UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended June 30, 1997
                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _____________________ to _______________

                         Commission file number 0-22034

                               WOOD BANCORP, INC.
--------------------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

          Delaware                                     34-1742860
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   124 East Court, Bowling Green, Ohio                    43402-2259
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (419) 352-3502

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item  405 of  Regulation  S-B  contained  herein,  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. [ ]

State the issuer's revenues for its most recent fiscal year:  $13,219,894.
<PAGE>
         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant,  computed by  reference  to the average of the bid and asked
prices of such stock on the Nasdaq Stock Market as of  September  15, 1997,  was
$37,339,232.  (The  exclusion from such amount of the market value of the shares
owned by any person shall not be deemed an admission by the registrant that such
person is an affiliate of the registrant.)

         As of September 15, 1997,  there were issued and outstanding  2,118,538
shares of the Registrant's  Common Stock (including  85,374 shares of restricted
stock issued pursuant to the Registrant's Recognition and Retention Plan).

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part II of Form 10-KSB - Annual Report to Stockholders for the
                        fiscal year ended June 30, 1997.

            Part III of Form 10-KSB - Proxy Statement for 1997 Annual
                            Meeting of Stockholders.

         Transitional Small Business Disclosure Format: YES [ ] NO [ X ]
<PAGE>
                                     PART I

Item 1.  Description of Business

General

         Wood Bancorp,  Inc. (the "Company") is a Delaware corporation which was
formed at the direction of First Federal Bank ("First Federal" or the "Bank") in
May 1993 for the purpose of becoming  the  savings and loan  holding  company of
First Federal (the "Conversion"). At June 30, 1997, the Company had total assets
of $163.9 million, deposits of $120.5 million, and shareholder's equity of $20.2
million.  All  references  to the Company at or before  August 31, 1993 refer to
First Federal.

         First  Federal  is  a  federally   chartered  stock  savings  and  loan
association  headquartered in Bowling Green,  Ohio. First Federal was originally
organized  in  1923 as a state  chartered  savings  institution  and,  in  1937,
converted to a federal savings and loan association. First Federal has been, and
intends to continue to be, a community-oriented financial institution offering a
variety of financial  services to meet the needs of the  communities  it serves.
The Bank  attracts  deposits  from the  general  public and uses such  deposits,
together  with  borrowings  and other funds,  to originate  one- to  four-family
residential  mortgage  loans  and  short-term  consumer  loans.  The  Bank  also
originates  residential  construction  loans in its market  area and  commercial
loans and loans secured by multi-family and non-residential real estate. At June
30, 1997,  substantially all of the Bank's real estate mortgage loans (excluding
mortgage-backed  securities)  and consumer  loans were secured by  properties or
collateral located in northwest Ohio. See generally "Lending Activities."

         The Bank also invests in mortgage-backed  securities, most of which are
insured or  guaranteed by federal  agencies as well as securities  issued by the
U.S. government or agencies thereof. See "Investment Activities."

         Like all federally  chartered  savings  associations,  First  Federal's
operations are regulated by the Office of Thrift Supervision (the "OTS").  First
Federal is a member of the Federal Home Loan Bank System  ("FHLB  System") and a
stockholder  in the Federal Home Loan Bank ("FHLB") of  Cincinnati.  The Bank is
also a member of the Savings Association Insurance Fund ("SAIF") and its deposit
accounts are insured up to applicable  limits by the Federal  Deposit  Insurance
Corporation ("FDIC"). See "Regulation."

         The Bank's  revenues are derived  primarily  from  interest on mortgage
loans, consumer and commercial loans,  mortgage-backed securities,  investments,
income  from  service  charges,  and loan  origination  fees.  The Bank does not
originate loans to fund leveraged buyouts,  has no loans to foreign corporations
or governments and is not engaged in land development or construction activities
through joint ventures or subsidiaries.

         The Bank  offers a variety of deposit  accounts  having a wide range of
interest rates and terms, which generally include passbook accounts,  NOW, money
market checking and regular  checking  accounts,  and certificate  accounts with
terms of 91 days to 60  months.  The Bank  primarily  solicits  deposits  in its
primary  market area and does not accept  brokered  deposits.  However,  in June
1997,  the Bank began  using a national  listing  service to attract  additional
deposits.

Market Area

         The main office of the Bank is located in Bowling Green, Ohio, which is
located in Wood County,  Ohio. The Bank operates  seven offices:  two in Bowling
Green, and one in each of Grand Rapids, North Baltimore, Rossford, Woodville and
Pemberville.  All branches are located in Wood County with the  exception of the
Woodville  branch,  which is located  four miles  from Wood  County in  Sandusky
County, Ohio. The Bank considers Wood County its primary market area.


         Wood County is located in northwest Ohio. Toledo, Ohio, 20 miles to the
north, is a major midwest  industrial  city with a commercial  airport served by
major  airlines  and  several  commuter  affiliates.  Wood  County  has a  mixed
agricultural  and  industrial  economy.  Wood County is also the home of Bowling
Green  State   University,   a  four-year  public   undergraduate  and  graduate
institution.

         The  executive  offices of the  Company  are  located at 124 East Court
Street,  Bowling  Green,  Ohio  43402-2259  and its  telephone  number  is (419)
352-3502.  Unless the context otherwise  requires,  all references herein to the
Bank or the Company include the Company and the Bank on a consolidated basis.

Lending Activities

         General.  Historically,  the Bank primarily originated fixed-rate, one-
to four-family  mortgage loans.  In the early 1980s,  the Bank began to focus on
the origination of  adjustable-rate  one- to four-family  mortgage ("ARM") loans
and short-term consumer and other loans for retention in its portfolio, in order
to increase  the  percentage  of loans with more  frequent  repricing or shorter
maturities,  and  in  some  cases  higher  yields,  than  fixed-rate,   one-  to
four-family  mortgage  loans.  While the Bank's current loan portfolio  consists
mainly of ARM loans and  short-term  consumer  loans,  in 1993 the Bank began to
originate  fixed-rate mortgage loans in response to customer demand. Under First
Federal's  current  policy,  virtually  all  fixed-rate  loans  are  sold in the
secondary market. See also "- One- to Four-Family  Residential Mortgage Lending"
and "Originations, Purchases, Sales and Servicing of Loans."

         The Bank also originates  consumer (including  automobile),  commercial
and multi-family real estate,  commercial business, and residential construction
loans  in its  primary  market  area.  At June 30,  1997,  the  Bank's  net loan
portfolio totaled $131.3 million.

         The aggregate  amount of loans that the Bank is permitted to make under
applicable federal regulations to any one borrower,  including related entities,
or the aggregate amount that the Bank could have invested in any one real estate
project is  generally  the greater of 15% of  unimpaired  capital and surplus or
$500,000. See "Regulation - Federal Regulation of Savings Associations." At June
30, 1997,  the maximum amount which the Bank could have lent to any one borrower
and the borrower's related entities was approximately $2.1 million.  At June 30,
1997,  the Bank had no loans with  outstanding  balances to any one borrower (or
related entities) in excess of this amount. The principal balance of the largest
amount  outstanding  to any one  borrower,  or group of related  borrowers,  was
approximately $1.4 million at June 30, 1997. The Bank may discontinue, adjust or
create new lending programs to respond to its needs and to competitive factors.
<PAGE>
         Loan  Portfolio  Composition.  The following  information  presents the
composition  of the Bank's loan  portfolio in dollar  amounts and in percentages
(before  deductions  for  loans in  process,  deferred  fees and  discounts  and
allowances for losses) as of the dates indicated.
<TABLE>
<CAPTION>
                                                                              Year Ended June 30,
                                                    ------------------------------------------------------------------------

                                                            1997                     1996                      1995
                                                    ------------------------------------------------------------------------

                                                    Amount       Percent      Amount       Percent      Amount       Percent
                                                    ------       -------      ------       -------      ------       -------
                                                                             (Dollars in thousands)

<S>                                                 <C>           <C>        <C>          <C>        <C>           <C>    
Real Estate Loans:
 One- to four-family ........................       $ 93,538       69.63%    $ 85,387      73.43%    $ 88,923       78.72%
 Secured by other properties(1) .............          7,296        5.43        4,813       4.14        4,189        3.71
 Construction loans .........................          4,516        3.36        6,397       5.50        3,865        3.42
 Home equity ................................          8,335        6.20        4,112       3.54        2,838        2.51
                                                    --------      ------     --------     ------     --------      ------
     Total real estate loans ................        113,685       84.62      100,709      86.61       99,815       88.36

Other Loans:
 Consumer Loans:
  Automobile ................................          7,696        5.73        7,013       6.03        6,927        6.13
  Other .....................................          4,925        3.67        4,462       3.84        3,686        3.27
                                                    --------      ------     --------     ------     --------      ------
     Total consumer loans ...................         12,621        9.40       11,475       9.87       10,613        9.40
                                                    --------      ------     --------     ------     --------      ------
 Commercial business loans ..................          8,035        5.98        4,098       3.52        2,534        2.24
                                                    --------      ------     --------     ------     --------      ------
     Total other loans ......................         20,656       15.38       15,573      13.39       13,147       11.64
                                                    --------      ------     --------     ------     --------      ------
     Total loans ............................        134,341      100.00%     116,282     100.00%     112,962      100.00%
                                                    --------      ------     --------     ------     --------      ------

Less:
 Loans in process............................          2,246                    4,104                   1,526
 Deferred origination fees, net..............            201                      209                     209
 Allowance for losses........................            576                      513                     410
                                                    --------                 --------                --------
     Total loans receivable, net.............       $131,318                 $111,456                $110,817
                                                    ========                 ========                ========
</TABLE>

(1)  Includes  multi-family,  commercial real estate,  land lot and agricultural
     loans.
<PAGE>
         The following  table shows the composition of the Bank's loan portfolio
by fixed and adjustable rates at the dates indicated.
<TABLE>
<CAPTION>
                                                                              Year Ended June 30,
                                                 -----------------------------------------------------------------------------------
                                                            1997                      1996                      1995
                                                 -----------------------------------------------------------------------------------
                                                     Amount        Percent        Amount        Percent        Amount       Percent
                                                     ------        -------        ------        -------        ------       -------
                                                                             (Dollars in thousands)
<S>                                                 <C>            <C>           <C>            <C>           <C>            <C>
Fixed-Rate Loans:
 Real estate:
  One- to four-family .......................       $  9,892         7.37%       $ 13,355        11.48%       $ 12,548        11.11%
  Secured by other properties(1) ............            703          .52           2,198         1.89           1,497         1.32
                                                    --------       ------        --------       ------        --------       ------
    Total ...................................         10,595         7.89          15,553        13.37          14,045        12.43
  Home equity and consumer ..................         12,842         9.56          11,965        10.29          10,740         9.51
  Commercial business .......................          3,363         2.50           3,181         2.74           1,487         1.32
                                                    --------       ------        --------       ------        --------       ------
    Total fixed-rate loans ..................         26,800        19.95          30,699        26.40          26,272        23.26

Adjustable-Rate Loans:
 Real estate:
  One- to four-family .......................         83,646        62.26          72,032        61.95          76,375        67.61
  Secured by other properties(1) ............          6,593         4.91           2,615         2.25           2,692         2.38
  Construction ..............................          4,516         3.36           6,397         5.50           3,865         3.42
                                                    --------       ------        --------       ------        --------       ------
    Total ...................................         94,755        70.53          81,044        69.70          82,932        73.41
  Home equity and consumer ..................          8,114         6.04           3,622         3.11           2,711         2.40
  Commercial business .......................          4,672         3.48             917          .79           1,047          .93
                                                    --------       ------        --------       ------        --------       ------
    Total adjustable-rate loans .............        107,541        80.05          85,583        73.60          86,690        76.74
                                                    --------       ------        --------       ------        --------       ------
    Total loans .............................        134,341       100.00%        116,282       100.00%        112,962       100.00%
                                                    --------       ------        --------       ------        --------       ------

Less:
 Loans in process................................      2,246                        4,104                        1,526
 Deferred fees and discounts.....................        201                          209                          209
 Allowance for loan losses.......................        576                          513                          410
                                                    --------                     --------                     --------
    Total loans receivable, net..................   $131,318                     $111,456                     $110,817
                                                    ========                     ========                     ========
</TABLE>
(1) Includes  multi-family,  commercial real estate,  land lot and  agricultural
loans.

<PAGE>
         The following schedule sets forth certain  information at June 30, 1997
regarding the net dollar amount of loans maturing in First Federal's  portfolio,
based on  contractual  terms to  maturity.  The  schedule  does not  reflect the
effects of possible prepayments or enforcement of due-on-sale clauses.
<TABLE>
<CAPTION>
         Due During 
        Years Ending                                                                                    Consumer
          June 30,                   Real Estate(1)(4)     Commercial             Construction(2)       and Other          Total
          --------                   --------------        ----------             ---------------       ---------          -----
                                                                  (Dollars in Thousands)
<S>                                    <C>                  <C>                       <C>               <C>             <C>     
1998(3).....................         $      241            $ 1,805                    $4,516            $ 2,704           $9,266
1999........................                148              1,834                       ---              1,780            3,762
2000........................                563              1,305                       ---              2,793            4,661
2001 and 2002...............              2,202                973                       ---              4,909            8,084
2003 to 2012 ...............             34,261              2,059                       ---                394           36,714
2013 and
 following..................             71,754                 59                       ---                 41           71,854
                                       --------             ------                    ------            -------         --------
                                       $109,169             $8,035                    $4,516            $12,621         $134,341
                                       ========             ======                    ======            =======         ========
</TABLE>

(1)      Includes one- to  four-family,  multi-family,  commercial  real estate,
         land lot, agricultural and home equity loans.

(2)      Construction  loans are written for a nine month  construction  period,
         with interest only payments due monthly. At the end of the construction
         period the loan  automatically  converts to a monthly payment,  30-year
         permanent loan.

(3)      Includes  demand loans,  loans having no stated  maturity and overdraft
         loans.

(4)      Home equity loans  totaling $8.3 million do not have a stated  payment.
         The borrower is billed 1% of the outstanding balance monthly.

         At June 30,  1997,  the total  amount of loans due after June 30,  1998
which  have  predetermined  interest  rates was $22.8  million,  while the total
amount of loans due after such date which have floating or  adjustable  interest
rates was $102.2 million.

         One- to Four-Family  Residential  Mortgage  Lending.  Residential  loan
originations  of this type are generated by the Bank's  marketing  efforts,  its
present  customers,  walk-in customers and referrals from real estate agents and
builders.  The Bank focuses its lending efforts  primarily on the origination of
loans  secured  by  first  mortgages  on  owner-occupied,  one-  to  four-family
residences.  At June  30,  1997,  the  Bank's  one- to  four-family  residential
mortgage loans totaled  approximately  $93.5 million,  or approximately 69.6% of
the Bank's total gross loan  portfolio.  Of this portfolio,  approximately  $5.2
million  constituted loans secured by one- to four-family  residential  property
that is rented.

         The Bank currently  offers  fixed-rate or ARM payment loans. The Bank's
one- to four-family  residential  mortgage  originations are secured by property
located in its market and surrounding areas.

         The Bank currently offers one and three year ARM loans with an interest
rate margin over the one and three year Treasury rates.  These loans provide for
a 200 basis  point  annual  interest  rate cap and a  lifetime  cap of 600 basis
points  over  the  initial  rate.  The  Bank's  ARMs  do  not  permit   negative
amortization  of  principal.  The Bank  qualifies  one year ARM borrowers on the
maximum  second year rate and three year ARM  borrowers on the initial rate plus
100 basis points.

         Interest  rates  charged  on  fixed-rate  and  adjustable-rate  one- to
four-family   mortgage  loans  are  competitively  priced  according  to  market
conditions.  Residential  loans generally do not include  prepayment  penalties.
During the last four fiscal years,  the Bank has not  purchased  any loans.  See
"Originations, Purchases, Sales and Servicing of Loans."

         In  underwriting  one- to  four-family  residential  real estate loans,
First Federal evaluates both the borrower's ability to make monthly payments and
the value of the property securing the loan. Currently, virtually all properties
securing real estate loans made by First  Federal are  appraised by  independent
fee appraisers  approved and qualified by the Board of Directors.  First Federal
generally  requires  borrowers to obtain an  attorney's  title  opinion or title
insurance,  and fire and  property  insurance  (including  flood  insurance,  if
necessary) in an amount not less than the amount of the loan.  Real estate loans
originated by the Bank generally contain an option "due on sale" clause allowing
the Bank the option to declare the unpaid principal balance due and payable upon
the sale of the security property.

         Consumer  Lending.  First Federal offers a variety of secured  consumer
loans,  including  automobile  and  truck,  motorcycle,  boat  and  recreational
vehicle,  home  equity,  home  improvement  loans and loans  secured  by savings
deposits. In addition, First Federal offers other secured and unsecured consumer
loans,  including  an  overdraft  checking  line-of-credit.  The Bank  currently
originates  substantially  all of its consumer  loans in its primary market area
and surrounding areas. The Bank originates  consumer loans primarily on a direct
basis,  by extending  credit directly to the borrower.  Indirect loans,  such as
those  involving  the  purchase of loan  contracts  from  retailers  of goods or
services  which have  extended  credit to their  customers,  are also made, to a
lesser extent. Typically,  automobile loans are made for up to 60 months for new
vehicles,  and  up  to  48  months  for  used  vehicles.  Used  vehicle  lending
predominates  over new vehicle lending.  Almost all consumer loans are made on a
fixed-rate basis,  except for home equity loans,  which are either fixed-rate or
tied to one year Treasury rates.

         Consumer  loans may  entail  greater  credit  risk than do  residential
mortgage  loans,  particularly in the case of consumer loans which are unsecured
or are  secured by rapidly  depreciable  assets,  such as  automobiles.  In such
cases, any repossessed  collateral for a defaulted consumer loan may not provide
an adequate source of repayment of the  outstanding  loan balance as a result of
the greater likelihood of damage,  loss or depreciation.  In addition,  consumer
loan collections are dependent on the borrower's continuing financial stability,
and thus are more  likely to be  affected  by  adverse  personal  circumstances.
Furthermore,  the  application  of various  federal  and state  laws,  including
bankruptcy and  insolvency  laws, may limit the amount which can be recovered on
such loans.  Consumer  loan terms also vary  according  to the type and value of
collateral, length of contract and creditworthiness of the borrower. At June 30,
1997,  $221,000,  or  approximately  1.75% of the consumer loan  portfolio,  was
delinquent 30 days or more.  There can be no assurance that  delinquencies  will
not increase in the future.

         At June 30, 1997,  the Bank's  consumer  loan  portfolio  totaled $12.6
million, or 9.4% of its gross loan portfolio.  Of the consumer loan portfolio at
June  30,  1997,   approximately  94.46%  were  short-  and   intermediate-term,
fixed-rate loans and 5.54% were adjustable-rate loans.

         The  largest  component  of First  Federal's  consumer  loan  portfolio
consists of automobile  loans. At June 30, 1997,  automobile  loans totaled $7.7
million,  or  approximately  60.97% and 5.73%,  of the Bank's consumer and gross
loan portfolios, respectively.

         Loans secured by deposit accounts at the Bank are generally  originated
for up to 90%  of  the  account  balance  with  a  hold  placed  on the  account
restricting  the  withdrawal of the account  balance.  The interest rate on such
loans is from 100 to 300 basis points above the deposit contract rate.

         The  underwriting  standards  employed by the Bank for  consumer  loans
include an application,  a determination  of the applicant's  payment history on
other  debts and an  assessment  of ability  to meet  existing  obligations  and
payments on the proposed loan.  Although  creditworthiness of the applicant is a
primary  consideration,  the underwriting  process also includes a comparison of
the value of the security, if any, in relation to the proposed loan amount.

         Construction  Lending.  The Bank  engages  in  construction  lending to
individuals for the  construction of their residences as well as to builders for
the  construction of  single-family  homes and other types of real estate in the
Bank's primary market area and surrounding areas. At June 30, 1997, the Bank had
$4.5 million of gross  construction  loans,  most of which were to borrowers who
intended to live in the properties  upon completion of  construction.  Currently
all of the Bank's construction loans have adjustable rates of interest.

         Construction  loans for residences  are  structured as permanent  loans
with  interest  only  payable  for  up to  the  first  nine  months  during  the
construction  phase.  Construction  loans are underwritten  pursuant to the same
guidelines used for originating permanent real estate loans.

         Construction  lending is generally considered to involve a higher level
of credit risk than permanent one- to four-family  residential  lending,  due to
the concentration of principal in a limited number of loans and borrowers and/or
the effects of general economic conditions on development projects,  real estate
developers,  managers or homebuilders. In addition, the nature of these loans is
such that they are more  difficult to evaluate  and monitor.  The Bank's risk of
loss on a  construction  loan is  dependent  largely  upon the  accuracy  of the
initial  estimate of the property's value upon completion of the project and the
estimated  cost  (including  interest) of the project.  If the estimate of value
proves to be inaccurate, the Bank may be confronted, at or prior to the maturity
of the loan,  with a project having a value which is insufficient to assure full
repayment.  When loan payments  become due,  borrowers may experience  cash flow
from the property  which is not adequate to service  total debt.  In such cases,
the Bank may be  required  to modify  the  terms of the  loan.  The Bank has not
experienced a loss on this portfolio during the last four years.

         Commercial  and  Multi-Family  Real Estate  Lending.  The Bank has also
engaged in limited  commercial and multi-family  real estate lending in the Wood
County  market  area.  At  June  30,  1997,  all of the  Bank's  commercial  and
multi-family  real estate loan  portfolio was secured by  properties  located in
Ohio.

         Loans secured by commercial and multi-family real estate properties are
generally  larger  and  involve  a greater  degree  of credit  risk than one- to
four-family  residential  mortgage loans.  Because  payments on loans secured by
commercial  real  estate  properties  are  often  dependent  on  the  successful
operation  or  management  of the  properties,  repayment  of such  loans may be
subject to adverse  conditions in the real estate market or the economy.  If the
cash flow from the project is reduced (for  example,  if leases are not obtained
or renewed), the borrower's ability to repay the loan may be impaired.

         The Bank's  commercial and  multi-family  real estate loan portfolio is
secured  primarily  by  apartment  buildings  and,  to a lesser  extent,  office
buildings,  hotels,  restaurants,  retail stores,  multi-family  real estate and
churches.  Commercial and  multi-family  real estate loans  generally have terms
that do not exceed 25 years. The Bank has a variety of rate adjustment  features
and other terms in its commercial and  multi-family  real estate loan portfolio.
Generally, the loans are made in amounts up to 75% of the appraised value of the
security  property.  Commercial  real estate  loans  provide for a margin over a
designated  index which is generally the one year  Treasury bill rate.  The Bank
currently  analyzes the  financial  condition of the  borrower,  the  borrower's
credit  history,  and  the  reliability  and  predictability  of the  cash  flow
generated  by the  property  securing  the loan.  In addition to the  collateral
securing  the loan,  the Bank  generally  requires  personal  guaranties  of the
borrowers.  Appraisals  on  properties  securing  commercial  real estate  loans
originated by the Bank are performed by independent appraisers.

         Commercial  Business  Lending.  The  Bank  also  originates  commercial
business loans. At June 30, 1997,  approximately  $8.0 million,  or 5.98% of the
Bank's total gross loan portfolio, was comprised of commercial business loans.

         Unlike  residential  mortgage  loans,  which  generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income and which are secured by real property whose value tends to be more
easily ascertainable,  commercial business loans typically are made on the basis
of the borrower's ability to make repayment from the cash flow of the borrower's
business. As a result, the availability of funds for the repayment of commercial
business  loans may be  substantially  dependent  on the success of the business
itself  (which,  in turn,  is likely to be dependent  upon the general  economic
environment).  The Bank's commercial business loans are usually, but not always,
secured by real estate or business assets.  However, the collateral securing the
loans may  depreciate  over time, may be difficult to appraise and may fluctuate
in value based on the success of the business.  At June 30, 1997,  $164,000,  or
approximately 2.04%, of the commercial business loan portfolio was delinquent 30
days or more.

         First Federal's commercial business lending policy includes credit file
documentation  and analysis of the borrower's  character,  capacity to repay the
loan,  the  adequacy  of the  borrower's  capital and  collateral  as well as an
evaluation of conditions  affecting  the  borrower.  Analysis of the  borrower's
past,  present  and  future  cash  flows is also an  important  aspect  of First
Federal's current credit analysis.  Nonetheless,  there are generally  increased
credit risks associated with commercial business lending.

         Management anticipates that this segment of the Bank's portfolio, which
consists of inventory,  receivable and working capital loans,  may increase over
the foreseeable future to levels  approximating ten percent of total gross loans
outstanding.

Originations, Purchases, Sales and Servicing of Loans

         Real estate loans are generally  originated by First Federal's staff of
salaried  loan  officers.  The Bank  presently has three  commission-based  loan
officers  as part of its  effort  to  increase  loan  origination  volume.  Loan
applications  are taken and  processed  in the  branches  and main office of the
Bank.

         While the Bank originates both  adjustable-rate  and fixed-rate  loans,
its ability to originate  loans is dependent upon the relative  customer  demand
for loans in its market. Demand is affected by the interest rate environment.

         In fiscal 1997, the Bank originated $71.4 million of loans, compared to
$60.6 million in fiscal 1996. In fiscal 1997, $39.2 million of loans were repaid
compared with $38.8 million in 1996.

         When loans are sold by the Bank,  the Bank  retains the  responsibility
for collecting and remitting loan payments,  making certain that real estate tax
payments are made on behalf of borrowers, and otherwise servicing the loans. The
Bank receives a servicing fee for performing  these services.  The servicing fee
is recognized as income over the life of the loans.  The Bank services  mortgage
loans that it originated  and sold amounting to  approximately  $32.4 million at
June 30, 1997. See also Note 1 of the Notes to Consolidated Financial Statements
in the Annual Report to  Stockholders  filed herewith as Exhibit 13 (the "Annual
Report").

         In periods of economic  uncertainty,  the Bank's  ability to  originate
large  dollar  volumes  of real  estate  loans may be  substantially  reduced or
restricted,  with a resultant  decrease in related loan origination  fees, other
fee income and operating earnings. In addition, the Bank's ability to sell loans
may substantially decrease as potential buyers (principally government agencies)
reduce their purchasing activities. The Bank will make fixed-rate loans for sale
in the secondary market as demand dictates.
<PAGE>
         The following table shows the loan origination,  purchase and repayment
activities of the Bank for the periods indicated.
<TABLE>
<CAPTION>
                                                                               Year Ended June 30,
                                                                    ----------------------------------------
                                                                      1997            1996            1995
                                                                    -------          -------         -------
                                                                                 (In thousands)
<S>                                                                 <C>              <C>             <C>    
Originations by type:
 Adjustable-rate............................................        $46,948          $29,597         $23,183
 Fixed-rate.................................................         24,455           31,005          16,932
                                                                    -------          -------         -------
         Total loans originated.............................         71,403           60,602          40,115

Purchases:
 Total loans purchased......................................            ---              ---             ---

Sales and Repayments:
 Total loans sold...........................................         14,111           18,497           3,026
 Principal repayments.......................................         39,233           38,785          27,517
                                                                    -------          -------         -------
         Total increase.....................................         18,059            3,320           9,572

 (Increase) decrease in other items,
  net.......................................................          1,803          (2,681)             740
                                                                    -------          -------         -------
         Net increase.......................................        $19,862          $   639         $10,312
                                                                    =======          =======         =======
</TABLE>

Non-Performing Assets and Classified Assets

         Generally,  when a borrower  fails to make a  required  payment on real
estate secured loans and consumer loans within 20 days after the payment is due,
the Bank  institutes  collection  procedures  by  mailing a  computer  generated
delinquency  notice.  The customer is contacted  again,  by notice or telephone,
when the  payment  is 30 days  past due and 60 days  past  due.  In most  cases,
delinquencies are cured promptly;  however,  if a loan secured by real estate or
other  collateral  has been  delinquent for more than 60 days, a final letter is
sent demanding  payment.  The customer is requested to acknowledge the status of
the loan and to make  arrangements  to bring the loan current.  If  satisfactory
arrangements are not made, a personal visit may be made to initiate repossession
on  collateral  for consumer  loans.  At 90 days past due, a 30-day  foreclosure
notice  is  sent,  and if the  loan is 120  days  overdue,  unless  satisfactory
arrangements have been made,  immediate  repossession or foreclosure  procedures
will commence.
<PAGE>
         The  following  table  sets  forth  information  concerning  delinquent
mortgage and other loans at June 30, 1997. The amounts  presented  represent the
total remaining  principal balances of the related loans, rather than the actual
payment amounts which are overdue.
<TABLE>
<CAPTION>
                                                                             Loans Delinquent For:
                                  --------------------------------------------------------------------------------------------------
                                               30-59 Days                         60-89 Days                       90 Days and Over
                                  --------------------------------------------------------------------------------------------------
                                                          Percent                            Percent                        Percent
                                                          of Loan                            of Loan                        of Loan
                                    Number    Amount     Category     Number     Amount     Category    Number   Amount    Category
                                  --------------------------------------------------------------------------------------------------
                                                                            (Dollars in Thousands)
<S>                                  <C>    <C>              <C>        <C>      <C>             <C>      <C>     <C>        <C>
Real Estate:
  One- to four-family............     36     $1,661           1.8%        6       $214            .2%      10      $330       .4%
   Home equity...................     19        233           2.8         3         54            .6      ---       ---      --
  Secured by other properties....    ---        ---          ---          1         37          ---       ---       ---      --
  Commercial.....................      3         29            .4         1        111           1.4        1        24       .3
  Consumer.......................     33        161           1.3         9         42            .3        4        17       .1
                                     ---      -----        ------      ----      -----         -----    -----     -----      ---

     Total.......................     91     $2,084           1.6%       20       $458            .3%      15      $371       .3%
                                     ===     ======           ===       ===       ====         =====     ====      ====      ===
</TABLE>

         There were no delinquent construction loans at June 30, 1997. The ratio
of delinquent loans to total loans (net), was 2.22% at June 30, 1997.
<PAGE>
         The table below sets forth the amounts and categories of non-performing
assets in the Bank's loan portfolio. Loans are placed on non-accrual status when
the  collection  of  principal  and/or  interest  become   seriously   doubtful.
Foreclosed assets include assets acquired in settlement of loans.
<TABLE>
<CAPTION>
                                                          Year Ended June 30,
                                                       ------------------------
                                                       1997      1996      1995
                                                       ----      ----      ----
                                                         (Dollars in Thousands)
<S>                                                    <C>         <C>         <C>  
Non-accruing loans:
  One- to four-family ............................     $--       $--       $--
  Secured by other ...............................      --         28        28
  Construction ...................................      --        --        --
  Consumer .......................................      --          2       --
  Commercial business ............................      --        --        --
                                                       ----      ----      ----
     Total .......................................      --         30        28
                                                       ----      ----      ----

Accruing loans delinquent more than 90 days:
  One- to four-family ............................      330       116       262
  Secured by other ...............................      --         39       --
  Construction ...................................      --        --        --
  Consumer .......................................       17        30        35
  Commercial business ............................       24       --        --
                                                       ----      ----      ----
     Total .......................................      371       185       297
                                                       ----      ----      ----

Foreclosed assets:
  One- to four-family ............................      --        --        --
  Secured by other ...............................       30        30        30
  Construction ...................................      --        --        --
  Consumer .......................................      --        --        --
  Commercial business ............................      --        --        --
                                                       ----      ----      ----
     Total .......................................       30        30        30
                                                       ----      ----      ----

Total non-performing assets(1) ...................     $401      $245      $355
                                                       ====      ====      ====
Total as a percentage of total
 assets ..........................................      .24%     0.17%     0.26%
                                                       ====      ====      ====
</TABLE>

(1)      In addition,  the Bank had one troubled debt  restructuring at June 30,
         1996 and 1995 with a balance  at those  dates of $62,524  and  $63,187,
         respectively.

         For the year ended June 30, 1997 gross interest income which would have
been recorded had the non-accruing  loans and troubled debt  restructuring  been
current in accordance with their original terms amounted to approximately  $758.
None of such amount was  included in interest  income on such loans for the year
ended June 30, 1997.

         As of June 30,  1997,  there were no other  loans not  included  on the
table or  discussed  above where known  information  about the  possible  credit
problems of borrowers caused  management to have doubts as to the ability of the
borrower to comply with  present  loan  repayment  terms and which may result in
disclosure of such loans in the future.

         Classified Assets.  Federal  regulations provide for the classification
of loans and other assets such as debt and equity  securities  considered by the
OTS to be of lesser quality as "substandard,"  "doubtful" or "loss." An asset is
considered  "substandard"  if it is  inadequately  protected  by the current net
worth and paying capacity of the obligor or of the collateral  pledged,  if any.
"Substandard"  assets include those characterized by the "distinct  possibility"
that the savings  association  will sustain "some loss" if the  deficiencies are
not  corrected.  Assets  classified  as  "doubtful"  have all of the  weaknesses
inherent in those classified  "substandard," with the added  characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable."  Assets  classified as "loss" are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment of a specific loss reserve is not warranted.

         When  a  savings  association   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets.  When a savings  association  classifies
problem  assets as  "loss,"  it is  required  either  to  establish  a  specific
allowance for losses equal to 100% of that portion of the asset so classified or
to  charge-off  such  amount.   An   association's   determination   as  to  the
classification  of its  assets  and the amount of its  valuation  allowances  is
subject to review by the  association's  District  Director at the  regional OTS
office,  who may order the establishment of additional  general or specific loss
allowances.

         In connection with the filing of its periodic  reports with the OTS and
in accordance  with its  classification  of assets  policy,  the Bank  regularly
reviews  the loans in its  portfolio  to  determine  whether  any loans  require
classification  in  accordance  with  applicable  regulations.  On the  basis of
management's  review of its assets,  at June 30, 1997, the Bank had classified a
total of $1.1 million of its assets as substandard, none as doubtful and $63,386
as loss.

         At June 30, 1997,  total classified  assets comprised $1.2 million,  or
8.61% of the Bank's capital, or .75% of the Bank's total assets.

         Allowance for Loan Losses. The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the risk
inherent in its loan  portfolio and changes in the nature and volume of its loan
activity.  Such  evaluation,  which  includes  a review of loans for which  full
collectibility may not be reasonably assured, considers among other matters, the
estimated  fair  value  of  the  underlying  collateral,   economic  conditions,
historical  loan loss  experience and other factors that warrant  recognition in
providing for an adequate loan allowance.

         Real estate  properties  acquired  through  foreclosure are recorded at
fair  value,  less  estimated  costs  to  sell.  If fair  value  at the  date of
foreclosure is lower than the balance of the related loan,  the difference  will
be  charged-off  to the  allowance  at the  time  of  transfer.  Valuations  are
periodically  updated  by  management  and if the  value  declines,  a  specific
provision for losses on such property is established by a charge to operations.

         Although   management  believes  that  it  uses  the  best  information
available to determine the allowances, unforeseen market conditions could result
in adjustments and net earnings could be significantly affected if circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determination.  Future additions to the Bank's  allowances will be the result of
periodic loan,  property and collateral  reviews and thus cannot be predicted in
advance.  At June 30, 1997,  the Bank had a total  allowance  for loan losses of
$575,985 or .44% of total loans  receivable,  net. See also Notes 1 and 3 of the
Notes to Consolidated Financial Statements in the Annual Report.
<PAGE>

         The following table sets forth an analysis of the Bank's  allowance for
loan losses for the periods indicated.
<TABLE>
<CAPTION>
                                                        Year Ended June 30,
                                                   ----------------------------
                                                   1997        1996        1995
                                                   ----        ----        ----
                                                      (Dollars in Thousands)
<S>                                                <C>         <C>         <C> 
Balance at beginning of period .............       $513        $409        $351

Charge-offs:
  One- to four-family ......................        --          --          --
  Secured by other properties ..............         58         --          --
  Construction .............................        --          --          --
  Consumer .................................         32          17           2
                                                   ----        ----        ----
     Total charge-offs .....................         90          17           2
                                                   ----        ----        ----
Recoveries:
  One- to four-family ......................        --          --          --
  Secured by other properties ..............         23         --          --
  Construction .............................        --          --          --
  Consumer .................................         10           1         --
                                                   ----        ----        ----

     Total recoveries ......................         33           1         --
                                                   ----        ----        ----

Net charge-offs ............................         57          16           2

Additions charged to operations ............        120         120          60
                                                   ----        ----        ----
Balance at end of period ...................       $576        $513        $409
                                                   ====        ====        ====

Ratio of net charge-offs during the
 period to average loans outstanding
 during the period .........................        .05%        .02%       ---%
                                                   ====        ====        ====

Ratio of allowance to non-performing
 loans .....................................       155.26%     238.60%     126.08%
                                                   ====        ====        ====
</TABLE>
<PAGE>
     The  distribution of the Bank's  allowance for losses on loans at the dates
indicated is summarized as follows:
<TABLE>
<CAPTION>
                                                                           Year Ended June 30,
                                             ---------------------------------------------------------------------------------
                                                        1997                       1996                       1995
                                             ---------------------------------------------------------------------------------
                                                             Percent                    Percent                    Percent
                                                            of Loans                   of Loans                   of Loans
                                                             in Each                    in Each                    in Each
                                                            Category                   Category                   Category
                                                            to Total                   to Total                   to Total
                                                Amount        Loans        Amount        Loans        Amount        Loans
                                                ------        -----        ------        -----        ------        -----
                                                                          (Dollars in Thousands)
<S>                                             <C>          <C>           <C>          <C>           <C>          <C>    
One- to four-family.........................    $100          69.63%       $102          73.43%       $ 60          78.72%
Secured by other properties.................     160           5.43         191           4.14         191           3.71
Construction................................     ---           3.36         ---           5.50          --           3.42
Home equity.................................      21           6.20          10           3.54          --           2.51
Consumer....................................     128           9.40          88           9.87          56           9.40
Commercial business.........................     120           5.98          82           3.52          60           2.24
Unallocated.................................      47            ---          40           ----          42            ---
                                                ----         ------        ----         ------        ----         ------ 
     Total..................................    $576         100.00%       $513         100.00%       $409         100.00%
                                                ====         ======        ====         ======        ====         ======
</TABLE>
Investment Activities

         First Federal must maintain  minimum levels of investments that qualify
as liquid  assets  under OTS  regulations.  Liquidity  may  increase or decrease
depending upon the  availability of funds and comparative  yields on investments
in relation to the return on loans.  Historically,  the Bank has  maintained its
liquid assets above the minimum  requirements imposed by the OTS regulations and
at a level believed  adequate to meet  requirements of normal daily  activities,
repayment of maturing debt and potential deposit outflows. The Bank's investment
policy  objective in this regard  currently  sets the Bank's  desired  liquidity
between 6% and 12%. As of June 30,  1997,  the Bank's  liquidity  ratio  (liquid
assets  as a  percentage  of  net  withdrawable  savings  deposits  and  current
borrowings) was 6.64%. See "Regulation Liquidity."

         Federally  chartered savings  institutions have the authority to invest
in various types of liquid assets, including United States Treasury obligations,
securities  of various  federal  agencies,  certain  certificates  of deposit of
insured banks and savings institutions, certain bankers' acceptances, repurchase
agreements  and  federal  funds.  Subject  to  various  restrictions,  federally
chartered savings institutions may also invest their assets in commercial paper,
investment grade corporate debt securities and mutual funds whose assets conform
to the investments that a federally  chartered savings  institution is otherwise
authorized to make directly.

         Generally,  the investment policy of the Bank, as set by the Investment
Committee,  is to invest  funds among  various  categories  of  investments  and
maturities  based  upon the Bank's  need for  liquidity,  to achieve  the proper
balance  between  its desire to minimize  risk and  maximize  yield,  to provide
collateral for borrowings,  and to fulfill the Bank's asset/liability management
policies.

         Investment  Securities.  At June 30, 1997,  the Company's cash and cash
equivalents  totaled $2.9 million,  or 1.78% of its total assets, and investment
and  mortgage-backed  securities  (including  a $1.4 million  investment  in the
common stock of the FHLB of Cincinnati in order to satisfy the  requirement  for
membership in such  institution)  totaled $24.4 million,  or 14.88% of its total
assets. It is the Bank's general policy to purchase investment  securities which
are U.S. government  securities and federal agency obligations,  state and local
government  obligations,   commercial  paper,  mutual  funds,   interest-bearing
deposits in other  institutions,  and overnight  federal funds. See also Notes 1
and 2 to Notes to Consolidated Financial Statements in the Annual Report.

         OTS  regulations  restrict  investments  in  corporate  debt and equity
securities  by  the  Bank.  These  restrictions   include  prohibitions  against
investments  in the debt  securities  of any one  issuer in excess of 15% of the
Bank's  unimpaired   capital  and  unimpaired  surplus  as  defined  by  federal
regulations,  which totaled approximately $2.1 million as of June 30, 1997, plus
an additional  10% if the  investments  are fully secured by readily  marketable
collateral.  See "Regulation - Federal Regulation of Savings Associations" for a
discussion of additional restrictions on the Bank's investment activities.
<PAGE>
         The following table sets forth the composition of the Bank's investment
portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                                                    Year Ended June 30,
                                                      ------------------------------------------------------------------------------
                                                                 1997                       1996                       1995
                                                      ------------------------------------------------------------------------------
                                                        Carrying       % of        Carrying       % of        Carrying       % of
                                                          Value        Total         Value        Total         Value        Total
                                                          -----        -----         -----        -----         -----        -----
                                                                                   (Dollars in thousands)
<S>                                                      <C>            <C>        <C>             <C>        <C>          <C>   
Interest bearing deposits in other
  financial institutions.............................    $2,229         100.00%    $    78         100.00%    $   352      100.0%
                                                         ======         ======     =======         ======     =======      =====
Investment and Mortgage-Backed
 Securities:
  Available for sale:
    U.S. Treasury securities.........................   $   693           2.84%    $   839           3.13%    $   613       3.25%
    Mutual funds.....................................     2,716          11.13       2,625           9.78       2,565      13.60
    Mortgage-backed securities.......................     8,844          36.26       9,648          35.94       5,751      30.50
    U.S. Government agency step up                                           4
     bonds...........................................       791           3.2        1,499           5.58         ---        ---
    Other............................................        40            .16          40            .15         ---        ---
    U.S. Government agency                                                   2
      securities.....................................     9,909          40.6       10,883          40.54         ---        ---
                                                        -------         ------     -------         ------     -------      ----- 
      Subtotal.......................................    22,993          94.25      25,534          95.12       8,929      47.35
                                                        -------         ------     -------         ------     -------      ----- 
  Held to Maturity:
    U.S. Treasury securities.........................       ---            ---         ---            ---         200       1.06
    U.S. Government agency
     securities......................................       ---            ---         ---            ---       5,733      30.41
    U.S. Government agency step
      up bonds.......................................       ---            ---         ---            ---       1,318       6.99
    Mortgage-backed securities.......................       ---            ---                        ---       1,454       7.71
                                                        -------        -------                                -------     ------
      Subtotal.......................................       ---            ---         ---            ---       8,705      46.17
                                                        -------         ------                     ------     -------      ----- 

  FHLB stock.........................................     1,403           5.75       1,309           4.88       1,221       6.48
                                                        -------         ------     -------         ------     -------      ----- 

Total investment securities,
  mortgage-backed securities
  and FHLB stock.....................................   $24,396         100.00%    $26,843         100.00%    $18,855     100.0%
                                                        =======         ======     =======         ======     =======     =====

Average remaining life of
  U.S. Government and Agency
  securities.........................................  5.5 years                   5.3 years                  3.6 years
</TABLE>

         See also Note 3 of the Notes to  Consolidated  Financial  Statements in
the Annual Report.
<PAGE>
         The composition and maturities of the investment  securities portfolio,
excluding FHLB stock, are indicated in the following table.
<TABLE>
<CAPTION>
                                                                  At June 30, 1997
                                                 --------------------------------------------------
                                                 Amortized         Estimated            Weighted
                                                   Cost          Market Value         Average Yield
                                                   ----          ------------         -------------
                                                            (Dollars in thousands)
<S>                                               <C>                <C>                  <C>  
Available for sale:
  Due in one year or less...................       $1,149             $1,146              5.34%
  Due after one through                                                                      
   five years...............................        3,548              3,516              5.89
  Due after five years                                                                       
   through ten years........................        6,117              6,233              7.62
  Due after ten years.......................          500                498              8.12
                                                  -------            -------              ---- 
                                                   11,314             11,393              6.87
  Mortgage-backed securities................        8,977              8,844              6.43
  Mutual funds..............................        2,781              2,716              5.44
  Other.....................................           40                 40               ---
                                                  -------            -------              ---- 
    Total investment                              
     securities available for
     sale...................................      $23,112            $22,993              6.52%
                                                  =======            =======              ==== 
</TABLE>

         The  Bank's   portfolio  at  June  30,  1997  contained  no  tax-exempt
securities  of any issuer with an  aggregate  book value in excess of the Bank's
retained earnings,  excluding those securities issued by the U.S.  government or
its agencies.

         Mortgage-Backed   Securities.   First   Federal  has  a  portfolio   of
mortgage-backed   securities   which  it  holds  as  available  for  sale.  Such
mortgage-backed  securities can serve as collateral for borrowings and,  through
repayments, as a source of liquidity. For information regarding the carrying and
market values of First Federal's mortgage-backed  securities portfolio, see Note
2 of the Notes to Consolidated  Financial Statements in the Annual Report. Under
the Bank's risk-based  capital  requirement,  mortgage-backed  securities have a
risk weight of 20% (or 0% in the case of GNMA securities) in contrast to the 50%
risk weight carried by residential  loans. See  "Regulation--Regulatory  Capital
Requirements."

         Consistent with the Bank's  asset/liability  policy, most of the Bank's
mortgage-backed securities carry adjustable interest rates.

         The  OTS has  issued  guidelines  regarding  management  oversight  and
accounting  treatment for securities,  including investment  securities,  loans,
mortgage-backed  securities and derivative  securities.  The guidelines  require
thrift  institutions to reduce the carrying value of securities to the lesser of
cost or market value unless it can be demonstrated that a class of securities is
intended to be held to  maturity.  As of June 30,  1997,  the  company's  entire
investment and mortgage-backed  securities portfolio was classified as available
for sale with an  amortized  cost and market  value of $25.7  million  and $25.5
million, respectively.

Sources of Funds

         General. The Bank's primary sources of funds are deposits,  borrowings,
amortization  and  repayment of loan  principal  (including  interest  earned on
mortgage-backed  securities),  interest  earned on or  maturation  of investment
securities and short-term investments,  and funds provided from operations. FHLB
advances  have been used to  compensate  for seasonal  reductions in deposits or
deposit inflows at less than projected levels, and will be used on a longer-term
basis to support expanded lending activities.

         Deposits.  First Federal offers a variety of deposit  accounts having a
wide range of interest rates and terms.  The Bank's deposits consist of passbook
savings accounts,  NOW accounts,  money market checking,  individual  retirement
accounts,  Christmas  and  vacation  club  accounts,  and  certificate  accounts
generally  ranging  in  terms  from 91 days to 60  months.  The  Bank  primarily
solicits  deposits  from its  market  area and does not use  brokers  to  obtain
deposits.  However,  in June 1997,  the Bank began using a national rate listing
service to attract additional deposits. The Bank relies primarily on competitive
pricing  policies,  advertising and customer service to attract and retain these
deposits.

         The flow of deposits is influenced  significantly  by general  economic
conditions,   changes  in  money  market  and  prevailing  interest  rates,  and
competition.

         The variety of deposit  accounts  offered by the Bank has allowed it to
be competitive in obtaining funds and to respond with  flexibility to changes in
consumer demand. The Bank has become more susceptible to short-term fluctuations
in deposit  flows,  as customers have become more interest rate  conscious.  The
Bank  endeavors  to manage the  pricing  of its  deposits  in  keeping  with its
asset/liability   management  and   profitability   objectives.   Based  on  its
experience,  the Bank believes that its passbook savings, NOW accounts and money
market checking are relatively stable sources of deposits.
<PAGE>
         The following table sets forth the savings flows at the Bank during the
periods indicated.
<TABLE>
<CAPTION>
                                                   Year Ended June 30,
                                         --------------------------------------
                                           1997           1996           1995
                                         --------       --------       --------
                                                      (Dollars in Thousands)
<S>                                      <C>            <C>            <C>     
Opening balance ...................      $115,830       $104,845       $100,388
Deposits ..........................       380,868        310,235        268,563
Withdrawals .......................       380,743        303,783        267,626
Interest credited .................         4,591          4,533          3,520
                                         --------       --------       --------

Ending balance ....................      $120,546       $115,830       $104,845
                                         ========       ========       ========

Net increase (decrease) ...........      $  4,716       $ 10,985       $  4,457
                                         ========       ========       ========

Percent increase
 (decrease) .......................          4.07%         10.48%          4.44%
                                         ========       ========       ========
</TABLE>
<PAGE>
         The following table sets forth the dollar amount of savings deposits in
the  various  types  of  deposit  programs  offered  by the  Bank  at the  dates
indicated.  See also Note 6 of the Notes to Consolidated Financial Statements in
the Annual Report.
<TABLE>
<CAPTION>
                                                                                         At June 30,
                                                  ---------------------------------------------------------------------------------
                                                           1997                         1996                       1995
                                                  ------------------------    -------------------------    ------------------------
                                                                  Percent                      Percent                     Percent
                                                  Amount          of Total    Amount           of Total    Amount          of Total
                                                  ------          --------    ------           --------    ------          --------
                                                                                   (Dollars in thousands)
<S>                                              <C>               <C>       <C>                <C>       <C>               <C>    
Transactions and Savings Deposits:

Demand and NOW Accounts(1).................      $ 15,119           12.54 %  $ 13,605           11.74%    $ 10,347            9.87%
Passbook Accounts..........................        21,307           17.68      20,117           17.37       21,253           20.27
Money Market Accounts......................        19,944           16.54      22,008           19.00       13,727           13.09
                                                 --------          ------    --------           ------    --------          ------ 

Total Non-Certificates.....................        56,370           46.76      55,730           48.11       45,327           43.23
                                                 --------          ------    --------           ------    --------          ------ 

Certificates:

 0.00 -  3.99%.............................           168             .14         473             .41        3,255            3.10
 4.00 -  5.99%.............................        52,469           43.53      49,998           43.16       40,728           38.85
 6.00 -  7.99%.............................        11,526            9.56       9,611            8.30       15,473           14.76
 8.00 -  9.99%.............................            13             .01          18             .02           62             .06
                                                 --------          ------    --------           ------    --------          ------ 

Total Certificates.........................        64,176           53.24      60,100           51.89       59,518           56.77
                                                 --------          ------    --------           ------    --------          ------ 
Total Deposits.............................      $120,546          100.00%   $115,830           100.00%   $104,845          100.00%
                                                 ========          ======    ========           ======    ========          ====== 
</TABLE>

(1)      Includes  non-interest  bearing  deposits of  $1,033,148,  $928,463 and
         $846,142 at June 30, 1997, 1996 and 1995, respectively.
<PAGE>
         The following table indicates the amount of the Bank's  certificates of
deposit and other deposits by time remaining until maturity as of June 30, 1997.
<TABLE>
<CAPTION>
                                                          Maturity
                                  -------------------------------------------------------
                                                Over        Over
                                  3 Months     3 to 6      6 to 12     Over
                                  or Less      Months      Months    12 months     Total
                                  -------     -------     -------     -------     -------
                                                   (Dollars in Thousands)
<S>                               <C>         <C>         <C>         <C>         <C>    
Certificates of deposit less
 than $100,000 ..............     $ 8,290     $ 9,664     $19,464     $19,355     $56,773

Certificates of deposit of
 $100,000 or more ...........         945       1,336       2,268       2,368       6,917

Public funds(1) .............         170         316        --          --           486
                                  -------     -------     -------     -------     -------

Total certificates of deposit     $ 9,405     $11,316     $21,732     $21,723     $64,176
                                  =======     =======     =======     =======     =======
</TABLE>

(1)      Deposits from governmental and other public entities.


         Borrowings.  Although  deposits are the Bank's primary source of funds,
the Bank's  policy has been to utilize  borrowings  when they are a less  costly
source of funds, can be invested at a positive  interest rate spread or when the
Bank  desires  additional  capacity to fund loan demand or meet other  liquidity
needs.

         First Federal's borrowings historically have consisted of advances from
the FHLB of Cincinnati upon the security of a blanket collateral  agreement of a
percentage of unencumbered  loans. Such advances can be made pursuant to several
different credit programs,  each of which has its own interest rate and range of
maturities.
<PAGE>
         The  following  table  sets forth the  maximum  month-end  balance  and
average balance of FHLB advances.
<TABLE>
<CAPTION>
                                                  Year Ended June 30,
                                         1997            1996              1995
                                       -------          -------          -------
                                                    (In Thousands)
<S>                                    <C>              <C>              <C>    
Maximum Balance:
  FHLB advances .............          $26,792          $11,045          $ 9,636

Average Balance:
  FHLB advances .............          $19,706          $ 6,868          $ 8,242
</TABLE>

Subsidiary Activities

         As  a  federally  chartered  savings  institution,   First  Federal  is
permitted by OTS  regulations to invest up to 2% of its assets,  or $3.2 million
at  June  30,  1997,  in  the  stock  of,  or  loans  to,  service   corporation
subsidiaries.  In July  1995,  First  Federal  organized  a service  corporation
subsidiary,  Wood Service Corp.,  Inc., which offers financial planning services
and related products, including mutual funds and annuities, through an agreement
with a third party.  As of June 30, 1997,  First  Federal's  investment  in Wood
Service  Corp.,  Inc.  was  $11,059.  In  addition  to  investments  in  service
corporations,  federal  associations are permitted to invest an unlimited amount
in  operating   subsidiaries  engaged  solely  in  activities  which  a  federal
association may engage in directly.

Regulation

         General.  First  Federal  is a  federally  chartered  savings  and loan
association  and,  accordingly,  First  Federal  is  subject  to  broad  federal
regulation  and oversight  extending to all its  operations.  First Federal is a
member of the FHLB of Cincinnati and is subject to certain limited regulation by
the Board of Governors of the Federal Reserve System ("Federal  Reserve Board").
First Federal is a member of the Savings Association Insurance Fund ("SAIF") and
the deposits of First Federal are insured by the FDIC. As a result, the FDIC has
certain regulatory and examination authority over First Federal.

         As the savings and loan holding  company of First Federal,  the Company
also is subject to OTS regulation  and oversight.  The purpose of the regulation
of the Company and other  holding  companies  is to protect  subsidiary  savings
associations.

         Certain of these regulatory requirements and restrictions are discussed
below or elsewhere in this document.

         Federal  Regulation  of Savings  Associations.  The OTS,  as the Bank's
primary federal regulator and chartering authority, and the FDIC, as the insurer
of its  deposits,  have  extensive  authority  over the  operations  of  savings
associations.  As part of this  authority,  First  Federal is  required  to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC. The last regular OTS examination of First Federal was performed as
of March 31, 1996 and the last regular  FDIC  examination  of First  Federal was
performed  jointly with the OTS as of December  31, 1992.  The OTS and FDIC have
entered into a joint examination agreement which provides for joint examinations
by the FDIC with the OTS unless compelling reasons otherwise dictate. When these
examinations  are  conducted by the OTS and the FDIC,  the examiners may require
First  Federal to provide  for higher  general or specific  loan loss  reserves.
Financial  institutions in various regions of the United States have been called
upon by  examiners  to write down assets and to  establish  increased  levels of
reserves,  primarily as a result of perceived  weaknesses  in real estate values
and a more restrictive regulatory climate.

         All savings associations are subject to a semi-annual assessment, based
upon the savings  association's total assets, to fund the operations of the OTS.
The general assessment,  to be paid on a semi-annual basis, is computed upon the
savings  association's  total assets,  as reported in the  association's  latest
quarterly thrift financial report. First Federal's OTS assessment for the fiscal
year ended June 30, 1997 was $44,264.

         The OTS also  has  extensive  enforcement  authority  over all  savings
institutions  and their  holding  companies,  including  First  Federal  and the
Company. This enforcement authority 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.  Except
under certain  circumstances,  public disclosure of final enforcement actions by
the OTS and the FDIC is required.

         In addition,  the investment,  lending and branching authority of First
Federal is prescribed by federal laws, and it is prohibited from engaging in any
activities not permitted by such laws. For instance,  no savings institution may
invest in  non-investment  grade  corporate debt  securities.  In addition,  the
permissible  level of  investment  by federal  associations  in loans secured by
non-residential real property may not exceed 400% of total capital,  except with
approval of the OTS. Federal savings  association are also generally  authorized
to  branch   nationwide.   First  Federal  is  in  compliance   with  the  noted
restrictions.

         First Federal's permissible lending limit for  loans-to-one-borrower is
equal to the  greater of  $500,000  or 15% of  unimpaired  capital  and  surplus
(except for loans fully secured by certain  readily  marketable  collateral,  in
which case this limit is increased to 25% of unimpaired capital and surplus). At
June 30, 1997,  First  Federal's  lending limit under this  restriction was $2.1
million.   First  Federal  is  in  compliance  with  the   loans-to-one-borrower
limitation.

         The OTS, as well as the other  federal  banking  agencies,  has adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  internal controls and audit systems,  interest
rate risk exposure and compensation and other employee benefits. Any institution
which fails to comply with these  standards  must submit a  compliance  plan.  A
failure to submit a plan or to comply  with an  approved  plan will  subject the
institution to further enforcement action. The OTS and the other federal banking
agencies have also proposed additional  guidelines on asset quality and earnings
standards.  No assurance can be given as to whether or in what form the proposed
regulations will be adopted.

         Insurance of Accounts and  Regulation  by the FDIC.  First Federal is a
member of the SAIF,  which is administered by the FDIC.  Deposits are insured up
to applicable  limits by the FDIC and such insurance is backed by the full faith
and credit of the United States Government. As insurer, the FDIC imposes deposit
insurance  premiums and is authorized to conduct  examinations of and to require
reporting by FDIC-insured  institutions.  It also may prohibit any  FDIC-insured
institution  from engaging in any activity the FDIC  determines by regulation or
order to pose a serious  risk to the FDIC.  The FDIC also has the  authority  to
initiate enforcement actions against savings associations,  after giving the OTS
an opportunity to take such action,  and may terminate the deposit  insurance if
it determines that the  institution has engaged in unsafe or unsound  practices,
or is in an unsafe or unsound condition.

         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine categories and assessed  insurance  premiums,  ranging from .00% to .27% of
deposits,  based upon their level of capital and supervisory  evaluation.  Under
the system, institutions classified as well capitalized (i.e., those with a core
capital ratio of at least 5%, a ratio of Tier 1 or core capital to risk-weighted
assets  ("Tier 1 risk-based  capital")  of at least 6% and a risk-based  capital
ratio of at least  10%) and  considered  healthy  pay the lowest  premium  while
institutions that are less than adequately capitalized (i.e., those with core or
Tier 1 risk-based  capital ratios of less than 4% or a risk-based  capital ratio
of less than 8%) and  considered  of  substantial  supervisory  concern  pay the
highest premium. Risk classification of all insured institutions will be made by
the FDIC for each semi-annual assessment period.

         The FDIC is authorized to increase  assessment  rates,  on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated  reserve  ratio of 1.25% of SAIF insured  deposits.  In setting these
increased  assessments,  the FDIC must seek to restore the reserve ratio to that
designated  reserve  level,  or such higher  reserve ratio as established by the
FDIC.  The FDIC may also impose  special  assessments  on SAIF  members to repay
amounts  borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.

         For the  first six  months of 1995,  the  assessment  schedule  for BIF
members and SAIF members  ranged from .23% to .31% of  deposits.  As is the case
with the SAIF, the FDIC is authorized to adjust the insurance  premium rates for
banks that are insured by the BIF of the FDIC in order to  maintain  the reserve
ratio of the BIF at  1.25%  of BIF  insured  deposits.  As a  result  of the BIF
reaching its statutory  reserve ratio, the FDIC revised the premium schedule for
BIF insured  institutions  to provide a range of .04% to .31% of  deposits.  The
revisions  became  effective in the third quarter of 1995. In addition,  the BIF
rates were further revised,  effective January 1997, to provide a range of 0% to
 .27%. The SAIF rates, however, were not adjusted.

         In order to eliminate this disparity and any  competitive  disadvantage
between  BIF and SAIF  member  institutions  with  respect to deposit  insurance
premiums,  legislation  to  recapitalize  the SAIF was enacted on September  30,
1996. The  legislation  provided for a one-time  assessment to be imposed on all
deposits  assessed  at the  SAIF  rates,  as of  March  31,  1995,  in  order to
recapitalize  the SAIF.  It also provides for the merger of the BIF and the SAIF
on January 1, 1999 if no savings associations then exist. The special assessment
rate  was  established  at  .657% of  deposits  by the  FDIC  and the  resulting
assessment  of $442,661  after taxes,  was paid in November  1996.  This special
assessment  significantly  increased  noninterest expense and adversely affected
First  Federal's  results of  operations  for the year ended June 30, 1997. As a
result of the special assessment, First Federal's deposit insurance premiums was
reduced to zero for calendar 1997 based upon its current risk classification and
the new assessment  schedule for SAIF insured  institutions.  These premiums are
subject  to  change  in  future  periods.  See  also  Note  10 of the  Notes  to
Consolidated Financial Statements in the Annual Report.

         Prior  to the  enactment  of the  legislation,  a  portion  of the SAIF
assessment imposed on savings  associations was used to repay obligations issued
by a federally chartered corporation to provide financing ("FICO") for resolving
the thrift  crisis in the 1980s.  Although the FDIC  equalized  the SAIF and BIF
assessment schedule,  effective October 1, 1996, SAIF-insured  institutions will
continue  to be  subject  to a FICO  assessment  as a result of this  continuing
obligation. Although the legislation also now requires assessments to be made on
BIF-assessable  deposits  for this  purpose,  effective  January 1,  1997,  that
assessment  will be  limited  to 20% of the  rate  imposed  on  SAIF  assessable
deposits  until the earlier of December 31, 1999 or when no savings  association
continues  to  exist,   thereby   imposing  a  greater  burden  on  SAIF  member
institutions  such  as the  Association.  Thereafter,  however,  assessments  on
BIF-member   institutions  will  be  made  on  the  same  basis  as  SAIF-member
institutions.  The calendar 1997 rates established by the FDIC to implement this
requirement  for all  FDIC-insured  institutions  are 6.48 basis  points on SAIF
deposits and 1.3 basis points on BIF deposits.

         Regulatory    Capital    Requirements.    Federally   insured   savings
associations, such as First Federal, are required to maintain a minimum level of
regulatory  capital.  The OTS has  established  capital  standards,  including a
tangible capital requirement, a leverage ratio (or core capital) requirement and
a risk-based capital requirement applicable to such savings associations.  These
capital  requirements  must be generally as stringent as the comparable  capital
requirements  for national  banks.  The OTS is also authorized to impose capital
requirements  in excess  of these  standards  on  individual  associations  on a
case-by-case basis.

         The capital  regulations  require  tangible capital of at least 1.5% of
adjusted total assets (as defined by  regulation).  Tangible  capital  generally
includes  common   stockholders'   equity  and  retained  income,   and  certain
noncumulative  perpetual  preferred stock and related income.  In addition,  all
intangible  assets,  other than a limited amount of purchased mortgage servicing
rights,  must be deducted from tangible capital for calculating  compliance with
the requirement.  At June 30, 1997 the Bank had no intangible  assets subject to
these tests.

         The OTS regulations establish special  capitalization  requirements for
savings associations that own subsidiaries.  In determining  compliance with the
capital requirements,  all subsidiaries engaged solely in activities permissible
for national  banks or engaged in certain other  activities  solely as agent for
its customers are  "includable"  subsidiaries  that are consolidated for capital
purposes in proportion to the association's  level of ownership.  For excludable
subsidiaries,  the debt and equity investments in such subsidiaries are deducted
from  assets  and  capital.  The Bank's  service  corporation  is an  includable
subsidiary. See "Subsidiary Activities" above.

         At June 30, 1997,  First Federal had tangible capital of $14.0 million,
or 8.71% of adjusted total assets,  which is  approximately  $11.6 million above
the minimum requirement of 1.5% of adjusted total assets in effect on that date.

         The capital standards also require core capital equal to at least 3% of
adjusted total assets.  Core capital generally consists of tangible capital plus
certain intangible assets,  including  supervisory goodwill (which is phased-out
over a  five-year  period),  and a  limited  amount  of  purchased  credit  card
relationships.  As a result of the prompt corrective action provisions of FDICIA
discussed  below,  however,  a savings  association must maintain a core capital
ratio  of at  least  4% to  be  considered  adequately  capitalized  unless  its
supervisory  condition  is such to allow it to maintain a 3% ratio.  At June 30,
1997, First Federal had no intangibles which were subject to these tests.

         At June  30,  1997,  First  Federal  had  core  capital  equal to $14.0
million,  or 8.71% of adjusted  total  assets,  which is $9.2 million  above the
minimum leverage ratio requirement of 3% in effect on that date.

          The OTS risk-based  requirement  requires savings associations to have
total capital of at least 8% of risk-weighted  assets. Total capital consists of
core capital, as defined above, and supplementary capital. Supplementary capital
consists of certain  permanent  and  maturing  capital  instruments  that do not
qualify as core capital and general  valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the  risk-based  requirement  only to the extent of core capital.  At
June 30, 1997,  First Federal had $513,000 of general loss  reserves,  which was
less than 1.25% of risk-weighted assets.

         Certain  exclusions from capital and assets are required to be made for
the purpose of calculating  total  capital.  Such  exclusions  consist of equity
investments  (as  defined  by  regulation)  and that  portion  of land loans and
nonresidential construction loans in excess of an 80% loan-to-value ratio (these
items were excluded on a sliding  scale through June 30, 1994,  after which they
must be excluded  in their  entirety)  and  reciprocal  holdings  of  qualifying
capital  instruments.  First  Federal had no such  exclusions  from  capital and
assets at June 30, 1997.

         In  determining  the  amount  of  risk-weighted   assets,  all  assets,
including certain  off-balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%,  based on the risk  inherent in the type of asset.  For
example,  the OTS has assigned a risk weight of 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 FNMA or FHLMC.

         The  OTS  has  adopted  a  final  rule  that  requires   every  savings
association with more than normal interest rate risk exposure to deduct from its
total capital, for purposes of determining compliance with such requirement,  an
amount equal to 50% of its interest-rate risk exposure multiplied by the present
value of its assets.  This exposure is a measure of the potential decline in the
net  portfolio  value of a savings  association,  greater than 2% of the present
value of its  assets,  based upon a  hypothetical  200 basis  point  increase or
decrease  in  interest  rates  (whichever  results  in a greater  decline).  Net
portfolio  value is the  present  value of  expected  cash  flows  from  assets,
liabilities and off-balance sheet contracts. The rule provides for a two quarter
lag between  calculating  interest rate risk and  recognizing any deduction from
capital.  The rule will not become effective until the OTS evaluates the process
by which  savings  associations  may  appeal an  interest  rate  risk  deduction
determination.  It is uncertain as to when this evaluation may be completed. Any
savings  association  with less than $300 million in assets and a total  capital
ratio in excess of 12%, such as First Federal,  is exempt from this  requirement
unless the OTS determines otherwise.

         On June 30, 1997, First Federal had total  risk-based  capital of $14.6
million  (including  $14  million in core  capital and  $513,000  in  qualifying
supplementary  capital) and risk-weighted  assets of $95.7 million (including no
converted  off-balance sheet assets); or total capital of 15.2% of risk-weighted
assets.  This amount was $6.9 million above the 8% requirement in effect on that
date.

         The OTS and the FDIC are authorized  and,  under certain  circumstances
required, to take certain actions against savings associations that fail to meet
their capital requirements.

         Limitations   on  Dividends  and  Other  Capital   Distributions.   OTS
regulations  impose various  restrictions or  requirements on associations  with
respect  to their  ability  to pay  dividends  or make  other  distributions  of
capital.  OTS regulations  prohibit an association  from declaring or paying any
dividends or from repurchasing any of its stock if, as a result,  the regulatory
capital of the  association  would be reduced  below the amount  required  to be
maintained for the liquidation account established in connection with its mutual
to stock conversion.

         The OTS utilizes a three-tiered approach to permit associations,  based
on their capital level and supervisory condition,  to make capital distributions
which include dividends, stock redemptions or repurchases,  cash-out mergers and
other  transactions  charged to the capital  account (see "- Regulatory  Capital
Requirements").

         Generally, Tier 1 associations,  which are associations that before and
after the proposed distribution meet their fully phased-in capital requirements,
may make capital  distributions during any calendar year equal to the greater of
100% of net  income  for the  year-to-date  plus 50% of the  amount by which the
lesser of the  association's  tangible,  core or risk-based  capital exceeds its
fully phased-in capital  requirement for such capital component,  as measured at
the  beginning  of the  calendar  year,  or the amount  authorized  for a Tier 2
association.  However,  a Tier 1  association  deemed to be in need of more than
normal  supervision  by  the  OTS  may  be  downgraded  to a  Tier  2 or  Tier 3
association  as a  result  of such a  determination.  First  Federal  meets  the
requirements  for a Tier 1  association  and has not been notified of a need for
more than normal supervision.  Tier 2 associations,  which are associations that
before and after the proposed  distribution  meet their current  minimum capital
requirements, may make capital distributions of up to 75% of net income over the
most recent four quarter period.

         Tier 3 associations  (which are  associations  that do not meet current
minimum capital  requirements) that propose to make any capital distribution and
Tier 2 associations that propose to make a capital distribution in excess of the
noted  safe  harbor  level  must  obtain  OTS  approval  prior  to  making  such
distribution.  Tier 2  associations  proposing  to make a  capital  distribution
within the safe harbor provisions and Tier 1 associations  proposing to make any
capital distribution need only submit written notice to the OTS 30 days prior to
such  distribution.  As a subsidiary of the Company,  First Federal will also be
required to give the OTS 30 days' notice prior to declaring  any dividend on its
stock. The OTS may object to the distribution during that 30-day period based on
safety and soundness concerns. See "- Regulatory Capital Requirements."

         The OTS has proposed  regulations that would revise the current capital
distribution restrictions.  The proposal eliminates the current tiered structure
and the  safe-harbor  percentage  limitations.  Under  the  proposal  a  savings
association may make a capital distribution without notice to the OTS (unless it
is a  subsidiary  of a  holding  company)  provided  that  it has a CAMEL 1 or 2
rating, is not in troubled condition (as defined by regulation) and would remain
adequately   capitalized  (as  defined  in  the  OTS  prompt  corrective  action
regulations)  following the proposed  distribution.  Savings  associations  that
would remain adequately  capitalized  following the proposed distribution but do
not meet the other  noted  requirements  must  notify  the OTS 30 days  prior to
declaring a capital  distribution.  The OTS stated it will  generally  regard as
permissible that amount of capital  distributions  that do not exceed 50% of the
institution's  excess  regulatory  capital  plus net  income to date  during the
calendar year. A savings association may not make a capital distribution without
prior approval of the OTS and the FDIC if it is undercapitalized before, or as a
result of, such a distribution. As under the current rule, the OTS may object to
a capital distribution if it would constitute an unsafe or unsound practice.  No
assurance  may be given as to  whether  or in what form the  regulations  may be
adopted.

         Liquidity.  All savings  associations,  including  First  Federal,  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. For a discussion of
what the Bank  includes  in liquid  assets,  see  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital  Resources."  This liquid asset ratio  requirement may vary from time to
time (between 4% and 10%) depending  upon economic  conditions and savings flows
of all savings associations. At the present time, the minimum liquid asset ratio
is 5%.

         In  addition,  short-term  liquid  assets  (e.g.,  cash,  certain  time
deposits,  certain  bankers  acceptances  and short-term  United States Treasury
obligations)  currently must constitute at least 1% of the association's average
daily  balance of net  withdrawable  deposit  accounts  and current  borrowings.
Penalties may be imposed upon associations for violations of either liquid asset
ratio  requirement.  At June 30, 1997, First Federal was in compliance with both
requirements,  with an  overall  liquid  asset  ratio of 6.64% and a  short-term
liquid assets ratio of 2.83%.

         Accounting.   An  OTS  policy  statement   applicable  to  all  savings
associations  clarifies and  re-emphasizes  that the investment  activities of a
savings   association  must  be  in  compliance  with  approved  and  documented
investment policies and strategies, and must be accounted for in accordance with
GAAP. Under the policy statement,  management must support its classification of
and accounting for loans and securities (i.e., whether held for investment, sale
or trading) with appropriate documentation.  First Federal is in compliance with
these amended rules.

         The OTS has adopted an amendment to its accounting  regulations,  which
may be made more stringent than GAAP by the OTS, to require that transactions be
reported in a manner that best reflects their underlying  economic substance and
inherent risk and that financial  reports must  incorporate any other accounting
regulations or orders prescribed by the OTS.

         Qualified Thrift Lender Test. All savings associations, including First
Federal,  are required to meet a qualified  thrift lender  ("QTL") test to avoid
certain  restrictions  on  their  operations.   This  test  requires  a  savings
association  to have  at  least  65% of its  portfolio  assets  (as  defined  by
regulation) in qualified thrift investments on a monthly average for nine out of
every 12 months on a rolling basis. Such assets primarily consist of residential
housing related loans and  investments.  At June 30, 1997, First Federal met the
test and has always met the test since its effectiveness.

         Any savings association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an  association  does not  requalify  and  converts  to a national  bank
charter,  it must remain  SAIF-insured  until the FDIC permits it to transfer to
the BIF.  If such an  association  has not yet  requalified  or  converted  to a
national  bank,  its  new  investments  and  activities  are  limited  to  those
permissible  for both a  savings  association  and a  national  bank,  and it is
limited to national bank branching  rights in its home state.  In addition,  the
association is immediately  ineligible to receive any new FHLB borrowings and is
subject to national  bank limits for payment of dividends.  If such  association
has not requalified or converted to a national bank within three years after the
failure,  it must  divest  of all  investments  and  cease  all  activities  not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB borrowings,  which may result in prepayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies. See "- Holding Company Regulation."

         Community  Reinvestment  Act.  Under  the  Community  Reinvestment  Act
("CRA"),  every  FDIC  insured  institution  has a  continuing  and  affirmative
obligation  consistent  with safe and sound  banking  practices 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 the examination of First Federal, 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, such as
a merger or the  establishment of a branch by First Federal.  An  unsatisfactory
rating may be used as the basis for the denial of an application by the OTS.

         The federal banking agencies,  including the OTS, have recently revised
the CRA  regulations  and  the  methodology  for  determining  an  institution's
compliance with the CRA. Due to the heightened  attention being given to the CRA
in the past few years,  First Federal may be required to devote additional funds
for  investment and lending in its local  community.  First Federal was examined
for CRA compliance as of April 17, 1995 and received a rating of satisfactory.

         Transactions with Affiliates. Generally, transactions between a savings
association or its  subsidiaries  and its affiliates are required to be on terms
as  favorable  to  the  association  as  transactions  with  non-affiliates.  In
addition,  certain  of these  transactions,  such as loans  to  affiliates,  are
restricted to a percentage  of the  association's  capital.  Affiliates of First
Federal  include the Company and any company which is under common  control with
First Federal. In addition,  a savings association may not lend to any affiliate
engaged in activities not  permissible for a bank holding company or acquire the
securities of most affiliates.

         Certain  transactions with directors,  officers and controlling persons
are also subject to conflict of interest  regulations enforced by the OTS. These
conflict of interest  regulations and other statutes also impose restrictions on
loans to such persons and their  related  interests.  Among other  things,  such
loans must be made on terms  substantially the same as for loans to unaffiliated
individuals.

         Holding Company  Regulation.  The Company is a unitary savings and loan
holding company subject to regulatory oversight by the OTS. As such, the Company
is  required  to  register  and  file  reports  with the OTS and is  subject  to
regulation  and  examination  by the OTS. In addition,  the OTS has  enforcement
authority over the Company and its non-savings  association  subsidiaries  which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary savings association.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions. If the Company acquires control of another
savings association as a separate subsidiary, it would become a multiple savings
and loan  holding  company,  and the  activities  of the  Company and any of its
subsidiaries (other than the Bank or any other SAIF-insured savings association)
would become subject to such  restrictions  unless such other  associations each
qualify as a QTL and were acquired in a supervisory acquisition.

         If First  Federal  fails the QTL test,  the  Company  must  obtain  the
approval of the OTS prior to continuing after such failure,  directly or through
its other  subsidiaries,  any business  activity  other than those  approved for
multiple savings and loan holding companies or their subsidiaries.  In addition,
within one year of such  failure the Company  must  register as, and will become
subject  to,  the  restrictions  applicable  to  bank  holding  companies.   The
activities  authorized for a bank holding  company are more limited than are the
activities  authorized  for a  unitary  or  multiple  savings  and loan  holding
company. See "- Qualified Thrift Lender Test."

         The Company must obtain approval from the OTS before acquiring  control
of  any  other  SAIF-insured   association.   Such  acquisitions  are  generally
prohibited  if they  result  in a  multiple  savings  and loan  holding  company
controlling  savings  associations  in  more  than  one  state.   However,  such
interstate  acquisitions are permitted based on specific state  authorization or
in a supervisory acquisition of a failing savings association.

         Federal Securities Law. The stock of the Company is registered with the
SEC under the Securities  Exchange Act of 1934, as amended (the "Exchange Act").
The Company is subject to the information,  proxy solicitation,  insider trading
restrictions and other requirements of the SEC under the Exchange Act.

         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts). At June 30, 1997, First Federal was in compliance with these
reserve  requirements.  The balances maintained to meet the reserve requirements
imposed  by  the  Federal  Reserve  Board  may  be  used  to  satisfy  liquidity
requirements that may be imposed by the OTS. See "- Liquidity."

         Savings  associations are authorized to borrow from the Federal Reserve
Bank  "discount   window,"  but  Federal  Reserve  Board   regulations   require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Bank.

         Federal Home Loan Bank System. First Federal is a member of the FHLB of
Cincinnati,  which  is one of 12  regional  FHLBs,  that  administers  the  home
financing credit function of savings associations. 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, which
are subject to the oversight of the Federal Housing Finance Board.  All advances
from the FHLB are  required  to be fully  secured by  sufficient  collateral  as
determined  by the FHLB.  In addition,  all  long-term  advances are required to
provide funds for residential home financing.

         As a member,  First Federal is required to purchase and maintain  stock
in the FHLB of Cincinnati.  At June 30, 1997,  First Federal had $1.4 million in
FHLB stock, which was in compliance with this requirement.  In past years, First
Federal has received substantial dividends on its FHLB stock. Over the past five
fiscal years such  dividends  have averaged 5.96% and were 7.05% for fiscal year
1997.

         Under  federal  law the FHLBs are  required  to  provide  funds for the
resolution  of  troubled  savings  associations  and to  contribute  to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income  housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction in value of First  Federal's FHLB stock may result in a  corresponding
reduction in First Federal's capital.

         For the  year  ended  June  30,  1997,  dividends  paid by the  FHLB of
Cincinnati to First Federal totaled $94,757,  which constitute a $6,903 increase
over the amount of dividends  received in fiscal year 1996. The $24,913 dividend
received  for the quarter  ended June 30, 1997  reflects an  annualized  rate of
7.25% or .25% above the rate paid for the quarter ended June 30, 1996.

         Federal  Taxation.  Savings  associations  such as the Bank  that  meet
certain  definitional  tests  relating  to the  composition  of assets and other
conditions  prescribed  by the Internal  Revenue  Code of 1986,  as amended (the
"Code"),  are  permitted to establish  reserves for bad debts and to make annual
additions  thereto which may, within  specified  formula  limits,  be taken as a
deduction in  computing  taxable  income for federal  income tax  purposes.  The
amount of the bad debt reserve deduction for "non-qualifying  loans" is computed
under the experience  method.  The amount of the bad debt reserve  deduction for
"qualifying  real  property  loans"  (generally  loans  secured by improved real
estate) may be computed under either the experience  method or the percentage of
taxable income method (based on an annual election).

         Under the  experience  method,  the bad debt  reserve  deduction  is an
amount  determined  under a formula based  generally upon the bad debts actually
sustained by the savings association over a period of years.

         The  percentage of specially  computed  taxable  income that is used to
compute a savings  association's bad debt reserve deduction under the percentage
of taxable  income  method  (the  "percentage  bad debt  deduction")  is 8%. The
percentage bad debt  deduction thus computed is reduced by the amount  permitted
as a  deduction  for  non-qualifying  loans  under the  experience  method.  The
availability  of the  percentage  of taxable  income method  permits  qualifying
savings  associations to be taxed at a lower  effective  federal income tax rate
than that applicable to corporations generally (approximately 31.3% assuming the
maximum percentage bad debt deduction).

         If a savings association's  specified assets (generally,  loans secured
by  residential  real estate or deposits,  educational  loans,  cash and certain
government  obligations)  constitute  less  than 60% of its  total  assets,  the
association may not deduct any addition to a bad debt reserve and generally must
include existing  reserves in income over a four year period.  No representation
can be made as to whether the Bank will meet the 60% test for subsequent taxable
years.

         Under the percentage of taxable income method,  the percentage bad debt
deduction  cannot  exceed the amount  necessary  to increase  the balance in the
reserve for  "qualifying  real property  loans" to an amount equal to 6% of such
loans  outstanding  at the end of the  taxable  year or the  greater  of (i) the
amount  deductible  under the  experience  method or (ii) the amount  which when
added to the bad debt deduction for "non-qualifying  loans" equals the amount by
which 12% of the amount comprising  savings accounts at year-end exceeds the sum
of surplus, undivided profits and reserves at the beginning of the year.

         In August 1997, legislation was enacted that repeals the reserve method
of accounting  (including  the percentage of taxable income method) used by many
thrifts,  including  the Bank,  to calculate  their bad debt reserve for federal
income tax purposes.  As a result, large thrifts such as the Bank must recapture
that  portion of the reserve  that exceeds the amount that could have been taken
under the specific  charge-off  method for post-1987 tax years.  The legislation
also requires  thrifts to account for bad debts for federal  income tax purposes
on the same basis as commercial banks for tax years beginning after December 31,
1995. The recapture will occur over a six-year period, the commencement of which
will be delayed until the first taxable year beginning  after December 31, 1997,
provided the institution meets certain  residential  lending  requirements.  The
management  of the Company  does not believe  that the  legislation  will have a
material impact on the Company or the Bank.

         In addition to the regular income tax, corporations,  including savings
associations  such as the Bank,  generally  are  subject  to a minimum  tax.  An
alternative  minimum tax is imposed at a minimum tax rate of 20% on  alternative
minimum  taxable  income,  which is the sum of a  corporation's  regular taxable
income (with certain  adjustments) and tax preference  items, less any available
exemption.  The alternative  minimum tax is imposed to the extent it exceeds the
corporation's  regular  income tax and net  operating  losses can offset no more
than 90% of alternative  minimum  taxable  income.  For taxable years  beginning
after 1986 and before 1997, corporations, including savings associations such as
the Bank, are also subject to an environmental  tax equal to 0.12% of the excess
of alternative  minimum taxable income for the taxable year (determined  without
regard to net operating losses and the deduction for the environmental tax) over
$2 million.

         To the extent earnings appropriated to a savings association's bad debt
reserves for  "qualifying  real property  loans" and deducted for federal income
tax purposes  exceed the allowable  amount of such reserves  computed  under the
experience method and to the extent of the association's  supplemental  reserves
for  losses on loans  ("Excess"),  such  Excess  may not,  without  adverse  tax
consequences,   be  utilized  for  the  payment  of  cash   dividends  or  other
distributions   to  a  shareholder   (including   distributions  on  redemption,
dissolution or  liquidation) or for any other purpose (except to absorb bad debt
losses).  As of June 30,  1997,  the  Bank's  Excess  for tax  purposes  totaled
approximately $2.3 million.

         The Company and the Bank file  consolidated  federal income tax returns
on a  fiscal  year  basis  using  the  accrual  method  of  accounting.  Savings
associations,  such as the Bank, that file federal income tax returns as part of
a consolidated group are required by applicable  Treasury  regulations to reduce
their taxable income for purposes of computing the percentage bad debt deduction
for losses attributable to activities of the non-savings  association members of
the consolidated  group that are  functionally  related to the activities of the
savings association member.

         The Bank's  1993  federal  income  tax  return has been  audited by the
Internal  Revenue Service and no material  adjustments  have been made. The Bank
has federal  income tax  returns  which are open and subject to audit for fiscal
years 1995 through 1997.  With respect to years examined by the IRS,  either all
deficiencies have been satisfied or sufficient reserves have been established to
satisfy asserted deficiencies.  In the opinion of management, any examination of
still open returns  (including  returns of subsidiaries  and predecessors of, or
entities  merged into,  the Bank) would not result in a  deficiency  which could
have a material  adverse  effect on the financial  condition of the Bank and its
consolidated subsidiary.

         For additional  information regarding taxation, see Note 7 of the Notes
to the Consolidated Financial Statements in the Annual Report.

Competition

         First Federal faces strong competition, both in originating real estate
and other loans and in attracting  deposits.  Competition  in  originating  real
estate loans comes primarily from other commercial banks, savings  associations,
credit unions and mortgage  bankers  making loans secured by real estate located
in the Bank's  market  area.  Commercial  banks and  finance  companies  provide
vigorous  competition in consumer lending. The Bank competes for real estate and
other loans  principally  on the basis of the quality of services it provides to
borrowers,  interest  rates and loan fees it charges,  and the types of loans it
originates.

         The Bank  attracts  most of its  deposits  through  its retail  banking
offices,  primarily from the  communities in which those retail banking  offices
are located; therefore, competition for those deposits is principally from other
commercial  banks,  savings  associations  and credit unions located in the same
communities.  The Bank  competes  for these  deposits  by  offering a variety of
deposit accounts at competitive rates, convenient business hours, and convenient
branch locations with interbranch deposit and withdrawal privileges at each.

         The  Bank's  primary  market  area  is  Wood  County.  There  are  nine
commercial banks and two savings associations, other than First Federal, and six
credit unions which compete for deposits and loans in Wood County.


Executive Officers of the Company and the Bank

         Certain  information  with  respect  to the  executive  officer  of the
Company  and/or the Bank who is not also a director,  at June 30,  1997,  is set
forth below.

         David A. Weaks.  Mr.  Weaks,  age 50, has been a Vice  President of the
Bank since 1975 and Vice  President  of the Company  since its  formation in May
1993. His primary  responsibilities include overall administration of the Bank's
savings and marketing operations, and human resources department. Mr. Weaks also
oversees  the  Bank's  liability  activities  and  is  responsible  for  overall
supervision of office services and property management for the Bank.

         John H. Bick.  Mr.  Bick,  age 47, is Vice  President  of  Lending  and
Operations  and is also an Executive  Officer of the Company.  He is responsible
for all facets of lending, loan processing and new product development. Mr. Bick
began his career in banking at a community  bank in Amsterdam,  Ohio in 1977. He
received his MBA from the University of Steubenville and has taught  accounting,
financing  and other bank  related  subjects in local  colleges  for a number of
years.

Employees

         At June 30, 1997,  the Bank had a total of 51  employees,  including 12
part-time employees.  The Bank's employees are not represented by any collective
bargaining group. Management considers its employee relations to be good.

Item 2.  Description of Property

         The Bank  conducts  its  business  at its  main  office  and six  other
locations in its primary market area. The following table sets forth information
relating to each of the Bank's offices as of June 30, 1997.

         The Bank owns all of its  offices  as of June 30,  1997.  The total net
book value of the Bank's premises and equipment  (including  land,  building and
leasehold  improvements and furniture,  fixtures and equipment) at June 30, 1997
was $1.9 million.  See Note 5 of Notes to Consolidated  Financial  Statements in
the Annual Report.
<PAGE>
<TABLE>
<CAPTION>
                                                                  Total
                                                               Approximate           Net Book Value at
Location                                   Date Acquired     Square Footage           June 30, 1997
--------                                   -------------     --------------           -------------
<S>                                        <C>               <C>                      <C>
Main Office:
124 E. Court Street                           1968               10,208                 $136,784
Bowling Green, Ohio

Branch Offices:
601 Superior Street                           1976                2,844                  204,315
Rossford, OH

125 W. Main Street                            1979                4,458                  148,495
Woodville, OH

201 S. Main Street                            1984                2,430                  122,973
N. Baltimore, OH

525 W. Wooster Street                         1985                  980                   43,950
Bowling Green, OH

24215 Front Street                            1986                  925                    1,722
Grand Rapids, OH

130/134 E. Court Street(1)                    1980                2,850                      ---
Bowling Green, OH
</TABLE>

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

(1)      The property the Bank owns at 130/134 E. Court Street,  Bowling  Green,
         Ohio, was purchased for future  development.  It currently  contains an
         older frame house built in the 1880s and a small one-story brick office
         building.  Both of these  structures have been fully  depreciated.  The
         property is rented,  with current gross income of $1,475 per month. The
         Bank also owns land for future  development  at 525 W. Wooster  Street,
         Bowling Green,  Ohio,  which generates gross rent on a storage building
         of $635 per month.


         First Federal believes that its current  facilities,  while adequate to
meet its present  needs,  are not adequate to meet its needs in the  foreseeable
future. The Bank is considering alternatives to expand its facilities.  The Bank
has purchased  land located  behind and adjacent to its 525 West Wooster  Street
office.  First  Federal is currently  considering  construction  of a new branch
and/or a new main office. The Bank also acquired a parcel of land in Perrysburg,
Ohio for a possible branch office and opened an office in  Pemberville,  Ohio in
July 1997. The Pemberville location is a leased office inside a grocery store.

         The Bank maintains an outside service bureau for depositor and borrower
customer  information.  The net book value of the data  processing  and computer
equipment utilized by the Bank at June 30, 1997 was approximately $58,028.

Item 3.  Legal Proceedings

         First  Federal is involved  from time to time as plaintiff or defendant
in various legal actions arising in the normal course of its business. While the
ultimate outcome of these proceedings cannot be predicted with certainty,  it is
the opinion of management,  after  consultation with counsel  representing First
Federal in the proceedings,  that the resolution of these proceedings should not
have a material adverse effect on First Federal's  financial position or results
of operations.

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

         No matter was  submitted  to a vote of  security  holders,  through the
solicitation of proxies or otherwise, during the quarter ended June 30, 1997.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         The  information  provided under the captions  "Dividends"  and "Market
Information"  on page 47 of the attached 1997 Annual Report to  Stockholders  is
herein incorporated by reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation

         Pages 4 through 16 of the attached 1997 Annual  Report to  Stockholders
is herein incorporated by reference.

Item 7.  Financial Statements

         The following  information  appearing in the Company's Annual Report to
Stockholders  for the year ended June 30, 1997, is  incorporated by reference in
this Annual Report on Form 10-KSB as Exhibit 13.

Annual Report Section                             Pages in Annual Report
---------------------                             ----------------------

Report of Independent Auditors                              12  

Consolidated Balance Sheets
(June 30, 1997 and 1996)                                    18

Consolidated Statements of Income
(Years Ended June 30, 1997, 1996 and 1995)                  19

Consolidated Statements of Changes in
Shareholders' Equity (Years Ended
June 30, 1997, 1996, and 1995)                              20

Consolidated Statements of Cash Flows 
(Years Ended June 30, 1997, 1996, and 1995)                 22      

Notes to Consolidated Financial Statements                  24

All schedules are omitted as the required  information  is not  applicable or is
contained in the notes to the consolidated financial statements.

         With the exception of the aforementioned information, the Corporation's
Annual  Report to  Stockholders  for the year ended June 30,  1997 is not deemed
filed as part of this Annual Report on Form 10-KSB.

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

         There has been no  Current  Report  on Form 8-K filed  within 24 months
prior to the date of the most recent financial  statements reporting a change of
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.


                                    PART III

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

Directors

         Information  concerning Directors of the Company is incorporated herein
by reference  from the  definitive  Proxy  Statement  for the Annual  Meeting of
Stockholders  to be held in 1997,  a copy of which  will be filed not later than
120 days after the close of fiscal year.

Executive Officers

         Information regarding the business experience of each executive officer
of the Company and/or the Bank who is not also a director contained in Part I of
this Form 10-KSB is incorporated herein by reference.

         Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the
Exchange  Act requires the  Company's  directors  and  executive  officers,  and
persons  who own more than 10% of a  registered  class of the  Company's  equity
securities,  to file with the SEC reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.  Officers,
directors and greater than 10%  stockholders  are required by SEC  regulation to
furnish the Company with copies of all Section 16(a) forms they file.

         To the Company's  knowledge,  based solely on a review of the copies of
such reports furnished to the Company and written  representations that no other
reports were  required,  during the fiscal year ended June 30, 1997, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial  owners were complied  with,  with the exception of one executive
officer covering one transaction.

Item 10. Executive Compensation

         Information concerning executive compensation is incorporated herein by
reference  from  the  definitive  Proxy  Statement  for the  Annual  Meeting  of
Stockholders  to be held in 1997,  a copy of which  will be filed not later than
120 days after the close of the fiscal year.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         Information  concerning security ownership of certain beneficial owners
and management is  incorporated  herein by reference  from the definitive  Proxy
Statement for the Annual Meeting of  Stockholders  to be held in 1997, a copy of
which will be filed not later than 120 days after the close of the fiscal year.

Item 12. Certain Relationships and Related Transactions

         Information  concerning certain  relationships and related transactions
is incorporated  herein by reference from the definitive Proxy Statement for the
Annual Meeting of Stockholders to be held in 1997, a copy of which will be filed
not later than 120 days after the close of the fiscal year.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K

         (a)  Exhibits
<TABLE>
<CAPTION>
                                                                                  Reference to
                                                                                  Prior Filing
                                                                                   or Exhibit
  Regulation                                                                         Number
  S-K Exhibit                                                                       Attached
    Number                    Document                                               Hereto
---------------       --------------------------------------                      -------------
<S>                   <C>                                                         <C>
      2               Plan of acquisition, reorganization,                            None
                      arrangement, liquidation, or
                      succession

      3(a)            Articles of Incorporation                                        *

      3(b)            By-Laws                                                          *

      4               Instruments defining the rights of                               *
                      security holders, including
                      debentures

      9               Voting Trust Agreement                                          None

     10               Material Contracts

                      (a) 1993 Stock Option and Incentive                              *
                           Plan
                      (b) Recognition and Retention Plan                               *
                      (c) Employment Agreements                                        *

     11               Statement re:  computation of per                               None
                      share earnings

     12               Statement re:  computation of ratios                        Not required

     13               Annual Report to Security Holders                                13

     16               Letter on change in certifying                                  None
                      accountants

     18               Letter on change in accounting                                  None
                      principles

     21               Subsidiaries of the Registrant                                   21

     22               Published report regarding
                      matters submitted to vote                                        None

     23               Consents of Experts and Counsel                                  23

     24               Power of Attorney                                           Not required

     27               Financial Data Schedule                                          27

     99               Additional exhibits                                             None
</TABLE>

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

*  Filed as exhibits to the Company's Form S-1  registration  statement filed on
   May 28, 1993 (File No. 33-63594)  pursuant to Section 5 of the Securities Act
   of 1933.  All of such  previously  filed  documents  are hereby  incorporated
   herein by reference in accordance with Item 601 of Regulation S-B.

     (b)  Reports on Form 8-K

         During the quarter  ended June 30,  1997,  the Company did not file any
Current Reports on Form 8-K.
<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.

                                        WOOD BANCORP, INC.



Date:   September 29, 1997              By:    /s/ Richard L. Gordley
       -----------------------                 ----------------------
                                               Richard L. Gordley
                                               President, Chief Executive
                                               Officer and Director
                                               (Duly Authorized Representative)

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


/s/ Richard L. Gordley                    /s/ David L. Nagel
-------------------------------           ------------------------------------
Richard L. Gordley, President,            David L. Nagel, Executive Vice
Chief Executive Officer and               President, Chief Financial Officer,
 Director (Principal Executive            Secretary and Director (Principal
 and Operating Officer)                    Financial and Accounting Officer)


Date:  September 29, 1997                 Date:   September 29, 1997
       ------------------                         ------------------ 



/s/ Robert E. Spitler                     /s/ Michael A. Miesle
-------------------------------           ------------------------------------
Robert E. Spitler                         Michael A. Miesle, Director
Chairman of the Board


Date:  September 29, 1997                 Date:   September 29, 1997
       ------------------                         ------------------ 



/s/ Dale L. Myers                         /s/ Randal R. Huber
-------------------------------           ------------------------------------
Dale L. Myers, Director                   Randal R. Huber, Director


Date:  September 29, 1997                 Date:   September 29, 1997
       ------------------                         ------------------ 
<PAGE>
                                Index to Exhibits
                                                              
                                                              
 Exhibit
 Number                                                       
---------

  13              Annual Report to Security Holders           

  21              Subsidiaries of the Registrant              

  23              Consent of Crowe, Chizek and Company        

  27              Financial Data Schedule