SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-K/A


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

                For the fiscal year ended September 30, 1998

                                     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 No.:  0-26242
                                              -------

                      Fort Thomas Financial Corporation
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

                Ohio                                61-1278396
        ---------------------                 --------------------
      (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)     Identification Number)

      25 North Fort Thomas Avenue
            Fort Thomas, Kentucky                        41075
      ---------------------------                     ----------
                  (Address)                           (Zip Code)

      Registrant's telephone number, including area code:  (606) 441-3302

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports 
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
Yes   X   No-

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K/A or any 
amendment to this Form 10-K/A.     [X]


                                Exhibit Index
                                -------------

<TABLE>
<CAPTION>

                                                                          Page

<S>      <C>                                                              <C>
 2.1     Plan of Conversion                                               *
 3.1     Amended and Restated Articles of Incorporation of Fort Thomas
          Financial Corporation                                           **
 3.2     Code of Regulations of  Fort Thomas Financial Corporation        *
 3.3     Bylaws of Fort Thomas Financial Corporation                      *
 4.0     Stock Certificate of Fort Thomas Financial Corporation           ***
10.5     Employment Agreement between Fort Thomas Financial Corporation
          and Larry N. Hatfield                                           *
10.6     Employment Agreement between Fort Thomas Financial Corporation
          and J. Michael Lonnemann                                        *
13.0     1998 Annual Report to Stockholders                               ****
22.0     Subsidiaries of the Registrant - Reference is made to
          "Item 1 Business - Subsidiaries" for the required information


--------------------
<F*>     Incorporated herein by reference from the Company's Registration 
         Statement on Form S-1 filed with the SEC on March 7, 1995.

<F**>    Incorporated herein by reference from the Company's Registration 
         Statement on Form 8-A filed with the SEC on June 14, 1995.

<F***>   Incorporated herein by reference from the Company's Form 10-K for 
         fiscal 1995.

<F****>  Filed with this Form 10-K/A, mistakenly omitted from original 10-K 
         filing.

</TABLE>
                                 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.


                                       FORT THOMAS FINANCIAL CORPORATION


                                       By:  /s/ Larry N. Hatfield
                                            -------------------------
                                            Larry N. Hatfield
                                            President and Chief
                                            Executive Officer


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


/s/ Larry N. Hatfield                 February 3, 1999
---------------------------
Larry N. Hatfield
President and Chief
Executive Officer


/s/ Robert L. Grimm                    February 3, 1999
---------------------------
Robert L. Grimm
Chairman of the Board


/s/ Harold A. Luersen                  February 3, 1999
---------------------------
Harold A. Luersen
Director


/s/ Don J. Beckmeyer                   February 3, 1999
---------------------------
Don J. Beckmeyer
Director

/s/ J. Steven McLane                   February 3, 1999
---------------------------
J. Steven McLane
Director


/s/ J. Michael Lonnemann               February 3, 1999
---------------------------
J. Michael Lonnemann
Vice President and Secretary
(Principal accounting officer)