) 50% for prudently underwritten permanent one-to four-family
first lien mortgage loans not more than 90 days delinquent and having a
loan-to-value ratio of not more than 80% at origination unless insured to such
ratio by an insurer approved by the FNMA or the FHLMC, qualifying residential
bridge loans made directly for the construction of one-to four-family
residences and qualifying multi-family residential loans; and (iv) 100% for all
other loans and investments, including consumer loans, commercial loans, and
one-to four-family residential real estate loans more than 90 days delinquent,
and for repossessed assets.

         In August 1995, the OTS and other federal banking agencies published a
final rule modifying their existing risk-based capital standards to provide for
consideration of interest rate risk when assessing capital adequacy of a bank.
Under the final rule, the OTS must explicitly include a bank's exposure to
declines in the economic value of its capital due to changes in interest rates
as a factor in evaluating a bank's capital adequacy. In addition, in August
1995, the OTS and the other federal banking agencies published a joint policy
statement for public comment that describes the process the banking agencies
will use to measure and assess the exposure of a bank's net economic value to
changes in interest rates. Under the policy statement, the OTS will consider
results of supervisory and internal interest rate risk models as one factor in
evaluating capital adequacy. The OTS intends, at a future date, to incorporate
explicit minimum requirements for interest rate risk in its risk-based capital
standards through the use of a model developed from the policy statement, a
future proposed rule and the public comments received therefrom.

         Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the OTS or the FDIC. Such actions
could include a capital directive, a cease and desist order, civil money
penalties, the establishment of restrictions on the institution's operations,
termination of federal deposit insurance and the appointment of a conservator or
receiver.

                                       29

<PAGE>



The OTS' capital regulation provides that such actions, through enforcement
proceedings or otherwise, could require one or more of a variety of corrective
actions.

         Liquidity Requirements. All savings institutions are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings institutions. At the present time, the required minimum
liquid asset ratio is 4%. At September 30, 1998, the Savings Bank's liquidity
ratio was 5.4%.

         Capital Distributions. OTS regulations govern capital distributions by
savings institutions, which include cash dividends, stock redemptions or
repurchases, cash-out mergers, interest payments on certain convertible debt and
other transactions charged to the capital account of a savings institution to
make capital distributions. Generally, the regulation creates a safe harbor for
specified levels of capital distributions from institutions meeting at least
their minimum capital requirements, so long as such institutions notify the OTS
and receive no objection to the distribution from the OTS. Savings institutions
and distributions that do not qualify for the safe harbor are required to obtain
prior OTS approval before making any capital distributions.

         Generally, a savings institution that before and after the proposed
distribution meets or exceeds its fully phased-in capital requirements (Tier 1
institutions) may make capital distributions during any calendar year equal to
the higher of (i) 100% of net income for the calendar year-to-date plus 50% of
its "surplus capital ratio" at the beginning of the calendar year or (ii) 75% of
net income over the most recent four-quarter period. The "surplus capital ratio"
is defined to mean the percentage by which the institution's ratio of total
capital to assets exceeds the ratio of its fully phased-in capital requirement
to assets. "Fully phased-in capital requirement" is defined to mean an
institution's capital requirement under the statutory and regulatory standards
applicable on December 31, 1994, as modified to reflect any applicable
individual minimum capital requirement imposed upon the institution. Failure to
meet fully phased-in or minimum capital requirements will result in further
restrictions on capital distributions, including possible prohibition without
explicit OTS approval.

         In order to make distributions under these safe harbors, Tier 1 and
Tier 2 institutions must submit 30 days written notice to the OTS prior to
making the distribution. The OTS may object to the distribution during that
30-day period based on safety and soundness concerns. At September 30, 1998, the
Savings Bank was a Tier 1 institution for purposes of this regulation.

         On January 7, 1998, the OTS published a notice of proposed rulemaking
to amend its capital distribution regulation. Under the proposal, a savings
institution that would remain at least "adequately capitalized" following the
capital distribution and that meets other specified requirements, would not be
required to provide any notice or application to the OTS for cash dividends
below a specified amount. A savings institution is "adequately capitalized" if
it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based
capital ratio of 4.0% or more, a Tier 1

                                       30

<PAGE>



leverage capital ratio of 4.0% or more (or 3% or more if the savings institution
is assigned a composite rating of 1), and does not meet the definition of "well
capitalized." Because the Savings Bank is a subsidiary of the Company, the
proposal, however, would require the Savings Bank to provide notice to the OTS
of its intent to make a capital distribution, unless an application is otherwise
required. The Savings Bank does not believe that the proposal will adversely
affect its ability to make capital distributions if it is adopted substantially
as proposed.

         Loans to One Borrower. The permissible amount of loans-to-one borrower
now generally follows the national bank standard for all loans made by savings
institutions, as compared to the pre-FIRREA rule that applied that standard only
to commercial loans made by federally chartered savings institutions. The
national bank standard generally does not permit loans-to-one borrower to exceed
15% of unimpaired capital and unimpaired surplus. Loans in an amount equal to an
additional 10% of unimpaired capital and unimpaired surplus also may be made to
a borrower if the loans are fully secured by readily marketable securities. If a
savings institution's aggregate lending limitation is less than $500,000, then,
notwithstanding the aforementioned aggregate limitation, such savings
institution may have total loans and extensions of credit, for any purpose, to
one borrower outstanding at one time not to exceed $500,000. For information
about the largest borrowers from the Savings Bank, see "- Lending Activities -
Loan Activity."

         Community Reinvestment. Under the Community Reinvestment Act of 1977,
as amended ("CRA"), as implemented by OTS regulations, a savings institution has
a continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including low
and moderate income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to its particular community, consistent with the CRA.
The CRA requires the OTS, in connection with its examination of a savings
institution, to assess the institution's record of meeting the credit needs of
its community and to take such record into account in its evaluation of certain
applications by such institution. FIRREA amended the CRA to require public
disclosure of an institution's CRA rating and require the OTS to provide a
written evaluation of an institution's CRA performance utilizing a rating system
which identifies four levels of performance that may describe an institution's
record of meeting community needs: outstanding, satisfactory, needs to improve
and substantial noncompliance. The CRA also requires all institutions to make
public disclosure of their CRA ratings. The Savings Bank received a
"satisfactory" rating as a result of its most recent evaluation.

         Nationwide Banking. The Savings Bank may face additional competition
from commercial banks headquartered outside of the State of Ohio as a result of
the enactment of the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994, which became fully effective on June 1, 1997, and which will allow
banks and bank holding companies headquartered outside of Ohio to enter the
Savings Bank's market through acquisition, merger or de novo branching. For
further information about the Savings Bank's competition, see "- Competition."



                                       31

<PAGE>



         Branching by Federal Savings Institutions. OTS policy permits
interstate branching to the full extent permitted by statute (which is
essentially unlimited). Generally, federal law prohibits federal savings
institutions from establishing, retaining or operating a branch outside the
state in which the federal institution has its home office unless the
institution meets the IRS' domestic building and loan test (generally, 60% of a
thrift's assets must be housing-related) ("IRS Test"). The IRS Test requirement
does not apply if, among other things, the law of the state where the branch
would be located would permit the branch to be established if the federal
savings institution were chartered by the state in which its home office is
located. Furthermore, the OTS will evaluate a branching applicant's record of
compliance with the Community Reinvestment Act of 1977 ("CRA"). An
unsatisfactory CRA record may be the basis for denial of a branching
application.

         Qualified Thrift Lender Test. Under Section 2303 of the Economic Growth
and Regulatory Paperwork Reduction Act of 1996, a savings association can comply
with the QTL test by either meeting the QTL test set forth in the HOLA and
implementing regulations or qualifying as a domestic building and loan
association as defined in Section 7701(a)(19) of the Internal Revenue Code of
1986, as amended ("Code").

         The QTL Test set forth in the HOLA requires that Qualified Thrift
Investments ("QTIs") represent 65% of portfolio assets. Portfolio assets are
defined as total assets less intangibles, property used by a savings association
in its business and liquidity investments in an amount not exceeding 20% of
assets. Generally, QTIs are residential housing related assets. At September 30,
1998, approximately 92% of the Savings Bank's assets were invested in QTIs,
which was in excess of the percentage required to qualify the Savings Bank under
the QTI Test in effect at that time.

         A savings association that does not comply with the QTL Test must
either convert to a bank charter or comply with the following restrictions on
its operations: (i) the association may not engage in any new activity or make
any new investment, directly or indirectly, unless such activity or investment
is permissible for a national bank; (ii) the branching powers of the association
shall be restricted to those of a national bank; (iii) the association shall not
be eligible to obtain any advances from its FHLB; and (iv) payment of dividends
by the association shall be subject to the rules regarding payment of dividends
by a national bank. Upon the expiration of three years from the date the
association ceases to be a QTL, it must cease any activity and not retain any
investment not permissible for a national bank and immediately repay any
outstanding FHLB advances (subject to safety and soundness considerations).

         Accounting Requirements. Applicable OTS accounting regulations and
reporting requirements apply the following standards: (i) regulatory reports
will incorporate GAAP when GAAP is used by federal banking agencies; (ii)
savings institution transactions, financial condition and regulatory capital
must be reported and disclosed in accordance with OTS regulatory reporting
requirements that will be at least as stringent as for national banks; and (iii)
the Director of the OTS may prescribe regulatory reporting requirements more
stringent than GAAP whenever the Director determines that such requirements are
necessary to ensure the safe and sound reporting and operation of savings
institutions.


                                       32

<PAGE>



         The accounting principles for depository institutions are currently
undergoing review to determine whether the historical cost model or market-based
measure of valuation is the appropriate measure for reporting the assets of such
institutions in their financial statements. Such proposal is controversial
because any change in applicable accounting principles which requires depository
institutions to carry mortgage-backed securities and mortgage loans at fair
market value could result in substantial losses to such institutions and
increased volatility in their liquidity and operations. Currently, it cannot be
predicted whether there may be any changes in the accounting principles for
depository institutions in this regard beyond those imposed by SFAS No. 115 or
when any such changes might become effective.

         Federal Home Loan Bank System. The Savings Bank is a member of the FHLB
of Cincinnati, which is one of 12 regional FHLBs that administers the home
financing credit function of savings institutions. Each FHLB serves as a reserve
or central bank for its members within its assigned region. It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB System. It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the FHLB. At
September 30, 1998, the Savings Bank had $7.0 million in FHLB advances.

         As a member, the Savings Bank is required to purchase and maintain
stock in the FHLB of Cincinnati in an amount equal to at least 1% of its
aggregate unpaid residential mortgage loans, home purchase contracts or similar
obligations at the beginning of each year or 5% of its advances from the FHLB of
Cincinnati, whichever is greater. At September 30, 1998, the Savings Bank had
$505,000 in FHLB stock, which was in compliance with this requirement.

         The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid in the past and could
continue to do so in the future. These contributions also could have an adverse
effect on the value of FHLB stock in the future.

         Federal Reserve System. The FRB requires all depository institutions to
maintain reserves against their transaction accounts (primarily NOW and Super
NOW checking accounts) and non-personal time deposits. As of September 30, 1998,
the Savings Bank was in compliance with applicable requirements. However,
because required reserves must be maintained in the form of vault cash or a
noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.

Federal Taxation

         General. The Company and Savings Bank are subject to the generally
applicable corporate tax provisions of the Code, and Savings Bank is subject to
certain additional provisions of the Code which apply to thrift and other types
of financial institutions. The following discussion of federal taxation is
intended only to summarize certain pertinent federal income tax matters material
to the

                                       33

<PAGE>



taxation of the Company and the Savings Bank and is not a comprehensive
discussion of the tax rules applicable to the Company and Savings Bank.

         Bad Debt Reserves. Prior to the enactment, on August 20, 1996, of the
Small Business Job Protection Act of 1996 (the "Small Business Act"), for
federal income tax purposes, thrift institutions such as the Savings Bank, which
met certain definitional tests primarily relating to their assets and the nature
of their business, were permitted to establish tax reserves for bad debts and to
make annual additions thereto, which additions could, within specified
limitations, be deducted in arriving at their taxable income. The Savings Bank's
deduction with respect to "qualifying loans," which are generally loans secured
by certain interests in real property, could be computed using an amount based
on a six-year moving average of the Savings Bank's actual loss experience (the
"Experience Method"), or a percentage equal to 8.0% of the Savings Bank's
taxable income (the "PTI Method"), computed without regard to this deduction and
with additional modifications and reduced by the amount of any permitted
addition to the non-qualifying reserve.

         Under the Small Business Act, the PTI Method was repealed and the
Savings Bank is required to use the Experience Method of computing additions to
its bad debt reserve for taxable years beginning with the Savings Bank's taxable
year beginning January 1, 1996. In addition, the Small Business Act required
banks to recapture (i.e., take into taxable income) over a six-year period,
beginning with the taxable year beginning January 1, 1996, the excess of the
balance of bad debt reserves (other than the supplemental reserve) as of
December 31, 1995 over (a) the greater of the balance of such reserves as of
December 31, 1987 or (b) an amount that would have been the balance of such
reserves as of December 31, 1995 had the bank always computed the additions to
its reserves using the Experience Method. However, under the Small Business Act
such recapture requirements will be suspended for each of the two successive
taxable years beginning January 1, 1996 in which the bank originates a minimum
amount of certain residential loans during such years that is not less than the
average of the principal amounts of such loans made by the bank during its six
taxable years preceding January 1, 1996. The Savings Bank was not subject to any
recapture under these provisions, as it had no excess reserves as defined above.

         At December 31, 1997, the federal income tax reserves of the Savings
Bank included $1.3 million for which no federal income tax has been provided.
All of this amount is attributable to pre-1987 bad debt reserves.

         Distributions. If the Savings Bank were to distribute cash or property
to its sole stockholder, and the distribution was treated as being from its
pre-1987 bad debt reserves, the distribution would cause the Savings Bank to
have additional taxable income. A distribution is deemed to have been made from
pre-1987 bad debt reserves to the extent that (a) the reserves exceed the amount
that would have been accumulated on the basis of actual loss experience, and (b)
the distribution is a "non-qualified distribution." A distribution with respect
to stock is a non-qualified distribution to the extent that, for federal income
tax purposes, (i) it is in redemption of shares, (ii) it is pursuant to a
liquidation of the institution, or (iii) in the case of a current distribution,
together with all other such distributions during the taxable year, it exceeds
the institution's current and post-1951 accumulated earnings and profits. The
amount of additional taxable income created by a non-

                                       34
<PAGE>

qualified distribution is an amount that when reduced by the tax
attributable to it is equal to the amount of the distribution.

         Minimum Tax. The Code imposes an alternative minimum tax at a rate of
20%. The alternative minimum tax generally applies to a base of regular taxable
income plus certain tax preferences ("alternative minimum taxable income" or
"AMTI") and is payable to the extent such AMTI is in excess of an exemption
amount. The Code provides that an item of tax preference is the excess of the
bad debt deduction allowable for a taxable year pursuant to the percentage of
taxable income method over the amount allowable under the experience method.
Other items of tax preference that constitute AMTI include (a) tax-exempt
interest on newly issued (generally, issued on or after August 8, 1986) private
activity bonds other than certain qualified bonds and (b) 75% of the excess (if
any) of (i) adjusted current earnings as defined in the Code, over (ii) AMTI
(determined without regard to this preference and prior to reduction by net
operating losses).

         Net Operating Loss Carryovers. A financial institution may carry back
net operating losses ("NOLs") to the preceding three taxable years and forward
to the succeeding 15 taxable years. This provision applies to losses incurred in
taxable years beginning after 1986. At September 30, 1998, the Savings Bank had
no NOL carryforwards for federal income tax purposes.

         Capital Gains and Corporate Dividends-Received Deduction. Corporate net
capital gains are taxed at a maximum rate of 35%. The corporate
dividends-received deduction is 80% in the case of dividends received from
corporations with which a corporate recipient does not file a consolidated tax
return, and corporations which own less than 20% of the stock of a corporation
distributing a dividend may deduct only 70% of dividends received or accrued on
their behalf. However, a corporation may deduct 100% of dividends from a member
of the same affiliated group of corporations.

         Other Matters. Federal legislation is introduced from time to time that
would limit the ability of individuals to deduct interest paid on mortgage
loans. Individuals are currently not permitted to deduct interest on consumer
loans. Significant increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect the Savings Bank.

         The Savings Bank's federal income tax returns for the tax years ended
December 31, 1995 forward are open under the statute of limitations and are
subject to review by the IRS.

State Taxation

         The Company is subject to a Delaware franchise tax based on the
Company's authorized capital stock or on its assumed par and no-par capital,
whichever yields a lower result. Under the authorized capital method, each share
is taxed at a graduated rate based on the number of authorized shares with a
maximum aggregate tax of $150,000 per year. Under the assumed par-value capital
method, Delaware taxes each $1,000,000 of assumed par-capital at the rate of
$200.


                                       35

<PAGE>



         The Company will be subject to an Ohio franchise tax only to the extent
it is determined to be doing business in Ohio. The Company, a Delaware
corporation, does not expect to transact business in Ohio. To the extent that
the Ohio franchise tax is determined to apply to the Company, the tax is
computed based on the greater of a Company's tax liability as determined under
separate net worth and net income computations. The Company would exclude its
investment in the Savings Bank in determining its tax liability under the net
worth computation. The tax liability under the net worth computation will be
computed at 0.596% of the Company's net taxable value. The tax liability under
the net income method would be computed at a graduated rate not exceeding 9.12%
of the Company's Ohio taxable income.

         The Savings Bank is subject to an Ohio franchise tax based on its net
worth plus certain reserve amounts. Total net worth for this purpose is reduced
by certain exempted assets. The resultant net worth is taxed at a rate of 1.5%
for the 1998 return, which is based on net worth as of December 31, 1998.

         The Savings Bank's state franchise tax returns for the tax years ended
December 31, 1995 forward are open under the statute of limitations and are
subject to review by state taxing authorities.


Item 2.           Description of Property.

         The Company's principal executive office is located at 415 Center
Street, Ironton, Ohio 45638. The following table sets forth certain information
with respect to the offices and other properties of the Savings Bank at
September 30, 1998.

<TABLE>
<CAPTION>
                                                             Net Book Value
       Description/Address           Leased/Owned              of Property            Deposits
----------------------------     ---------------------      --------------------    ----------------
                                                                           (In Thousands)

<S>                              <C>                     <C>                         <C>  
Main Office(1)
415 Center Street                      Owned                     $973                      $34,360
Ironton, Ohio  45638                                                                     
                                                                                         
Branch Office(2):                                                                        
201 State Street                       Owned                      779                       11,077
Proctorville, Ohio  45669                                                           
</TABLE>

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

(1) Drive-through facility expansion completed in October 1997. Located at the
corner of 5th and Railroad Streets.

(2) This branch office opened on August 4, 1997. Former Chesapeake, Ohio branch
was relocated to the new Proctorville location. The Company sold the Chesapeake
facility during fiscal 1998 resulting in a gain of $47,068.


                                       36

<PAGE>



Item 3.  Legal Proceedings.

         There are no material legal proceedings to which the Company is a party
or to which any of their property is subject.

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

         Not applicable.

PART II

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

         The information required herein is incorporated by reference from pages
42 and 43 of the Company's 1998 Annual Report to Stockholders ("Annual Report").


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         The information required herein is incorporated by reference from pages
three to 15 of the Company's 1998 Annual Report.

Item 7.  Financial Statements.

         The information required herein is incorporated by reference from pages
two, and 16 to 40 of the Company's 1998 Annual Report.

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 required herein is incorporated by reference from pages
two to six, and nine of the Company's Proxy Statement dated December 18, 1998
("Proxy Statement").



                                       37

<PAGE>



Item 10. Executive Compensation.

         The information required herein is incorporated by reference from pages
ten to 15 of the Company's Proxy Statement.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The information required herein is incorporated by reference from pages
seven to nine of the Company's Proxy Statement.

Item 12. Certain Relationships and Related Transactions.

         The information required herein is incorporated by reference from page
15 of the Company's Proxy Statement.

PART IV

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

         (a)  Document filed as part of this Report.

             (1) The following documents are filed as part of this report and
are incorporated herein by reference from the Registrant's 1998 Annual Report.

         Independent Auditor's Report.

         Consolidated Balance Sheets as of September 30, 1998 and 1997.

         Consolidated Statements of Income for the Years Ended September 30,
         1998, 1997 and 1996.

         Consolidated Statements of Changes in Stockholders' Equity for the
         Years Ended September 30, 1998, 1997 and 1996.

         Consolidated Statements of Cash Flows for the Years Ended September 30,
         1998, 1997 and 1996.

         Notes to Consolidated Financial Statements.

             (2) All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are omitted
because they are not applicable or the required information is included in the
Consolidated Financial Statements or notes thereto.

             (3)(a) The following exhibits are filed as part of this Form
10-KSB, and this list includes the Exhibit Index.

                                       38

<PAGE>



<TABLE>
<CAPTION>

No.                                         Description
------     ------------------------------------------------------------------------------------------
<S>       <C>
3.1        Certificate of Incorporation of First Federal Financial Bancorp, Inc.1/
3.2        Bylaws of First Federal Financial Bancorp, Inc.1/
4          Stock Certificate of First Federal Financial Bancorp, Inc.1/
10.1       Employment Agreement among First Federal Financial Bancorp, Inc., First Federal
           Savings Bank of Ironton and I. Vincent Rice (representative of a similar agreement entered
           into with Jeffery W. Clark)*/2/
10.2       Stock Option Plan*/2/
10.3       Recognition and Retention Plan and Trust*/2/
13         1998 Annual Report to Stockholders specified portion (p. two to 40,
           and 43) of the Registrant's Annual Report to Stockholders for the
           year ended September 30, 1998.
21         Subsidiaries of the Registrant - Reference is made to Item 1.  "Business" for the Required
           information
27         Financial Data Schedule
</TABLE>

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

1/ Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 333- 1672) filed by the Registrant with the Securities and
Exchange Commission ("SEC") on February 26, 1996, as amended.

2/ Incorporated by reference from the Form 10-KSB for the fiscal year ended
September 30, 1996 filed by the Registrant with the SEC on December 26, 1996.

*/ Management contract or compensatory plan or arrangement.

                  (3)(b)  Reports filed on Form 8-K.

         None.

                                       39

<PAGE>



                                   SIGNATURES

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


                                    FIRST FEDERAL FINANCIAL BANCORP, INC.



                                    By:      /s/ I. Vincent Rice
                                             ----------------------------------
                                             I. Vincent Rice
                                             President


        In accordance with the Exchange Act, 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/ I. Vincent Rice                                    December 21, 1998
-------------------------------------------
I. Vincent Rice
President (Principal Executive Officer)



/s/ Jeffery W. Clark                                   December 21, 1998
-------------------------------------------
Jeffery W. Clark
Comptroller (Principal Financial and
Accounting Officer)



/s/ Thomas D. Phillips                                 December 21, 1998
-------------------------------------------
Thomas D. Phillips
Chairman



/s/ James E. Waldo                                     December 21, 1998
-------------------------------------------
James E. Waldo
Vice Chairman



<PAGE>







/s/ Edith M. Daniels                                   December 21, 1998
-------------------------------------------
Edith M. Daniels
Corporate Secretary and Director




/s/ Edward R. Rambacher                                December 21, 1998
-------------------------------------------
Edward R. Rambacher
Director



/s/ Steven C. Milleson                                 December 21, 1998
-------------------------------------------
Steven C. Milleson
Director



/s/ William P. Payne                                   December 21, 1998
-------------------------------------------
William P. Payne
Director