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

                                    FORM 10-K


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

           For the fiscal year ended December 31, 1996

                                       OR

[ ]        TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition report from ____________to ____________

                         Commission File Number 0-11889


                           FIRST FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         WISCONSIN                                              39-1471963
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                1305 MAIN STREET
                         STEVENS POINT, WISCONSIN 54481
                     (Address of principal executive office)

        Registrant's telephone number, including area code (715) 341-0400

    Securities registered pursuant to Section 12(b) of the Act Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                                (Title of Class)

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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
                                                              ------      ------

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 or Regulation S-K is not contained  herein,  and will not 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-K or any
amendment to this Form 10-K. [ X ]

           Based upon the closing price of the  registrant's  common stock as of
February  19,  1997,  the  aggregate  market  value of the voting  stock held by
non-affiliates of the registrant is: $826,809,294.

           As of February 19, 1997, 36,785,101 shares of the registrant's common
stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE.
Part II:
           Portions  of First  Financial  Corporation's  1996  Annual  Report to
           Shareholders.

Part III:
           Portions of definitive proxy statement for the 1997 Annual Meeting of
           Shareholders.



<PAGE>

                                     PART I
ITEM 1.  BUSINESS

First Financial Corporation

         First Financial Corporation ("FFC"), which was formed in 1984, conducts
business  as a  unitary  savings  and  loan  holding  company.  As  a  Wisconsin
corporation,  FFC is  authorized  to engage  in any  activity  permitted  by the
Wisconsin Business Corporation Law.

         The  principal  asset of FFC is all of the  outstanding  stock of First
Financial Bank ("FF Bank" or the "Bank"). The business of FFC is the business of
the Bank. Other activities of FFC could be funded by dividends paid by the Bank,
borrowings  or the  issuance  of  additional  shares of  capital  stock.  FFC is
headquartered  at 1305 Main Street,  Stevens Point,  Wisconsin,  54481,  and its
telephone number is (715) 341-0400.


First Financial Bank

         FF Bank  is a  federally-chartered,  stock  savings  institution  whose
deposits are insured by the Savings  Association  Insurance  Fund  ("SAIF"),  as
administered by the Federal Deposit Insurance Corporation ("FDIC").  Business is
conducted in both Wisconsin and Illinois through 128 full-service branch offices
and one limited loan origination  office.  Based on total assets of $5.7 billion
at December 31, 1996, FF Bank is the largest thrift institution headquartered in
Wisconsin.  The  principal  mortgage  lending area of FF Bank is  Wisconsin  and
Illinois.  In addition  to real estate  loans,  FF Bank  originates  significant
volumes of consumer  loans,  credit card loans and student loans.  FF Bank has a
limited  volume  of  commercial  business  loans  arising  from a 1994  business
combination.   Consumer,   home  equity  and  student  lending   activities  are
principally conducted in Wisconsin and Illinois,  while the credit card base and
resulting  loans are principally  centered in the Midwest.  Nearly all long-term
fixed-rate real estate mortgage loans generated are sold in the secondary market
and to other  financial  institutions,  with FF Bank  retaining the servicing of
those loans.  FF Bank offers  brokerage  services and also  operates a full-line
independent insurance agency and a real estate appraisal company.

         FF Bank has grown significantly  through mergers and acquisitions since
its stock  conversion in 1980, when FF Bank had total assets of $244 million and
14 branch offices in central Wisconsin. In 1984, FF Bank and First State Savings
of Wisconsin, concurrently with First State's stock conversion, combined to form
FFC,  which  operated as a multiple  savings and loan holding  company from 1984
until late 1985 when FFC acquired  First Savings  Association  of Wisconsin.  At
that  time,  all three  institutions  were  merged  together.  In 1988,  FF Bank
acquired National Savings and Loan Association of Milwaukee, Wisconsin through a
merger conversion.  By the end of 1988, FF Bank's total assets had grown to $2.3
billion  and  FF  Bank  operated  63  full-service  banking  offices  throughout
Wisconsin.

         Beginning  in  1990,  FF  Bank  expanded  into  the  southern  Illinois
(suburban St. Louis) and Peoria,  Illinois  markets by acquiring  Illini Federal
Savings and Loan Association, Fairview Heights in a voluntary supervisory merger
conversion and by purchasing the deposits and nine branch banking offices of two
former Peoria thrifts from the Resolution Trust Corporation ("RTC"). Also during
1990, FF Bank acquired two  western-Wisconsin  area branch banking  offices from
the RTC. During 1992, FF Bank acquired ten additional  branch banking offices in
the Peoria market, including eight from LaSalle Talman Bank, FSB

                                       -1-

<PAGE>



and two from the RTC. In 1993, FF Bank acquired  Westinghouse  Federal Bank, FSB
d/b/a United Federal Bank of Galesburg, Illinois and also purchased the deposits
and the four Quincy,  Illinois-area  branch banking offices of Citizens  Federal
Bank, a FSB.

         In 1994, FFC and FF Bank acquired  NorthLand Bank of Wisconsin,  SSB of
Ashland,  Wisconsin through an exchange of stock. Also in 1994, FFC merged First
Financial - Port Savings Bank, FSB of Port Washington, Wisconsin, which had been
acquired by FFC in 1989 and had  operated  under a separate  charter  since that
time, into FF Bank.

         In 1995, FFC and FF Bank acquired FirstRock Bancorp, Inc. ("FirstRock")
of Rockford,  Illinois through an exchange of stock. The five banking offices of
FirstRock's  subsidiary,  First Federal Savings Bank of Rockford,  Illinois were
merged into FF Bank. At the end of 1995, FFC's assets had grown to $5.5 billion.

         While  pursuing its strategy of expansion by  acquisition  in Wisconsin
and  Illinois,  management  of  FF  Bank  has  also  curtailed  certain  lending
activities  outside of the Midwest in recent years.  In 1988, FF Bank liquidated
the West Coast mortgage banking  operation which FF Bank had acquired as part of
the  acquisition  of First  Savings.  This  operation  had  incurred  continuing
operating  losses.  Also,  in 1988,  1994 and 1996, FF Bank sold segments of its
credit card loan  portfolio,  consisting of loans  concentrated  in  California,
Texas,  and the  Northeastern  states.  FF Bank's  current  credit card  lending
activities are now focused primarily on Wisconsin, Illinois and other Midwestern
states. During 1989, FF Bank also curtailed manufactured housing lending outside
of the Midwest.  Subsequently,  in 1994, FF Bank exited the retail  manufactured
housing  lending  business  altogether  due  to  competitive  practices  in  the
marketplace.

         FF Bank is a member of the Federal Home Loan  ("FHL")  Bank System.  FF
Bank is subject to comprehensive examination,  supervision and regulation by the
Office of Thrift  Supervision (the "OTS") and the FDIC, and is also regulated by
the Board of  Governors  of the Federal  Reserve  System (the  "Federal  Reserve
Board") as to reserves  required to be maintained  against  deposits and certain
other matters. FF Bank's limited purpose credit card subsidiary, First Financial
Card Services Bank, N.A. ("FFCSB") is regulated by the Office of the Comptroller
of the Currency ("OCC"). See "Regulation, Legislation and Taxation."


Market Area and Competition

         At December 31, 1996, FF Bank conducted  business from 128 full-service
branch banking offices located in 60 Wisconsin and 35 Illinois communities.  The
offices are located throughout most of Wisconsin and much of Illinois, including
the Peoria,  Rockford and suburban St.  Louis areas.  These  offices  include 27
locations in the Milwaukee Metropolitan Statistical Area ("MSA"), the largest in
Wisconsin,  and 33  locations  in the  Peoria,  Rockford  and  St.  Louis  MSAs,
Illinois' largest outside of Chicago.

         The counties in Wisconsin and Illinois in which FF Bank has offices had
a total population of 5.3 million in 1990. Between 1980 and 1990, the population
of this area increased 1.3%, compared to 1.2% for the two-state area. The median
household  income in these  counties  was $30,497  according to the 1990 Census,
compared to $31,402 for the two- state area. It increased 62.7% between 1980 and
1990.  This area,  in both  states,  contains  a  diversity  of major  urban and
suburban  areas,  smaller  less-urbanized  communities and  predominantly  rural
areas. Some of the larger companies headquartered in FF Bank's market

                                       -2-

<PAGE>



include A.O. Smith,  General  Electric Medical  Systems,  Allen Bradley,  Miller
Brewing, Johnson Controls, Caterpillar and Sundstrand.

         FF Bank also does  business  outside  of  Wisconsin  and  Illinois.  At
December 31, 1996,  outstanding credit card accounts of FF Bank were distributed
approximately 52% to Wisconsin residents, 13% to Illinois, 4% to Michigan, 3% to
Texas,  3% to  California,  3% to Ohio, 2% to Minnesota,  2% to Missouri,  2% to
Florida,  2% to Indiana and 14% to other states.  Consumer and student loans are
made principally to Wisconsin, Illinois and other Midwestern residents.

         FF Bank is subject to competition  from other savings  institutions  as
well as  commercial  banks and credit  unions in both  attracting  and retaining
deposits  and in real  estate  and other  lending  activities.  Competition  for
deposits also comes from mutual  funds,  the stock  market,  corporate  debt and
government  securities.  Competition  for the  origination  of real estate loans
comes  principally from other savings  institutions,  commercial  banks,  credit
unions  and  mortgage  banking   companies.   Consumer  loan  competition  comes
principally  from  other  savings  institutions,  commercial  banks,  automobile
manufacturers and their financing  subsidiaries,  consumer finance companies and
credit unions.

         The methods used by competing financial institutions to attract deposit
accounts  include  rates of return,  types of  accounts,  convenience  of office
locations, and other services. Major factors in competing for loans are interest
rates, loan fee charges, and timing and quality of service to the borrower.


Lending Activities, Including Mortgage-Related Securities

          General.  FF Bank has  traditionally  concentrated  on  origination of
conventional  mortgage  loans  secured  by first  liens  on one- to  four-family
residences.  FF Bank also makes loans  which are insured by the Federal  Housing
Authority  and the Rural  Development  program,  or partially  guaranteed by the
Veterans Administration as well as home loans on behalf of or for immediate sale
to the Wisconsin  Department  of Veterans  Affairs,  the  Wisconsin  Housing and
Economic  Development   Authority  and  the  Illinois  Housing  and  Development
Authority.  At  December  31,  1996,  FFC's  total  loan  portfolio,   including
mortgage-related securities, amounted to $5.23 billion, including mortgage loans
totaling  $2.30  billion  of which  $1.88  billion,  or 36.0% of the total  loan
portfolio,  before  net  items,  were  loans  secured  by  one-  to  four-family
residences.  In addition,  FF Bank makes  long-term,  first mortgage real estate
loans on multiple dwelling units and commercial properties, second mortgages and
short-term  construction  loans. As a means of better matching maturities of its
asset  and  liability  products,  FF Bank has  also  originated  other  types of
high-yielding  loan  products  which  have  either a short term to  maturity  or
contain adjustable-rate features. These products include education loans, credit
card loans,  home equity loans and consumer loans.  At December 31, 1996,  these
loans amounted to $1.28 billion,  or 24.4%,  before net items, of the total loan
portfolio.  FFCSB, which is a wholly-owned  operating subsidiary of FF Bank, was
chartered as a limited-purpose  national credit card bank by the OCC on July 19,
1996. FFCSB  administers  FFC's nationwide  credit card operations under uniform
rates and fees as established by the State of Wisconsin.

Fixed-rate  mortgage  loans  with  terms up to 15  years,  mortgage  loans  with
adjustable  interest  rates,  and consumer and other loans are originated for FF
Bank's own portfolio, while longer-term fixed-rate mortgage loans are originated
for sale in the secondary market. The

                                       -3-

<PAGE>



Federal  Reserve  Board is authorized  to  promulgate  regulations  limiting the
maximum interest rate that may apply during the term of adjustable-rate mortgage
loans originated by savings  institutions  such as FF Bank. Under the regulation
adopted by the Federal  Reserve Board,  no specific  interest rate limit is set,
but lenders are  required to impose  interest  rate caps on all  adjustable-rate
mortgage loans and all  dwelling-secured  consumer loans,  including home equity
loans, which provide for interest rate adjustments. The regulation is applicable
to loans made after December 8, 1987.

FF Bank also purchases mortgage-related securities as a lending alternative when
excess liquidity is available.  At December 31, 1996, these securities  amounted
to $1.65 billion,  or 31.6% of the total loan portfolio,  before net items.  For
further discussion of the mortgage-related securities portfolio, see Notes A and
D to FFC's consolidated financial statements, filed as an exhibit hereto.



                                       -4-

<PAGE>



          Loan Portfolio Composition. The following table sets forth information
concerning the  composition of FFC's total loan portfolio  including  loans held
for sale and  mortgage-related  securities,  on a consolidated basis, before net
items,  by type of  loan.  Total  loans  receivable,  including  net  items  but
excluding loans held for sale and  mortgage-related  securities are set forth in
Note E to FFC's consolidated  financial  statements.  The data presented in this
table include the accounts of FFC and FF Bank for all periods,  and the balances
of  interest-sensitive  assets and  liabilities  arising from the 1992, 1993 and
1994  acquisitions  are  included  from  the  respective  dates  of the  related
transactions.


<TABLE>
<CAPTION>

                                                                            December 31,
                                                       1996                   1995                         1994             
                                             ---------------------    ----------------------      ----------------------    
                                              Amount       Percent          Amount    Percent        Amount      Percent    
                                            ----------     -------        ----------  -------     ----------     -------    
                                                                                      (Dollars in thousands)

Real estate mortgage loans:
<S>                                        <C>              <C>       <C>               <C>       <C>               <C>     
 Conventional loans:
   One- to four-family.................    $1,859,815       35.6%     $2,006,575        40.6%     $2,034,320        40.4%   
   Multi-family........................       235,437        4.5         217,288         4.4         212,071         4.2    
 FHA and VA............................        28,566         .5          36,093          .7          34,672          .7    
 Commercial and other real estate......       175,877        3.4         152,092         3.1         142,634         2.8    
                                           ----------      -----      ----------       -----      ----------       -----    

Total real estate mortgage loans.......     2,299,695       44.0       2,412,048        48.8       2,423,697        48.1    
                                           ----------      -----      ----------       -----      ----------       -----    

Other loans:

 Consumer loans........................       415,155        7.9         362,659         7.3         304,771         6.1    
 Home equity loans.....................       296,749        5.7         284,700         5.8         240,915         4.8    
 Education loans.......................       269,633        5.2         240,650         4.9         192,542         3.8    
 Credit card loans.....................       179,352        3.4         214,107         4.3         200,747         4.0    
 Manufactured housing loans............       104,783        2.0         139,385         2.8         152,674         3.0    
 Other loans...........................        11,728         .2          17,198          .4          19,023          .4    
                                           ----------      -----      ----------       -----      ----------       -----    

Total other loans......................     1,277,400       24.4       1,258,699        25.5       1,110,672        22.1    
                                           ----------      -----      ----------       -----      ----------       -----    

Total loans receivable before
   net items...........................     3,577,095       68.4       3,670,747        74.3       3,534,369        70.2    

Mortgage-related securities............     1,650,437       31.6       1,270,761        25.7       1,502,491        29.8    
                                           ----------      -----      ----------       -----      ----------       -----    

Total loans receivable before
 net items and mortgage-
 related securities....................    $5,227,532      100.0%     $4,941,508       100.0%     $5,036,860       100.0%   
                                           ==========      =====      ==========       =====      ==========       =====    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                 December 31,
                                                    1993                         1992
                                            ----------------------      ----------------------
                                              Amount       Percent        Amount       Percent
                                            ----------     -------      ----------     -------
                                            

Real estate mortgage loans:
<S>                                        <C>               <C>      <C>               <C>  
 Conventional loans:
   One- to four-family.................    $$1,915,516        41.7%    $1,379,522        35.8%
   Multi-family........................        208,658         4.6        175,511         4.6
 FHA and VA............................         40,133          .9         52,214         1.3
 Commercial and other real estate......        114,431         2.5        123,062         3.2
                                           -----------       -----     ----------       -----

Total real estate mortgage loans.......      2,278,738        49.7      1,730,309        44.9
                                           -----------       -----     ----------       -----

Other loans:

 Consumer loans........................        180,776         3.9        115,205         3.0
 Home equity loans.....................        199,463         4.3        168,434         4.4
 Education loans.......................        168,980         3.7        164,149         4.3
 Credit card loans.....................        209,414         4.6        178,436         4.6
 Manufactured housing loans............        165,017         3.6        133,195         3.4
 Other loans...........................            111                      3,298          .1
                                           -----------       -----     ----------       -----

Total other loans......................        923,761        20.1        762,717        19.8
                                           -----------       -----     ----------       -----

Total loans receivable before
   net items...........................      3,202,499        69.8      2,493,026        64.7

Mortgage-related securities............      1,387,259        30.2      1,361,068        35.3
                                           -----------       -----     ----------       -----

Total loans receivable before
 net items and mortgage-
 related securities....................    $$4,589,758       100.0%    $3,854,094       100.0%
                                           ===========       =====     ==========       =====
</TABLE>


                                       -5-

<PAGE>



       A summary of FFC's loan portfolio, before net items, including loans held
for sale and  mortgage-related  securities is set forth below by adjustable-rate
loans, short-term loans and fixed-rate loans.
<TABLE>
<CAPTION>

                                                December 31, 1996            December 31, 1995          December 31, 1994
                                             ----------------------       ----------------------      -------------------
                                                           Percent                      Percent                    Percent
                                              Balance      Of Total        Balance      Of Total       Balance     Of Total
                                              -------      --------        -------      --------       -------     --------
                                                                          (Dollars in thousands)

<S>                                          <C>            <C>           <C>            <C>          <C>            <C>  
       Adjustable-rate                       $ 3,039,868    58.2%         $ 2,703,907    54.7%        $ 2,709,597    53.8%

       Short-term*                               373,612     7.1              452,244     9.2             375,681     7.5

       Fixed-rate with maturities
         greater than three years              1,814,052    34.7            1,785,357    36.1           1,951,582    38.7
                                             -----------   -----          -----------   -----         -----------   -----

       Total loan portfolio                  $ 5,227,532   100.0%         $ 4,941,508   100.0%        $ 5,036,860   100.0%
                                             ===========   =====          ===========   =====         ===========   =====
</TABLE>


* Loans or mortgage-related  securities with remaining contractual life of three
years or less.


       At December  31,  1996,  the  aggregate  balance of loans held by FF Bank
repricing or maturing after December 31, 1997 was $2.44 billion. Of these loans,
$1.85  billion  have fixed rates of interest  and $587.5  million  have terms of
three years or less or adjustable interest rates.

       The following  table sets forth,  at December 31, 1996, the dollar amount
of loans  maturing in FF Bank's loan  portfolios,  before net items,  plus loans
held for sale and mortgage-related securities, based on either their contractual
terms to maturity or the remaining time before the loans can be repriced  during
the periods indicated.

<TABLE>
<CAPTION>

                                                               1998 -     2000 -      2002 -     2007 -     After
                                                    1997        1999       2001        2006       2016       2016        Total
                                                ----------   ---------  ---------   ---------  ---------  ---------   ----------
                                                                            (In thousands)
<S>                                             <C>         <C>         <C>         <C>        <C>        <C>         <C>       
Real estate mortgage loans....................  $  679,042  $  416,651  $  84,218   $ 396,854  $ 551,959  $  94,611   $2,223,335
Construction mortgage loans...................      23,525      43,892     4,0772       3,414      1,452         --       76,360
Mortgage-related securities...................   1,305,667       4,766     46,832      29,018    237,712     26,442    1,650,437
Credit card and home equity
   loans......................................     457,548      18,553         --          --         --         --      476,101
Other loans*..................................     322,350      95,177    124,725     182,602     76,445         --      801,299
                                                ----------   ---------  ---------   ---------  ---------  ---------   ----------

       Total..................................  $2,788,132   $ 579,039  $ 259,852   $ 611,888  $ 867,568  $ 121,053   $5,227,532
                                                ==========   =========  =========   =========  =========  =========   ==========
</TABLE>

*  Includes consumer, manufactured housing, education and small business loans.


                                       -6-

<PAGE>



       Loan  Originations  and  Purchases.  The  following  table shows loan and
mortgage-related  securities  originations  and  purchases  for  FF  Bank  on  a
consolidated basis for 1996, 1995 and 1994.
<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                       1996              1995               1994
                                                                    ----------        ----------         -------
                                                                                    (In thousands)
<S>                                                                 <C>                <C>               <C>       
Loans originated:
  Mortgage loans:
     One- to four-family.........................................   $  599,913         $  476,783        $  756,589
     Multi-family................................................       43,540             34,350            55,658
     Commercial real estate......................................       67,891             31,087            63,002
     Refinanced residential mortgage loans
      previously sold and serviced for others....................           --                 --            24,643
                                                                    ----------         ----------        ----------
                                                                       711,344            542,220           899,892
  Consumer loans.................................................      261,769            229,697           237,651
  Education loans................................................       64,979             76,299            53,692
  Home equity loans - net increase...............................       12,047             43,785            58,791
  Credit card loans - net increase...............................       13,189             13,361             5,124
  Manufactured housing loans.....................................           --             18,288            17,144
  Other loans....................................................        1,478              5,560            10,074
  Decrease (increase) in undisbursed
   loan proceeds.................................................      (13,717)             7,817           (10,829)
                                                                    ----------         ----------        ----------
           Total loans originated................................    1,051,089            937,027         1,271,539
Mortgage-related securities purchased............................      803,280                 --           594,952
                                                                    ----------         ----------        ----------

           Total originations and purchases......................   $1,854,369         $  937,027        $1,866,491
                                                                    ==========         ==========        ==========
</TABLE>


       Loan  Delinquencies.  FF Bank monitors the delinquency status of its loan
portfolio  on a regular  basis and  initiates  borrower  contact and  additional
collection procedures as necessary at an early date.  Delinquencies and past due
loans are, however, a normal part of the lending function.  When the delinquency
reaches the status of greater than 90 days,  the loan is placed on a non-accrual
status until such time as the  delinquency  is reduced again to 90 days or less.
Non-accrual loans at December 31, 1996 have been presented  separately as a part
of the  discussion  of  Non-Performing  Assets in  Management's  Discussion  and
Analysis, filed as an exhibit hereto.

       Delinquencies of 30 to 90 days are summarized as follows:

                                           Balance At December 31,
                                            1996                     1995
                                           ------                   -----
                                               (In thousands)

Total 30 to 90 Day Delinquent Loans

Residential real estate loans              $ 7,241                  $ 9,138
Manufactured housing loans                   2,314                    3,654
Credit card loans                            2,863                    3,870
Commercial real estate loans                   125                      909
Consumer and other loans                     1,658                      815
Student loans                               23,034                   18,438
                                           -------                  -------
                                           $37,235                  $36,824
                                           =======                  =======


       At  December  31,  1996,  the  30  to  90  day  delinquencies   increased
approximately  $400,000 to $37.2 million from $36.8 million at year end 1995. As
a percent of total loans receivable,  loan delinquencies increased from 1.02% at
the end of 1995 to 1.06% at December 31, 1996.

       The most  significant  factor in the overall increase was the increase of
$4.6 million in student loan  delinquencies  of 30 to 90 days from year end 1995
to December 31, 1996.

                                       -7-

<PAGE>



These loans are  government  guaranteed  and the servicing of this  portfolio is
performed by a third party under contract. Excluding student loans, FF Bank's 30
to 90 day  delinquencies  decreased  during  1996 from  $18.4  million  to $14.2
million.

       Decreases in 30 to 90 day  delinquencies  were  experienced  in most loan
categories  from  year end  1995 to  December  31,  1996.  The more  significant
decreases were i) a $1.9 million decrease for residential  mortgage loans, ii) a
$1.4 million  decrease for  manufactured  housing  loans and iii) a $1.0 million
decrease for credit card loans.

       The above changes in 30 to 90 day  delinquencies  should be considered in
conjunction with the information and review in the Non-Performing Assets section
of Management's Discussion and Analysis, as referred to above.

       All of these  delinquent  loans have been considered by management in its
evaluation of the adequacy of the allowances for loan losses.


       Classified   Assets.  For  regulatory   purposes,   FF  Bank  utilizes  a
comprehensive  classification  system for thrift institution  problem assets. In
general,  classified assets include  non-performing  assets plus other loans and
assets,   including   contingent   liabilities,   meeting   the   criteria   for
classification.  Non-performing  assets  include  loans  or  assets  which  were
previously  loans i) which  are not  performing  to a serious  degree  under the
contractual terms of the original notes or ii) for which known information about
possible credit problems of borrowers  causes  management to have serious doubts
as to the ability of such  borrowers to comply with current  contractual  terms.
These non-performance  characteristics  impact directly upon the interest income
normally expected from such assets.  Specifically included are the loans held on
a non-accrual basis, real estate judgments subject to redemption, and foreclosed
properties for which FF Bank has obtained title.

       Classified assets,  including non-performing assets, for FF Bank and FFC,
are set  forth in the  following  table,  as of  December  31,  1996  and  1995,
respectively.

                                                           December 31,
                                                       1996              1995
                                                     --------          ------
                                                          (In thousands)
Classified assets:
   Non-performing assets:
      Non-accrual loans                              $ 11,988          $ 12,246
      Non-performing mortgage-related securities                         12,858
      Real estate held for sale by FFC                                    1,309
      Foreclosed properties and other
         repossessed assets                             3,997             3,379
                                                     --------          --------
            Total Non-Performing Assets                15,985            29,792

   Additional classified performing loans:
      Residential real estate                             545             1,013
      Commercial real estate                            6,105             5,890
      Consumer (including manufactured housing
         and credit cards)                                159               280
      Commercial business                                 421               418
   Other assets                                         2,491
   Other adjustments - net                             (1,638)             (900)
                                                     --------          --------
         Total Classified Assets                     $ 24,068          $ 36,493
                                                     ========          ========

                                       -8-

<PAGE>



         During the year ended December 31, 1996,  classified  assets  decreased
$12.4 million to $24.1 million from the December 31, 1995 total of $36.5 million
as the net result of various  1996  events.  As a  percentage  of total  assets,
classified assets decreased from 0.67% at December 31, 1995 to 0.42% at December
31, 1996.

         The  non-performing   asset  segment  of  classified  assets  similarly
decreased   $13.8  million  during  1996.   For  further   discussions  of  such
non-performing  assets,  see Management's  Discussion and Analysis,  filed as an
exhibit hereto.  Other  significant  changes in classified  assets are discussed
below.

         Performing  commercial  real estate loans which had been classified due
to the possible adverse effects of identifiable future events increased $200,000
in 1996.  This nominal  increase is due to the net effect of i) the inclusion in
this category of two loans of $300,000 each and ii) principal  payments received
on other classified performing loans.

         Classified performing  residential real estate mortgage loans decreased
from 1995 year end from $1.0  million to  $500,000  at December  31,  1996.  The
$500,000  reduction  was  primarily  the result of continued  efforts  involving
certain borrowers with groups of loans requiring  intensive  monitoring and some
charge-offs.

         The other asset  category  relates to a $2.5  million  mortgage-related
security  which is continuing to perform but for which certain  losses have been
absorbed during 1996.

         All  adversely  classified  assets  at  December  31,  1996  have  been
considered  by management  in its  evaluation of the adequacy of allowances  for
losses.


Investment Activities

         In addition to lending  activities,  FF Bank conducts other  investment
activities  on an ongoing  basis in order to diversify  assets,  obtain  maximum
yield and meet  levels of liquid  assets  required  by  regulatory  authorities.
Investment decisions are made by authorized officers in accordance with policies
established  by the Board of  Directors.  In addition to  satisfying  regulatory
liquidity  requirements,  investments  are used as part of FF  Bank's  asset and
liability  program to minimize  FF Bank's  vulnerability  to  changing  interest
rates. At December 31, 1996, 41.1% of FF Bank's investments mature or reprice in
one year or less, and 80.6% mature or reprice in five years or less.

         For a breakdown  of  investment  securities  held by FF Bank at certain
dates,  see  Note C to  FFC's  consolidated  financial  statements,  filed as an
exhibit hereto.


                                       -9-

<PAGE>



         The following table sets forth the  maturity/repricing  characteristics
of FF Bank's investment securities at December 31, 1996 and the weighted average
yields of such securities.
<TABLE>
<CAPTION>

                                                         After One, But       After Five, But
                                    Within One Year     Within Five Years     Within 10 Years      After 10 Years
                                   -----------------    -----------------    -----------------    ---------------
                                            Weighted             Weighted             Weighted             Weighted
                                             Average              Average              Average              Average
                                   Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield
                                                                 (Dollars in thousands)
<S>                               <C>         <C>      <C>         <C>       <C>        <C>       <C>        <C>  
U.S. Government and agency
    obligations.................. $ 22,056    5.19%    $ 84,705    6.07%     $    140   7.00%     $ 41,440   6.94%
Interest-earning deposits
    in banks.....................   18,043    5.16
Federal funds sold...............    2,513    6.50
Corporate and bank notes
    receivable...................      583    4.80
State and municipal..............
    obligations.................       450    5.00          337    7.45           262   8.00
Adjustable-rate mortgage
    mutual fund..................   44,938    6.11
                                  --------

    Total........................ $ 88,583    5.68%    $ 85,042    6.08%     $    402   7.65%     $ 41,440   6.94%
                                  ========             ========              ========             ========
</TABLE>


Sources of Funds

       Deposit  accounts,  sales  of  loans  in the  secondary  market  and loan
repayments  are the  primary  sources of funds for use in lending  and for other
general business purposes.  In addition,  FF Bank derives funds from maturity of
investments,  advances  from the FHL Bank and other  borrowings.  Repayments  of
loans and  mortgage-related  securities are a relatively stable source of funds,
while  deposit  inflows and outflows  are  significantly  influenced  by general
interest rates and money market and economic conditions.  Borrowings may be used
on a short-term  basis to compensate  for reductions in normal sources of funds,
such as deposit inflows at less than projected levels.  They may also be used on
a longer-term  basis to support expanded lending and investment  activities.  FF
Bank has not generally  solicited deposits outside the market area served by its
offices and has no brokered deposits at December 31, 1996.

       The following  table sets forth certain  information as to FFC's advances
and other borrowings at the dates and for the periods  indicated.  See Note J to
FFC's consolidated financial statements, incorporated herein by reference.
<TABLE>
<CAPTION>
                                                                            December 31,
                                                                    1996              1995              1994
                                                                  --------          --------          ------
                                                                           (In thousands)

<S>                                                               <C>               <C>               <C>     
Short-term borrowings..........................................   $ 54,090          $ 25,972          $ 13,127
FHL Bank advances..............................................    703,700           475,368           622,209
Subordinated notes.............................................         --            54,925            54,977
Industrial development revenue bonds...........................      6,120             6,219             6,315
Collateralized mortgage obligations............................      5,616             8,024            11,818
                                                                  --------          --------          --------

       Total borrowings........................................   $769,526          $570,508          $708,446
                                                                  ========          ========          ========

Weighted average interest cost of total
    borrowings during the year.................................      5.69%             6.45%             5.58%

Average month-end balance of short-term
    borrowings.................................................   $ 92,984          $ 59,092          $ 14,006

Weighted average interest rate of short-term
    borrowings during the year.................................      5.48%             5.91%             6.02%


                                      -10-

<PAGE>



Weighted average interest rate of short-term
    borrowings at end of year..................................      5.42%             5.89%             5.76%
</TABLE>

Service Corporations and Operating/Finance Subsidiaries

      FF Bank has i) five wholly-owned service  corporations,  ii) two operating
subsidiaries, and iii) two limited-purpose finance subsidiaries.

      Appraisal Services, Inc.

      First Financial Card Services Bank, N.A. (operating subsidiary)

      First Financial Investments, Inc. (operating subsidiary)

      First Service Corporation of Wisconsin

      Illini Service Corporation

      Mortgage Finance Corporation

      UFS Capital Corporation and FFS Funding Corp., Inc. (finance subsidiaries)

      Wisconsin Insurance Management, Inc.


Employees of FFC

       At December 31, 1996, FFC and its  subsidiaries  employed 1,376 full-time
employees and 402 part-time employees. FFC promotes equal employment opportunity
and  considers  its  employee  relations  to be good.  FFC's  employees  are not
represented by any collective bargaining group.



                                      -11-

<PAGE>

Executive Officers

       The  following  table  sets  forth  information  regarding  each  of  the
executive officers of FFC and FF Bank:

<TABLE>
<CAPTION>
                         Age At
Executive              December 31,        Business Experience
Officer                   1996             During Past Five Years

<S>                        <C>             <C>                
John C. Seramur            54              Mr.  Seramur  joined FF Bank in 1966 and  serves as
                                           Director,  President,  Chief Executive  Officer and
                                           Chief Operating Officer of FFC and FF Bank.

Robert M. Salinger         46              Mr. Salinger joined FFC as Corporate  Secretary and
                                           General  Counsel  in  1985.  He also  serves  as an
                                           Executive  Vice  President of FF Bank.  In 1984, he
                                           had  served  as  General   Counsel  and   Corporate
                                           Secretary for an institution acquired by FFC. Prior
                                           to 1984, he was a partner in the law firm of Petrie
                                           & Stocking,  S.C., and associated with the law firm
                                           of Whyte, Hirschboeck & Dudek, S.C.

Thomas H. Neuschaefer      50              Mr.  Neuschaefer  joined FF Bank in 1988 and serves
                                           as Vice  President,  Treasurer and Chief  Financial
                                           Officer of FFC.  He also serves as  Executive  Vice
                                           President-Finance of FF Bank. From 1978 to 1988, he
                                           served  as  Chief  Financial   Officer  of  another
                                           institution  acquired by FFC. Prior to 1978, he was
                                           associated  with the  national  accounting  firm of
                                           Ernst & Young LLP.

Donald E. Peters           47              Mr.  Peters  joined  FF Bank in 1982 and  serves as
                                           Executive  Vice  President  - Retail  Banking of FF
                                           Bank.  Prior to 1982,  he was an officer of another
                                           thrift institution.

Harry K. Hammerling        46              Mr. Hammerling joined FF Bank in 1984 and serves as
                                           Executive  Vice  President  -  Administration   and
                                           Servicing for FF Bank. From 1972 to 1984, he served
                                           as an officer of a predecessor of FF Bank.

Kenneth F. Csinicsek       57              Mr.  Csinicsek joined FF Bank in 1987 and serves as
                                           Senior Vice  President  of  Marketing  and Investor
                                           Relations.  Prior to joining FF Bank,  he served as
                                           president  of another  thrift  institution  for two
                                           years  and  operated  two   financial   institution
                                           consulting firms over a thirteen year period.
</TABLE>

                                      -12-

<PAGE>



Regulation, Legislation and Taxation

         FFC, as a savings and loan holding company, and FF Bank, as a federally
chartered  savings bank, are subject to extensive  regulation,  supervision  and
examination  by the OTS as their  primary  federal  regulator.  FF Bank  also is
subject to regulation, supervision and examination by the FDIC and as to certain
matters  by  the  Federal  Reserve  Board.  FF  Bank's  wholly  owned  operating
subsidiary,  FFCSB,  is a limited  purpose  national  credit  card bank which is
regulated by the OCC. See  "Management's  Discussion and Analysis" and "Notes to
Consolidated  Financial  Statements" as to the impact of certain laws, rules and
regulations  on the  operations  of FFC  and  FF  Bank.  Set  forth  below  is a
description of certain recent regulatory developments.

         In September 1996,  legislation (the "1996 Legislation") was enacted to
address the  undercapitalization of the SAIF, of which FF Bank is a member. As a
result of the 1996 Legislation,  the FDIC imposed a one-time special  assessment
of .657% on deposits  insured by the SAIF as of March 31, 1995. FF Bank incurred
a one-time  charge of $28.8  million  (before  taxes) to pay for the  assessment
based on its level of SAIF  deposits  as of March 31,  1995.  After the SAIF was
deemed to be  recapitalized,  FF Bank's deposit  insurance  premiums to the SAIF
were reduced as of September 30, 1996.  FF Bank expects that its future  deposit
insurance  premiums will continue to be lower than the premiums it paid prior to
the recapitalization.

         The 1996 Legislation also  contemplates the merger of the SAIF with the
Bank Insurance Fund (the "BIF"),  which generally  insures  deposits in national
and  state-chartered  banks. The combined deposit  insurance fund, which will be
formed no earlier than January 1, 1999, will insure deposits at all FDIC insured
depository institutions. As a condition to the combined insurance fund, however,
no  insured  depository  institution  can  be  chartered  as a  federal  savings
association. The Secretary of the Treasury is required to report to the Congress
no later than March 31, 1997 with respect to the development of a common charter
for all federally chartered depository institutions. If legislation with respect
to the  development of a common  charter is enacted,  FF Bank may be required to
convert its federal charter to either a new federal type of bank charter or to a
state depository institution charter.  Future legislation also may result in FFC
becoming regulated as a bank holding company by the Federal Reserve Board rather
than a savings and loan holding company regulated by the OTS.  Regulation by the
Federal  Reserve  Board could subject FFC to capital  requirements  that are not
currently  applicable to FFC as a holding  company under OTS regulations and may
result in additional statutory limitations on the type of business activities in
which FFC may engage at the holding company level. FFC and FF Bank are unable to
predict whether such legislation will be enacted.

         The 1996  Legislation  also  contained  several  provisions  that could
impact operations of FF Bank, including regulatory burden relief,  environmental
lender  liability  relief,  and less  restrictive  limitations on investments in
student  loans,  credit  card  loans  and  commercial  loans.  Furthermore,  the
qualified  thrift  lender  ("QTL")  test  that  FF Bank  must  comply  with  was
liberalized to provide that small business, credit card and student loans can be
included in the QTL calculation  without any limit, and that FF Bank can qualify
as a QTL by meeting  either the QTL test set forth in the Home  Owners' Loan Act
or under the definition of a domestic  building and loan  association as defined
in the Internal Revenue Code of 1986, as amended (the "IRC").


                                      -13-

<PAGE>




         On August 20, 1996, the President of the United States signed the Small
Business Job Protection  Act of 1996 ("the Act").  The Act repealed the "reserve
method" of accounting for bad debts by most thrift  institutions,  effective for
taxable years beginning after 1995. Most thrift institutions such as FF Bank are
now  required  to use the  "specific  charge-off  method".  The Act also  grants
partial  relief from reserve  recapture  provisions  which are  triggered by the
change in method.  This legislation is not expected to have a material impact on
FF Bank's financial condition or results of operations.

         During  1996,  the  OTS  continued  its  comprehensive  review  of  its
regulations  to  eliminate   duplicative,   unduly  burdensome  and  unnecessary
regulations   concerning   lending  and   investments,   corporate   governance,
subsidiaries  and equity  investments,  conflicts of interest and  usurpation of
corporate opportunity.

         The  OTS's  revised  subsidiaries  and  equity  investments  regulation
consolidated  all OTS regulations that apply to various types of subsidiaries of
federal  associations and updates the list of pre-approved  service  corporation
activities with  additional  activities that the OTS has deemed to be reasonably
related to the activities of federal savings institutions. The revised corporate
governance regulation is intended to provide greater flexibility with respect to
corporate governance of federal savings institutions, such as FF Bank.

         The OTS also converted its policy statement on conflicts of interest to
a regulation that is intended to be based upon common law principles of "duty of
loyalty"  and "duty of care."  The OTS  corporate  opportunity  regulations  and
policy  statements also were eliminated and replaced with a standard  similar to
common law standards  governing  usurpation of corporate  opportunity,  provided
that such  activities are in compliance  with Sections 23A or 23B of the Federal
Reserve Act.

                                      -14-

<PAGE>



ITEM 2.   PROPERTIES

         At December 31, 1996, FF Bank operated through 128 full-service savings
bank branch  offices,  one loan  origination  limited  office and one  insurance
agency  office,  with 76 offices  located in Wisconsin  and 54 in Illinois.  The
aggregate net book value at December 31, 1996 of the properties owned or leased,
including  headquarters,  properties  and leasehold  improvements  at the leased
offices,  was $42.4 million.  Thirty-six of the office properties are leased and
the  leases  expire  between  1997 and  2056.  See Note H to FFC's  consolidated
financial  statements,  filed as an exhibit hereto, for information regarding FF
Bank's premises and equipment.  Management believes that all of these properties
are in good condition.


ITEM 3.  LEGAL PROCEEDINGS

       FFC and FF Bank are involved as  plaintiff or defendant in various  legal
actions incidental to their business, all of which in the aggregate are believed
by  management  of FFC not to  represent  an adverse risk of loss which would be
material to the financial condition or operations of FFC or FF Bank.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       The information required by this item is incorporated herein by reference
from Management's  Discussion and Analysis filed at Exhibit 13(b) hereto.  FFC's
Board of Directors  has  discretion to declare and pay dividends on FFC's common
stock from time to time under  Wisconsin  law,  unless such payment would render
FFC insolvent.

       Also, relative to OTS restrictions on the payment of dividends by FF Bank
to FFC, see Note L to FFC's consolidated  financial  statements filed at Exhibit
13(a) hereto.


ITEM 6.  SELECTED FINANCIAL DATA

       The selected financial data required by this item is incorporated  herein
by reference from "Management's  Discussion and Analysis" filed at Exhibit 13(b)
hereto.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

       "Management's  Discussion and Analysis of Financial Condition and Results
of Operations" is filed at Exhibit 13(b) hereto.

                                      -15-

<PAGE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       FFC's  consolidated  financial  statements  are  filed at  Exhibit  13(a)
hereto.  Quarterly financial  information is included as a part of "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" filed
at Exhibit 13(b) hereto.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

       None.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Information  required by this item regarding directors is incorporated by
reference from pages 5 to 9 and 16 of the proxy  statement for FFC's 1997 annual
meeting of  shareholders,  filed with the Securities and Exchange  Commission on
March 10, 1997.  Information  required by this item regarding executive officers
is  included  herein at page 12 and  regarding  directors  at pages 5 - 7 of the
proxy statement.


ITEM 11.  EXECUTIVE COMPENSATION

       The information regarding executive compensation required by this item is
incorporated  herein by reference  from pages 9 - 15 of the proxy  statement for
FFC's  1997  annual  meeting of  shareholders,  filed  with the  Securities  and
Exchange Commission on March 10, 1997.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The information required by this item is incorporated herein by reference
from  pages 3 - 4 of the  proxy  statement  for FFC's  1997  annual  meeting  of
shareholders,  filed with the  Securities  and Exchange  Commission on March 10,
1997.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information required by this item is incorporated herein by reference
from  page  16  of  the  proxy  statement  for  FFC's  1997  annual  meeting  of
shareholders,  filed with the  Securities  and Exchange  Commission on March 10,
1997.


                                      -16-

<PAGE>



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       (a)(1) The following  consolidated financial statements of the Registrant
and  its  subsidiaries,  including  the  related  notes  and the  report  of the
independent  auditors are incorporated herein by reference from Exhibit 13(a) of
this Report.

       Report of Independent Auditors

       Consolidated Balance Sheets at December 31, 1996 and 1995.

       Consolidated  Statements of Income for Each Year in the Three Year Period
       Ended December 31, 1996.

       Consolidated  Statements  of  Stockholders'  Equity  for Each Year in the
       Three Year Period Ended December 31, 1996.

       Consolidated  Statements  of Cash  Flows for Each Year in the Three  Year
       Period Ended December 31, 1996.

       Notes to Consolidated Financial Statements.

       (a)(2)  All  schedules  for  which  provision  is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related instructions or are inapplicable, and therefore, have
been omitted.

       (a)(3) The following  exhibits are either filed as part of this Report on
Form 10-K or are incorporated herein by reference.

              3(a)    Articles of Incorporation of Registrant dated February 21,
                      1984,  as  amended,  and  restated  on January  18,  1995.
                      (Incorporated  herein  by  reference  to  Exhibit  3.1  to
                      Pre-Effective Amendment No. 1 to Registrant's Registration
                      Statement on Form S-4 [Registration No. 33-56823] filed on
                      January 26, 1995).

              3(b)    Bylaws of the  Registrant,  as amended  on April 17,  1996
                      (incorporated  herein  by  reference  to the  Registrant's
                      Quarterly Report on Form 10-Q filed on August 8, 1996).

              4       Form of Certificate of Common Stock  (incorporated  herein
                      by   reference   to  Exhibit   4.3  of  the   Registrant's
                      Registration  Statement  on  Form  S-1  [Registration  No.
                      2-88289] filed on December 7, 1983).

             10(a)    Employment  Contract of  Registrant  with John C.  Seramur
                      dated  January 1, 1989,  (incorporated  by reference  from
                      Annual  Report  on Form  10-K for 1989  filed on March 26,
                      1990).


                                                       -17-

<PAGE>



             10(b)    Employment  Agreement  between  Registrant  and  Robert M.
                      Salinger dated August 16,  1989,(incorporated by reference
                      from  Annual  Report on Form 10-K for 1989  filed on March
                      26, 1990).

             10(c)    Stock Option Plan of  Registrant  (incorporated  herein by
                      reference  to  Exhibit   10.4  to   Amendment   No.  2  to
                      Registrant's    Registration   Statement   on   Form   S-1
                      [Registration No. 2-88289] filed on February 14, 1984).

             10(d)    Supplemental  Executive Profit Sharing Plan dated December
                      21,  1987  (incorporated  herein by  reference  to Exhibit
                      10(q) to  Post-Effective  Amendment No. 2 to  Registrant's
                      Registration  Statement  on  Form  S-1  [Registration  No.
                      33-16948] filed on February 29, 1988).

             10(e)    Executive Supplemental Life Insurance Plan dated April 10,
                      1989 (incorporated  herein by reference from Annual Report
                      on Form 10-K for 1989 filed on March 26, 1990).

             10(f)    Employment  Agreement  between  Registrant  and  Donald E.
                      Peters dated August 16, 1989 and amended  August 19, 1992.
                      (Incorporated  herein by reference  from Annual  Report on
                      Form 10-K for 1992 filed on March 26, 1993.)

             10(g)    Employment  Agreement  between  Registrant  and  Harry  K.
                      Hammerling  dated  August 16, 1989 and amended  August 19,
                      1992. (Incorporated herein by reference from Annual Report
                      on Form 10-K for 1992 filed on March 26, 1993.)

             10(h)    Directors'   Retirement  Plan  dated  November  18,  1992.
                      (Incorporated  herein by reference  from Annual  Report on
                      Form 10-K for 1992 filed on March 26, 1993.)

             10(i)    Consulting  Agreement  between  Registrant  and  Robert S.
                      Gaiswinkler dated January 1, 1993. (Incorporated herein by
                      reference  from Annual  Report on Form 10-K for 1992 filed
                      on March 26, 1993.)

             10(j)    Deferred  Compensation  Plan and Trust,  dated  January 1,
                      1988 and amended January 1, 1993.  (Incorporated herein by
                      reference  from Annual  Report on Form 10-K for 1993 filed
                      on March 29, 1994.)

             10(k)    Employment  Agreement  between  Registrant  and  Thomas H.
                      Neuschaefer dated June 14, 1994.  (Incorporated  herein by
                      reference  from Annual  Report on Form 10-K for 1994 filed
                      on March 28, 1995.)

             10(l)    Employment  Agreement  between  Registrant  and Kenneth F.
                      Csinicsek  dated June 14,  1994.  (Incorporated  herein by
                      reference  from Annual  Report on Form 10-K for 1994 filed
                      on March 28, 1995.)

             10(m)    First  Financial  Corporation  Stock Option Plan III dated
                      April 24, 1991 and restated August 16, 1995. (Incorporated
                      herein by  reference  from annual  report on Form 10-K for
                      1995 filed on March 20, 1996.)

                                                       -18-

<PAGE>




             10(n)    First Federal Savings Bank of Rockford,  Illinois Employee
                      Stock Ownership Plan and Trust,  amended February 28, 1995
                      to  reflect  a)  adoption  by FF  Bank as  successor  plan
                      sponsor and b) related amendments  thereto.  (Incorporated
                      herein  byreference  from  annual  report on Form 10-K for
                      1995 filed on March 20, 1996.)

             10(o)    Supplemental  Executive  Retirement  Plan dated  August 1,
                      1989, and amended and restated February 22, 1996.

             11       Computation of Earnings Per Share

             13(a)    Consolidated Financial Statements

             13(b)    Management's   Discussion   and   Analysis  of   Financial
                      Condition and Results of Operations

             21       Subsidiaries  of the  Registrant  - as of the date of this
                      report, the only subsidiary of the Registrant is FF Bank.

             23       Consent  of Ernst & Young LLP for  Registration  Statement
                      No.  2-90005 as filed  with the  Securities  and  Exchange
                      Commission   ("SEC")  on  March  16,  1984,   Registration
                      Statement No.  33-17304 as filed with the SEC on September
                      17, 1987,  Post-Effective  Amendment  No. 5 to Form S-1 on
                      Form S-8 [Registration No. 33-16948] as filed with the SEC
                      on May 12, 1988,  Registration  Statement No.  33-36295 as
                      filed  with  the  SEC  on  August  9,  1990,  Registration
                      Statement No. 33-69856 as filed with the SEC on October 1,
                      1993,  Registration  Statement No. 33-51487 filed with the
                      SEC on January 13,  1994 and  Registration  Statement  No.
                      33-55823 filed with the SEC on January 27, 1995.

             27       Financial Data Schedule

       (b)      Reports on Form 8-K.

                On October 17, 1996,  the  Registrant  filed a Current Report on
                Form  8-K  with  the SEC  reporting  that  FFC had  announced  a
                six-month 5% stock repurchase program.

                On November 20, 1996, the  Registrant  filed a Current Report on
                Form 8-K with the SEC reporting that FFC had announced a 5-for-4
                stock split.

       (c)  Exhibits  to  this  Report  on Form  10-K  required  by Item  601 of
Regulation S-K are attached or incorporated herein by reference as stated in the
Index to Exhibits.

       (d) The  report  of  independent  auditors  and the  financial  statement
schedules listed in subsections (a)(1) and (2) above are filed at Exhibits 13(a)
to this Report on Form 10-K in response to the requirements of Items 8 and 14(d)
of this Report on Form 10-K.

                                      -19-

<PAGE>



                                   SIGNATURES


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

                                           FIRST FINANCIAL CORPORATION


                                           By:   /s/ John C. Seramur
                                                  -----------------------------
                                                   John C. Seramur
                                                   President
                                                   Chief Executive Officer


                                           Date: March 25, 1997


       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
<S>                                                     <C>
By:       /s/ John C. Seramur                            By:       /s/ Thomas H. Neuschaefer
       ------------------------------------                     ----------------------------
              John C. Seramur                                          Thomas H. Neuschaefer
              President                                                Vice President, Treasurer and
              Chief Executive Officer                                  Chief Financial Officer
              Director                                                 Date: March 25, 1997
              Date: March 25, 1997


                                                         By:      /s/  Robert S. Gaiswinkler
                                                                       Robert S. Gaiswinkler
                                                                       Chairman of the Board
                                                                       Director
                                                                       Date: March 25, 1997


By:       /s/ Gordon M. Haferbecker                      By:       /s/ James O. Heinecke
       -----------------------------------                      ------------------------
              Gordon M. Haferbecker                                    James O. Heinecke
              Director                                                 Director
              Date: March 25, 1997                                     Date: March 25, 1997


                                      -20-

<PAGE>





By:       /s/ Robert T. Kehr                             By:       /s/ Robert P. Konopacky
       -------------------------------------                    --------------------------
              Robert T. Kehr                                           Robert P. Konopacky
              Director                                                 Director
              Date: March 25, 1997                                     Date: March 25, 1997


By:       /s/ Dr. George R. Leach                        By:       /s/ Ignatius H. Robers
       ------------------------------------                     -------------------------
              Dr. George R. Leach                                      Ignatius H. Robers
              Director                                                 Director
              Date: March 25, 1997                                     Date: March 25, 1997


By:       /s/ John H. Sproule                            By:       /s/ Ralph R. Staven
       --------------------------------------                   ----------------------
              John H. Sproule                                          Ralph R. Staven
              Director                                                 Director
              Date: March 25, 1997                                     Date: March 25, 1997


By:      /s/ Norman L. Wanta                             By:       /s/ Arlyn G. West
       ------------------------------------                     --------------------
             Norman L. Wanta                                           Arlyn G. West
             Director                                                  Director
             Date: March 25, 1997                                      Date: March 25, 1997


</TABLE>


                                                       -21-

<PAGE>



                                  EXHIBIT INDEX

       3(a)     Articles of Incorporation of Registrant dated February 21, 1984,
                as amended,  and  restated on January  18,  1995.  (Incorporated
                herein by  reference to Exhibit 3.1 to  Pre-Effective  Amendment
                No.  1  to  Registrant's  Registration  Statement  on  Form  S-4
                [Registration No. 33-56823] filed on January 26, 1995).

       3(b)     Bylaws  of  the  Registrant,   as  amended  on  April  17,  1996
                (incorporated herein by reference to the Registrant's  Quarterly
                Report on Form 10-Q filed on August 8, 1996).

       4        Form of  Certificate  of Common  Stock  (incorporated  herein by
                reference  to  Exhibit  4.3  of  the  Registrant's  Registration
                Statement  on Form  S-1  [Registration  No.  2-88289]  filed  on
                December 7, 1983).

       10(a)    Employment  Contract of  Registrant  with John C. Seramur  dated
                January 1, 1989,  (incorporated  by reference from Annual Report
                on Form 10-K for 1989 filed on March 26, 1990).

       10(b)    Employment  Agreement between  Registrant and Robert M. Salinger
                dated August 16, 1989,  (incorporated  by reference  from Annual
                Report on Form 10-K for 1989 filed on March 26, 1990).

       10(c)    Stock  Option  Plan  of  Registrant   (incorporated   herein  by
                reference  to Exhibit 10.4 to  Amendment  No. 2 to  Registrant's
                Registration  Statement on Form S-1  [Registration  No. 2-88289]
                filed on February 14, 1984).

       10(d)    Supplemental  Executive  Profit  Sharing Plan dated December 21,
                1987  (incorporated  herein by  reference  to  Exhibit  10(q) to
                Post-Effective  Amendment  No.  2 to  Registrant's  Registration
                Statement  on Form S-1  [Registration  No. 33-  16948]  filed on
                February 29, 1988).

       10(e)    Executive  Supplemental Life Insurance Plan dated April 10, 1989
                (incorporated  herein by  reference  from Annual  Report on Form
                10-K for 1989 filed on March 26, 1990).

       10(f)    Employment  Agreement  between  Registrant  and Donald E. Peters
                dated August 16, 1989 and amended August 19, 1992. (Incorporated
                herein by  reference  from  Annual  Report on Form 10-K for 1992
                filed on March 26, 1993.)

       10(g)    Employment  Agreement between Registrant and Harry K. Hammerling
                dated August 16, 1989 and amended August 19, 1992. (Incorporated
                herein by  reference  from  Annual  Report on Form 10-K for 1992
                filed on March 26, 1993.)

       10(h)    Directors'    Retirement   Plan   dated   November   18,   1992.
                (Incorporated  herein by  reference  from Annual  Report on Form
                10-K for 1992 filed on March 26, 1993.)




<PAGE>



       10(i)    Consulting   Agreement   between   Registrant   and   Robert  S.
                Gaiswinkler  dated  January  1,  1993.  (Incorporated  herein by
                reference  from  Annual  Report on Form  10-K for 1992  filed on
                March 26, 1993.)

       10(j)    Deferred  Compensation Plan and Trust, dated January 1, 1988 and
                amended January 1, 1993.  (Incorporated herein by reference from
                Annual Report on Form 10-K for 1993 filed on March 29, 1994.)

       10(k)    Employment   Agreement   between   Registrant   and   Thomas  H.
                Neuschaefer  dated  June  14,  1994.   (Incorporated  herein  by
                reference  from  Annual  Report on Form  10-K for 1994  filed on
                March 28, 1995.)

       10(l)    Employment Agreement between Registrant and Kenneth F. Csinicsek
                dated June 14,  1994.  (Incorporated  herein by  reference  from
                Annual Report on Form 10-K for 1994 filed on March 28, 1995.)

       10(m)    First  Financial  Corporation  Stock Option Plan III dated April
                24, 1991 and restated August 16, 1995.  (Incorporated  herein by
                reference  from  annual  report on Form  10-K for 1995  filed on
                March 20, 1996.)

       10(n)    First Federal Savings Bank of Rockford,  Illinois Employee Stock
                Ownership Plan and Trust,  amended  February 28, 1995 to reflect
                a) adoption by FF Bank as successor  plan sponsor and b) related
                amendments  thereto.  (Incorporated  herein  by  reference  from
                annual report on Form 10-K for 1995 filed on March 20, 1996.)

       10(o)    Supplemental Executive Retirement Plan dated August 1, 1989, and
                amended and restated February 22, 1996.

       11       Computation of Earnings Per Share

       13(a)    Consolidated Financial Statements

       13(b)    Management's  Discussion and Analysis of Financial Condition and
                Results of Operations

       21       Subsidiaries  of the Registrant - as of the date of this report,
                the only subsidiary of the Registrant is FF Bank.

       23       Consent  of Ernst & Young  LLP for  Registration  Statement  No.
                2-90005 as filed with the  Securities  and  Exchange  Commission
                ("SEC") on March 16, 1984,  Registration  Statement No. 33-17304
                as filed  with the SEC on  September  17,  1987,  Post-Effective
                Amendment  No.  5 to Form  S-1 on  Form  S-8  [Registration  No.
                33-16948]  as filed with the SEC on May 12,  1988,  Registration
                Statement No.  33-36295 as filed with the SEC on August 9, 1990,
                Registration  Statement  No.  33-69856  as filed with the SEC on
                October 1, 1993,  Registration Statement No. 33-51487 filed with
                the SEC on  January  13,  1994 and  Registration  Statement  No.
                33-55823 filed with the SEC on January 27, 1995.

       27       Financial Data Schedule