U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                           --------------------------
                                   FORM 10-QSB

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

     For the quarterly period ended March 31, 1997


[ ]  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 0-26510

                            NCF FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


                Delaware                                     61-1285330
---------------------------------          ------------------------------------
(State or other jurisdiction               (IRS Employer Identification Number)
of incorporation or organization)


   119 E. Stephen Foster Avenue, Bardstown, Kentucky           40004
----------------------------------------------------      --------------
       (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code: (502) 348-9278
                                                    --------------
   
     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                            X   Yes            No
                                          -----         ------

             Class                        Outstanding
             -----                        -----------


     As of May 5, 1997,  there were 770,500  shares of the  Registrant's  common
stock,  par value  $0.10 per share,  outstanding.  The  Registrant  has no other
classes of common equity outstanding.

<PAGE>


                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                              Bardstown, Kentucky

                                     Index


PART I.
-------

FINANCIAL INFORMATION                                                    Page(s)
                                                                         -------
Item I.
Financial Statements

Consolidated Balance Sheets - (Unaudited) as of June 30, 1996
 and March 31, 1997 ..................................................     3

Consolidated Statements of Income - (Unaudited) for the three
 month periods ended March 31, 1996 and 1997 and nine month
 periods ended March 31, 1996 and 1997 ...............................     4

Consolidated Statements of Stockholders' Equity (Unaudited) ..........     5

Consolidated Statements of Cash Flows - (Unaudited) for the
 nine months ended March 31, 1996 and 1997 ...........................     6

Notes to Consolidated Financial Statements (Unaudited) ...............  7-11

Item 2.
Management's Discussion and Analysis of Financial Condition
 and Results of Operations ........................................... 12-15

PART II.
--------

OTHER INFORMATION

Item 1.  Legal Proceedings ...........................................    16

Item 2.  Changes in Securities .......................................    16

Item 3.  Defaults Upon Senior Securities .............................    16

Item 4.  Submission of Matters to a Vote of Security Holders .........    16

Item 5.  Other Information ...........................................    16

Item 6.  Exhibits and Reports on Form 8-K ............................    16

Signatures ...........................................................    17

                                       2
<PAGE>


                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                          Consolidated Balance Sheets
                                  (Unaudited)
                                 (in thousands)

                                                          June 30,     March 31,
                                                           1996          1997  
                                                           ----          ----  
       Assets
       ------

Cash and due from banks                                   $   195       $   129
Interest-earning deposits                                   4,968         5,077
Loans receivable, net                                      28,861        27,956
Mortgage-backed securities
 (market value - $165 and $154)                               143           133
Premises and equipment, net                                    51           353
Federal Home Loan Bank stock                                  412           434
Interest receivable                                           220           202
Deferred tax asset                                              4            16
Prepaid income tax                                           -               20
Other                                                          51            37
                                                          -------       -------
      Total assets                                        $34,905       $34,357
                                                          =======       =======

   Liabilities and Stockholders' Equity
   ------------------------------------

Deposits                                                  $22,741       $22,091
Accrued expenses and other liabilities                        247           263
Income taxes payable                                          114          -  
                                                          -------       -------

      Total liabilities                                    23,102        22,354

Preferred stock ($.01 par value, 100,000 shares
 authorized; none issued and outstanding)                    -             -
Common stock ($.10 par value, 1,400,000 shares
 authorized; 770,500 shares issued and outstanding)            77            77
Additional paid-in capital                                  7,270         7,284
Retained earnings, substantially restricted                 4,918         5,067
Less unearned compensation:
  Employee stock ownership plan                              (462)         (425)
                                                          -------       -------

      Total stockholders' equity                           11,803        12,003
                                                          -------       -------

      Total liabilities and stockholders' equity          $34,905       $34,357
                                                          =======       =======


The  accompanying  notes are an integral  part of
these  consolidated  financial statements.

                                       3
<PAGE>

                           NCF FINANCIAL CORPORATION
                                AND SUBSIDIARY

                       Consolidated Statements of Income
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>


                                              Three Months Ended       Nine Months Ended
                                                    March 31,               March 31,    
                                              ---------------------    ---------------------
                                                1996         1997         1996       1997 
                                                ----         ----         ----       ---- 
<S>                                            <C>           <C>        <C>        <C>   
Interest income:
  Loans                                        $567          $509       $1,673     $1,655
  Investment securities                          -             13         -            79
  Mortgage-backed securities                      5             4           16         12
  Interest-earning deposits                      69            66          184        152 
                                               ----          ----       ------     ------
      Total interest income                     641           592        1,873      1,898

Interest expense:
  Deposits                                      268           254          834        787
  Federal Home Loan Bank advances                 -             -           18          -   
                                               ----          ----       ------     ------

      Total interest expense                    268           254          852        787 
                                               ----          ----       ------     ------

      Net interest income                       373           338        1,021      1,111

Provision for loan losses                         4             4           12         12 
                                               ----          ----       ------     ------

      Net interest income after provision
       for loan losses                          369           334        1,009      1,099

Non-interest income:
  Loan fees and service charges                   5             4           16         16

Non-interest expenses:
  Compensation and employee benefits            186           118          364        354
  Net occupancy expense                           6             9           17         23
  Deposit insurance premiums                     20             2           45        183
  Data processing                                 9            10           27         29
  State franchise and other taxes                 7             1           21         30
  Professional fees                               7            11           26         47
  Other                                          16            21           48         61 
                                               ----          ----       ------     ------

      Total non-interest expenses               251           172          548        727 
                                               ----          ----       ------     ------

      Income before income taxes                123           166          477        388

Income tax expense                               39            49          163        131 
                                               ----          ----       ------     ------

      Net income                               $ 84          $117       $  314     $  257
                                               ====          ====       ======     ======

Net income per share                           $.12          $.14       $  .43     $  .33
                                               ====          ====       ======     ======

Cash dividend per share                        $.00          $.00       $  .00     $  .15
                                               ====          ====       ======     ======

</TABLE>

The  accompanying  notes are an integral  part of
these  consolidated  financial statements.

                                        4
<PAGE>

                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                Consolidated Statements of Stockholders' Equity
                                  (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>


                                            Additional
                                   Common     Paid-in    Retained    Unearned
                                    Stock     Capital    Earnings    Compensation   Total  
                                    -----     -------    --------    ------------   -----  

<S>                                 <C>      <C>         <C>         <C>         <C>    
Balance, July 1, 1995               $-       $ -         $4,636      $  -        $ 4,636

Net income                           -         -            398         -            398

Net proceeds from sale
 of common stock                     77       7,259        -          (500)        6,836

Fair value of shares committed
 to be released from ESOP plan       -           11        -            38            49

Cash dividend paid                   -            -        (116)         -          (116)
                                    ---      ------      ------      -----       -------

Balance, June 30, 1996               77       7,270       4,918       (462)       11,803

Net income nine months ended
 March 31, 1997                      -         -            257         -            257

Fair value of shares committed
 to be released from ESOP plan       -           14        -            37            51

Cash dividend paid                   -         -           (108)         -          (108)
                                    ---      ------      ------      -----       -------

Balance, March 31, 1997             $77      $7,284      $5,067      $(425)      $12,003
                                    ===      ======      ======      =====       =======
</TABLE>

The  accompanying  notes are an integral  part of
these  consolidated  financial statements.

                                       5
<PAGE>

                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                     Consolidated Statements of Cash Flows
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                                March 31,    
                                                           ---------------------    
                                                             1996        1997  
                                                             ----        ----  
<S>                                                        <C>       <C> 
Operating Activities:
  Net income                                               $   314   $   257
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation                                                10        11
    Provision for loan losses                                   12        12
    Deferred income taxes (benefit)                            (33)      (12)
    FHLB dividends received in stock                           (20)      (22)
    Amortization of deferred loan origination fees, net       -           (1)
    Accretion of discounts on mortgage-backed securities      -         -
    Increase in allowance for uncollectible interest            14        86
    Increase in interest receivable                           (122)     (146)
    Decrease in other assets                                    15        14
    Increase in accrued expenses and other liabilities          35        16
    Increase (decrease) in current income taxes payable         87      (134)
    ESOP plan expense                                           36        59
                                                           -------   -------
Net Cash Provided By Operating Activities                      348       140

Investing Activities:
  Principal payments on mortgage-backed securities              33        10
  Purchase of investment securities held-to-maturity          -       (2,921)
  Maturities of investment securities held-to-maturity        -        3,000
  Net (increase) decrease in loans originated               (1,421)      893
  Acquisition of premises and equipment                       -         (313)
                                                           -------   -------
Net Cash (Used In) Provided By Investing Activities         (1,388)      669

Financing Activities:
  Net decrease in deposits                                    (757)     (650)
  Repayments of FHLB advances                                 (700)     -
  Stock conversion cost                                       (239)     -
  Common stock issued                                        7,705      -
  ESOP loan                                                   (500)     -
  Dividends paid                                              -         (116)
                                                           -------   -------

Net Cash Provided By (Used In) Financing Activities          5,509      (766)
                                                           -------   -------

Increase In Cash and Cash Equivalents                        4,469        43

Cash and Cash Equivalents, beginning of period               1,201     5,163
                                                           -------   -------

Cash and Cash Equivalents, end of period                   $ 5,670   $ 5,206
                                                           =======   =======

Supplemental Disclosures:
  Noncash investing and financing activities:
   Cash paid during the period for:
    Interest                                               $   912   $   830
                                                           =======   =======

    Income taxes                                           $   109   $   279
                                                           =======   =======
</TABLE>

The  accompanying  notes are an integral  part of 
these  consolidated  financial statements.

                                       6
<PAGE>
                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


1.   NCF Financial Corporation
     -------------------------

     NCF Financial  Corporation (the "Company") was incorporated  under the laws
     of the State of Delaware  for the purpose of becoming  the savings and loan
     holding company of Nelson County Federal Savings and Loan  Association (the
     "Association")  in  connection  with the  Association's  conversion  from a
     federally-chartered    mutual   savings   and   loan   association   to   a
     federally-chartered  stock  savings and loan  association,  pursuant to its
     Plan  of  Conversion.   The  Company   commenced  on  August  24,  1995,  a
     Subscription  Offering of its shares in connection  with the  conversion of
     the Association (the "Conversion"). At October 12, 1995, the Conversion was
     complete.  The financial  statements of the  Association are presented on a
     consolidated  basis  with  those  of  the  Company.   In  July,  1996,  the
     Association  changed its name to Nelson  County  Federal  Savings Bank (the
     "Bank").  Effective  April  2,  1997,  the  Bank  has  been  approved  as a
     commercial  state Bank and has  changed  its name to NCF Bank and Trust Co.
     The consolidated  financial statements included herein are for the Company,
     the  Bank  and  the  Bank's  wholly  owned   subsidiary,   Nelson   Service
     Corporation.  The  impact  of  Nelson  Service  Corporation  (NSC)  on  the
     consolidated  financial  statements is insignificant.  NSC has no operating
     activity other than to own stock in the third-party service bureau.

2.   Basis of Preparation
     --------------------

     The accompanying  unaudited consolidated financial statements were prepared
     in  accordance  with  instructions  for Form 10-QSB and  therefore,  do not
     include  all  disclosures  necessary  for a  complete  presentation  of the
     consolidated statements of financial condition,  consolidated statements of
     income,  consolidated  statements of stockholders' equity, and consolidated
     statements of cash flows in conformity with generally  accepted  accounting
     principles.   However,  all  adjustments  which  are,  in  the  opinion  of
     management,  necessary for the fair  presentation of the interim  financial
     statements  have been  included.  The statement of income for the three and
     nine month  periods ended March 31, 1997 is not  necessarily  indicative of
     the results which may be expected for the entire year.

3.   Earnings Per Share
     ------------------

     Earnings per share amounts for the three and nine month periods ended March
     31,  1996 and 1997 are based on the  average  number of shares  outstanding
     throughout  the period,  except that the initial  issue of common stock has
     been given an effective date of October 12, 1995.  Unallocated  ESOP shares
     are not considered as outstanding for this calculation.

                                       7
<PAGE>


                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)

4.   New Accounting Standards
     ------------------------     
        
     In November,  1992,  FASB issued SFAS No. 112  "Employers'  Accounting  for
     Postemployment   Benefits."  SFAS  No.  112  requires  recognition  of  the
     obligations  to  provide  postemployment  benefits  to former  or  inactive
     employees after employment,  but before retirement.  The effective date for
     this  statement is for fiscal years  beginning  after December 15, 1993. At
     March 31, 1997,  the statement has no material  impact on the  consolidated
     financial statements.

     In November,  1993, the American  Institute of Certified Public Accountants
     issued Statement of Position 93-6 "Employers' Accounting for Employee Stock
     Ownership  Plans." This  statement is effective for fiscal years  beginning
     after December 15, 1993.  This statement  changes the way employers  report
     transactions  with a leveraged  employee stock ownership plan ("ESOP").  It
     requires,  among other things,  that:  (1) for ESOP shares  committed to be
     released in a period to compensate  employees  directly,  employers  should
     recognize compensation cost equal to the fair value of the shares committed
     to be released,  and (2) for earnings-per-share  computations,  ESOP shares
     that have been committed to be released  should be considered  outstanding.
     ESOP  shares  that have not been  committed  to be  released  should not be
     considered outstanding.
       
     In November, 1995, the FASB's Emerging Issues Task Force (EITF) issued EITF
     D-47  concerning the  accounting for special  assessments of FDIC insurance
     premiums for SAIF member institutions. This opinion requires recognition of
     an accrual for the FDIC special  assessment in the period when  legislation
     was enacted to provide for such assessment. This opinion does not allow the
     charge to earnings to be  recorded as an  extraordinary  item and should be
     recorded as a component of operating income. See further discussion in note
     6 as to the impact on these financial statements.

     In October, 1995, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards No. 123,  "Accounting  for  Stock-Based
     Compensation"  (SFAS 123).  This statement must be adopted on a prospective
     basis by July 1,  1996.  SFAS 123  encourages,  but does not  require,  the
     adoption of a fair value  method of  accounting  for  employee  stock-based
     compensation  transactions.  Companies  are also  permitted  to continue to
     account  for such  transactions  under  Accounting  Principles  Board (APB)
     Opinion No. 25,  "Accounting  for Stock Issued to Employees,"  but would be
     required to disclose in a note to the  financial  statements  proforma  net
     income and earnings per share as if the new method of  accounting  had been
     applied.  Management  has  elected  to  continue  to account  for  employee
     stock-based  compensation  transactions  under APB  Opinion No. 25 and will
     disclose the proforma data required by SFAS 123.  Management has determined
     that SFAS 123 will not have a material effect on the consolidated financial
     statements.

                                       8
<PAGE>

                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


5.   Plan of Conversion
    ------------------
       
     On April 27, 1995, the Bank's Board of Directors  formally  approved a plan
     ("Plan") to convert from a federally-chartered mutual savings and loan to a
     federally-chartered stock savings and loan which was approved by the Bank's
     members on July 31, 1995. The Plan,  which includes  formation of a holding
     company,  was  approved  by the  Office  of  Thrift  Supervision  (OTS) and
     included the filing of a  registration  statement  with the  Securities and
     Exchange Commission.
       
     NCF  Financial  Corporation  was formed on June 19,  1995,  as the  holding
     company  for  Nelson  County  Federal  Savings  and  Loan   Association  in
     connection with Association's conversion from a federally-chartered  mutual
     savings and loan  association  to a  federally-chartered  stock savings and
     loan association ("Conversion").
        
     On October 12, 1995,  the Company  issued and sold 770,500 shares of common
     stock at $10 per share in its initial  public  offering,  including  50,000
     shares  to  the  Bank's  ESOP.  The  net  proceeds  to  the  Company  after
     recognizing  approximately  $374,000 of expenses and underwriting costs and
     $500,000 of employee compensation plans were approximately $6.8 million.

     The Company  used $3.7  million of the net  proceeds to purchase all of the
     outstanding  capital  stock of the Bank and invested  virtually  all of the
     remaining proceeds in short-term investments (after loaning $500,000 to the
     Bank's ESOP).
      
     The Bank may not declare or pay a cash dividend if the effect thereof would
     cause its net worth to be reduced below either the amounts required for the
     liquidation account discussed below or the regulatory capital  requirements
     imposed by the OTS.
       
     At the time of conversion, the Bank established a liquidation account in an
     amount  equal  to  its  retained   earnings  as  reflected  in  the  latest
     consolidated  balance sheet used in the final  conversion  prospectus.  The
     liquidation  account will be maintained for the benefit of eligible account
     holders who continue to maintain  their deposit  accounts in the Bank after
     conversion. In the event of a complete liquidation of the Bank (and only in
     such an event), eligible depositors who continue to maintain accounts shall
     be entitled to receive a distribution  from the liquidation  account before
     any liquidation may be made with respect to common stock.

                                       9
<PAGE>
                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


6.   Deposit Insurance Premiums
     --------------------------

     Prior to  September  30, 1996,  the Bank paid an  insurance  premium to the
     Federal Deposit Insurance  Corporation (FDIC) equal to at least .23% of its
     total  deposits  as a member  of the  Savings  Association  Insurance  Fund
     (SAIF).  Effective  January 1, 1996, the FDIC lowered the annual  insurance
     premium for members of the Bank Insurance Fund (BIF) to $2,000 minimum. The
     disparity in insurance  premiums between BIF and SAIF created a competitive
     disadvantage for SAIF members by enabling BIF members to attract and retain
     deposits at a lower  effective cost than that possible for the Bank and put
     competitive  pressure  on the  Bank to raise  its  interest  rates  paid on
     deposits,  thus  increasing  its cost of funds and  possibly  reducing  net
     interest income. The resultant competitive disadvantage could have resulted
     in the Bank  losing  deposits  to BIF members who had a lower cost of funds
     and were  therefore  able to pay  higher  rates of  interest  on  deposits.
     Although the Bank had other sources of funds,  these other sources may have
     had higher costs than those of deposits.
       
     In order to allow  SAIF  members  to enjoy the same  premium  levels as BIF
     members,  legislation was enacted on September 30, 1996.  This  legislation
     required a special  one-time  premium  assessment of 65.7 cents per $100 of
     deposits.  Under FASB EITF D-47, the Company has incurred an assessment  of
     approximately  $153,000  and has recorded  this charge to normal  operating
     expense  during the  quarter  ended  September  30,  1996.  This  charge to
     earnings was offset by approximately $52,000 in tax benefits.
    
     Beginning January 1, 1997,  deposit insurance  assessments for SAIF members
     were reduced to approximately  .064% of deposits on an annual basis that is
     expected to continue through the end of 1999. During this same period,  BIF
     members  are  expected  to be  assessed  approximately  .013% of  deposits.
     Thereafter,  assessments  for BIF and SAIF  members  should be the same and
     SAIF  and  BIF  may  be  merged.  It  is  expected  that  these  continuing
     assessments for both SAIF and BIF members will be used to repay outstanding
     Financing  Corporation  bond  obligations.  As a result  of these  changes,
     beginning January 1, 1997, the rate of deposit insurance  assessed the Bank
     declined by approximately  70%. In addition,  there is certain  legislation
     that allows for the  conversion of the thrift  charter into a bank charter.
     The tax impact of  elimination of the thrift charter could have resulted in
     recapture of existing  bad debt  reserves for income tax purposes in excess
     of those allowed for banks.  However,  this potential tax  implication  has
     generally been eliminated.  As a result of this  legislation,  the Bank has
     filed  applications  to obtain a commercial  state bank charter.  Effective
     April 2, 1997,  the Bank has received final approval and will operate under
     a Bank charter for the quarter ended June 30, 1997.

                                       10

<PAGE>

                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


7.   Employee Stock Ownership Plan (ESOP)
     ------------------------------------

     The Bank has established for eligible employees an Employee Stock Ownership
     Plan  ("ESOP").  The ESOP borrowed  $500,000  from the Holding  Company and
     purchased 50,000 common shares issued in the offering. The Bank is expected
     to make scheduled cash  contributions to the ESOP sufficient to service the
     amount  borrowed.  The $500,000 in stock  issued by the Holding  Company is
     reflected in the accompanying consolidated financial statements as a charge
     to unearned  compensation and a credit to common stock and paid-in capital.
     In  accordance  with  GAAP,  the  unpaid  balance of the ESOP loan has been
     eliminated  in  consolidation  and  the  unamortized  balance  of  unearned
     compensation is shown as a deduction of stockholders' equity.
       
     For the three and nine months ending March 31, 1997,  compensation from the
     ESOP of  approximately  $17,717 and $51,579,  respectively,  was  expensed.
     Compensation  is  recognized  at the  average  fair  value  of the  ratably
     released  shares during the  accounting  period as the employees  performed
     services.  At March 31, 1997, the ESOP had  approximately  7,500  allocated
     shares and 42,500  unallocated  shares.  The fair value of the  unallocated
     shares at March 31, 1997, was approximately $610,938.
        
     The Plan  administrators  will determine whether dividends on allocated and
     unallocated shares will be used for debt service.  Any allocated  dividends
     used will be replaced with common stock of equal value.  For the purpose of
     computing earnings per share, all ESOP shares committed to be released have
     been considered outstanding.

                                       11

<PAGE>
Item 2.

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


General

The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company.  References to
the "Company"  include NCF Financial  Corporation  and/or Nelson County  Federal
Savings Bank, as appropriate.

Comparison of Financial Condition at June 30, 1996 and March 31, 1997

Total  consolidated  assets of the Company at March 31, 1997 have  decreased  by
approximately  $548,000  since June 30,  1996.  Total  consolidated  assets were
approximately  $34.4  million  and $34.9  million at March 31, 1997 and June 30,
1996, respectively.

The primary  change to the balance  sheet are the  Company's  capital  expansion
plans consisting of the construction of a new main office location. Construction
in  progress to date  equals  $311,000  which is  reflected  in the  increase to
Premises and Equipment. The Company also experienced some prepayment of mortgage
loans which resulted in a decline in Loans Receivable of approximately  $905,000
from June 30, 1996 to March 31, 1997.

There  was a  decrease  in  deposits  of  approximately  $650,000  or 2.8%  from
$22,741,000 at June 30, 1996 to $22,091,000 at March 31, 1997.  Although this is
only a small decline due to normal customer balance  maintenance,  management is
looking at expanding customer account services to provide future deposit growth.


Comparison  of Results of  Operations  for the Three Months Ended March 31, 1996
and 1997 and the Nine Months Ended March 31, 1996 and 1997

Net Income. Net income increased $33,000 from $84,000 for the three months ended
March 31, 1996 to $117,000 for the three  months ended March 31, 1997  primarily
because of decreases in non-interest  expense.  Net income decreased $57,000 for
the nine months ended March 31, 1997 when  compared to the same period for March
31,  1996.  However,  this  decrease  for the nine  month  period  is  primarily
attributed  to the  payment  of the FDIC  special  assessment  of  approximately
$101,000 (net of tax). Without this special assessment accrual, net income would
have increased by  approximately  $44,000 or 14.01% for the nine month period as
compared to last year.  Net income of $257,000  for the nine months  ended March
31, 1997 resulted in earnings per share of .33 cents.

Net Interest Income. Net interest income decreased $35,000 or 9.4% from $373,000
for the three months ended March 31, 1996 to $338,000 for the three months ended
March 31, 1997. This was primarily attributable to certain loans being placed on
non-accrual  status  during the three months ended March 31, 1997.  Net interest
income  increased  $90,000 or 8.81% from  $1,021,000  for the nine months  ended
March 31, 1996 to  $1,111,000  for the nine months  ended  March 31,  1997.  The
improvement  in net interest  income  primarily  reflects an increase in average
interest-earning assets over average  interest-bearing  liabilities for the Bank
of $1.8 million or 18.4% for the nine months ended March 31, 1997 as compared to
1996,  offset by a decrease in the  interest  rate spread from 2.99 for the nine
months  ended March 31, 1996 to 2.75% for the nine months  ended March 31, 1997.
One of the factors  contributing  to the decrease in the interest rate spread is
the placement of certain loans on non-accrual status.  These loans are discussed
under "Interest Income".

                                       12
<PAGE>


Interest Income.  Total interest income decreased  $49,000 from $641,000 for the
three  months  ended March 31, 1996 to $592,000 for the three months ended March
31, 1997.  Interest on loans  decreased  $58,000  primarily due to certain loans
being placed on non-accrual status during the quarter.  As previously  disclosed
in the most recent  Form 10-KSB,  the Company  originates  speculative  loans to
residential  builders  who  have  established  business  relationships  with the
Company.  During the quarter ended March 31, 1997, the Company  learned that two
such builders had  experienced  financial  difficulties  as a result of disputed
divorce  settlements that eventually evolved into bankruptcy  actions.  Loans to
these  builders  totaled  $711,000 at March 31, 1997 and include 6 loans for the
construction of, or for partially and fully completed,  single family homes, all
within one  subdivision.  After its review of these  construction  loans and the
circumstances  affecting future  completion and sale of the collateral  securing
these loans,  the Company has ceased to accrue  interest  income on these loans,
but does not believe that it will ultimately experience any loss on these loans.
However, while these loans remain on non-accrual status, interest income will be
negatively  impacted.  Subsequent to March 31, 1997, the Company is now carrying
four of these  properties  in real estate  owned and two of the  properties  are
going to be sold at an auction in the near future.

This  statement of beliefs  concerning the repayment of these loans and possible
loan losses is a forward looking statement.  The Private  Securities  Litigation
Reform Act of 1995 (the  "Act")  provides  protection  to the  Company in making
certain forward looking statements that are accompanied by meaningful cautionary
statements  that identify  important  factors that could cause actual results to
differ materially from the forward looking  statement.  Construction  lending is
generally  considered  to involve a higher  degree of credit risk than long-term
financing  of  residential   properties.   The  Company's  risk  of  loss  on  a
construction loan is dependent largely upon the accuracy of the initial estimate
of the property's  value at completion of  construction  or development  and the
estimated cost of  construction.  If the estimate of  construction  cost and the
marketability  of the  property  upon  completion  of the  project  prove  to be
inaccurate, the Company may be compelled to advance additional funds to complete
the development.  Furthermore, if the estimate of value proves to be inaccurate,
the Company may be confronted,  at or prior to the maturity of the loan,  with a
property with a value that is insufficient  to assure full  repayment.  Further,
for  speculative  loans  originated to builders,  the ability to sell  completed
dwelling  units  will  depend,  among  other  things,  on  demand,  pricing  the
availability of comparable properties, and economic conditions.

Total  interest  income  increased  $25,000 from  $1,873,000 for the nine months
ended March 31, 1996 to  $1,898,000  for the nine months  ended March 31,  1997.
Interest  on loans  decreased  $18,000  or 1.1%.  An  increase  of  $15,000  was
attributable  to a .69% rise in the average balance of loans  outstanding  which
was offset by a $33,000  decrease  attributable to the average yield on the loan
portfolio  decreasing  from 8.02% during the nine months ended March 31, 1996 to
7.81% during the nine months ended March 31, 1997.

Interest income on mortgage-backed securities  decreased by $1,000 for the three
months ended March 31, 1997 when compared to the same period for March 31, 1996.
Interest income on mortgage-backed securities  decreased $4,000 from $16,000 for
the nine months  ended March 31, 1996 to $12,000 for the nine months ended March
31,  1997.  This  decrease  was solely due to the  principal  repayments  on the
existing portfolio.

                                       13
<PAGE>

Interest income from other  interest-earning  assets  increased  $10,000 for the
three months  ended March 31, 1997  compared to the three months ended March 31,
1996. Interest income from other interest-earning  assets increased $47,000 from
$184,000  for the nine months  ended  March 31,  1996 to  $231,000  for the nine
months ended March 31, 1997.The average balance of other interest-earning assets
for the Bank  increased  $663,000 or 13.6% for the nine  months  ended March 31,
1997. In addition,  the average yield  continued to increase for the nine months
ended March 31, 1997 from 5.42% to 5.54%  which in  combination  with the volume
increase resulted in the overall increase.

Interest Expense. Interest expense decreased $14,000 from $268,000 for the three
months  ended March 31, 1996 to $254,000  for the three  months  ended March 31,
1997. Interest expense decreased $65,000 from $852,000 for the nine months ended
March 31,  1996 to  $787,000  for the nine  months  ended  March 31,  1997.  The
decrease  for the nine  months  ended March 31, 1997 was the result of a $18,000
decrease in interest on advances that were  outstanding in 1995 but not in 1996.
Between  the nine months  ended  March 31, 1996 and nine months  ended March 31,
1997, the average balance of deposits  decreased by $762,000,  and average rates
decreased from 4.79% to 4.70%. Both of these factors  attributed to the decrease
in interest expense.

Provision  for Loan Losses.  The  provision for loan losses for the three months
and nine months ended March 31, 1996 was $4,000 and $12,000,  respectively,  and
was the same for the  three  months  and  nine  months  ended  March  31,  1997.
Historically, management has emphasized the Company's loss experience over other
factors in  establishing  provisions  for loan losses.  However,  management has
reviewed the allowance for loan losses in relation to the Company's  composition
of its loan portfolio and  observations of the general economic climate and loan
loss  expectations.  See  "Interest  Income" for a discussion  of certain  loans
placed on non-accrual status during the quarter ended March 31, 1997.

Non-Interest Income. Fee income and other service charges of $4,000 and $16,000,
respectively, for the three months and nine months ended March 31, 1997 remained
relatively  stable when compared to the three months and nine months ended March
31, 1996.

Non-Interest  Expense.  Non-interest  expense decreased by $79,000 from $251,000
for the three months ended March 31, 1996 to $172,000 for the three months ended
March 31, 1997. This decrease was due to the  implementation of the Supplemental
Executive Retirement Plan (SERP) during the three months ended March 31, 1996 in
which the Bank  incurred a charge to earnings of $95,000.  Non-interest  expense
increased by $179,000 from $548,000 for the nine months ending March 31, 1996 to
$727,000  for the nine months  ended March 31,  1997.  These  increases  are the
direct  result  of the  special  one-time FDIC  assessment  accrual,  additional
operating  expense as a public company and the effect of increased  compensation
from the  recognition of allocated ESOP shares at fair market value.  During the
nine month  period  ended  March 31,  1997,  the Company  recognized  a $153,000
expense  accrual for the FDIC special  assessment.  During the nine month period
ending March 31, 1997, the Company  recognized  $52,000 of compensation  expense
related to the Employee Stock Ownership Plan compared to $32,000 of compensation
expense for the nine months ended March 31,  1996.  Other  non-interest  expense
items remained relatively stable with minor percentage changes.

                                       14
<PAGE>

Income Taxes.  The effective tax rate for the three months ending March 31, 1996
and 1997 and the nine months  ending  March 31, 1996 and 1997 was  approximately
34%.  Since there are no state income taxes  imposed on the Bank,  the effective
tax rate remained at approximately the federal statutory percentage.

Liquidity  and Capital  Resources.  The Company's  primary  sources of funds are
deposits  and  proceeds  from  principal  and  interest  payments  on loans  and
investment securities.  While maturities and scheduled amortization of loans and
investment  securities  are a  predictable  source of funds,  deposit  flows and
mortgage prepayments are greatly influenced by general interest rates,  economic
conditions and competition.  The Company's  primary  investing  activity is loan
originations.  The  Company  maintains  liquidity  levels  adequate to fund loan
commitments,  investment opportunities,  deposit withdrawals and other financial
commitments.  At March 31, 1997, the Bank has a commitment for the  construction
of a new bank location with an  anticipated  cost of  approximately  $500,000 of
which  approximately  $311,000 has been funded.  The Bank  received  approval to
convert its charter to that of a commercial  bank chartered by the  Commonwealth
of Kentucky  effective  April 2, 1997.  The Company was approved by the Board of
Governors of the Federal  Reserve  System ("FRB") for authority to act as a bank
holding  company.  Following  this  conversion,  the Bank and the Company became
subject to capital and other requirements imposed by these regulators as well as
by the FDIC.  During  the  quarter  under  report,  the  Company  was  primarily
regulated  by the Office of Thrift  Supervision  ("OTS") and was not required to
maintain any capital levels.  Prior to the  conversion,  the Bank was subject to
regulation primarily by the Office of Thrift Supervision and the FDIC. Following
these events, the Company became subject to regulation primarily by the FRB and,
to a lesser extent, the FDIC and the Bank became subject to regulation primarily
by the Commonwealth of Kentucky and the FDIC.  However,  it is not expected that
the change in regulators or the imposition of new capital requirements will have
a material  adverse impact on the liquidity or capital  resources of the Company
or the Bank.  Management  also does not believe,  based on its  discussion  with
these  regulators,  that the change in regulators  will have a material  adverse
impact on the operations of the Company or the Bank. Management has no knowledge
of any other trends,  events or  uncertainties  that will have or are reasonably
likely  to  have  material  effects  on  the  liquidity,  capital  resources  or
operations  of the  Company.  Further,  management  is not aware of any  current
recommendations by the regulatory authorities which, if implemented,  would have
such an effect.

                                       15
<PAGE>


Part II

                               OTHER INFORMATION



Item 1.   Legal Proceedings
          -----------------

          From time to time, the Company and any  subsidiaries may be a party to
          various legal proceedings incident to its or their business.  At March
          31, 1997, there were no legal  proceedings to which the Company or any
          subsidiary  was a party,  or to which  of any of  their  property  was
          subject,  which were  expected by  management  to result in a material
          loss.

Item 2.   Changes in Securities
          ---------------------

          None

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          None

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

          None

Item 5.   Other Information
          -----------------

          None

Item 6.   Exhibits and Reports on Form 8-K
          -------------------------------

          (a) Exhbibits:  Exhibit 27 (financial data schedule)
          (b) No reports on Form 8-K were filed during the quarter ended  March 
              31, 1997.

                                       16
<PAGE>

                                   SIGNATURES






Pursuant  to the  requirements  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.


                                              NCF FINANCIAL CORPORATION


Date:     May 12, 1997                        By /s/ Dan R. Biggs             
          ------------                           -------------------------------
                                                 Dan R. Biggs
                                                 (Vice President and Principal
                                                  Financial Officer and duly
                                                  authorized representative)


                                       17