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 December 31, 1996


      [ ]       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 of                            (IRS Employer 
incorporation or organization)                          Identification Number)  


   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 January  21,  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 December 31, 1996 ...............................................     3

Consolidated Statements of Income - (Unaudited) for the three
 month periods ended December 31, 1995 and 1996 and six
 month periods ended December 31, 1995 and 1996 ......................     4

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

Consolidated Statements of Cash Flows - (Unaudited) for the
 six months ended December 31, 1995 and 1996 .........................     6

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

Item 2.
Management's Discussion and Analysis of Financial Condition
 and Results of Operations ........................................... 12-14

PART II.

OTHER INFORMATION

Item 1.  Legal Proceedings ...........................................    15

Item 2.  Changes in Securities .......................................    15

Item 3.  Defaults Upon Senior Securities .............................    15

Item 4.  Submission of Matters to a Vote of Security Holders .........    15

Item 5.  Other Information ...........................................    15

Item 6.  Exhibits and Reports on Form 8-K ............................    15

Signatures ...........................................................    16





                                        2

<PAGE>

                           NCF FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                          Consolidated Balance Sheets
                                  (Unaudited)
                                 (in thousands)




                                                          June 30,  December 31,
                                                            1996       1996
                                                          --------  ------------
       Assets
       ------

Cash and due from banks                                   $   195     $   192
Interest-earning deposits                                   4,968       2,403
Loans receivable, net                                      28,861      27,882
Investment securities
 (market value - $-0- and $2,987)                               -       2,921
Mortgage-backed securities
 (market value - $165 and $161)                               143         138
Premises and equipment, net                                    51          95
Federal Home Loan Bank stock                                  412         427
Interest receivable                                           220         299
Deferred tax asset                                              4          16
Prepaid income tax                                              -          36
Other                                                          51          20
                                                          -------     -------
      Total assets                                        $34,905     $34,429
                                                          =======     =======

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

Deposits                                                  $22,741     $22,363
Accrued expenses and other liabilities                        247         198
Income taxes payable                                          114           -
                                                          -------     -------
      Total liabilities                                    23,102      22,561

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       7,278
Retained earnings, substantially restricted                 4,918       4,950
Less unearned compensation:
  Employee stock ownership plan                              (462)       (437)
                                                          -------     -------
      Total stockholders' equity                           11,803      11,868
                                                          -------     -------
      Total liabilities and stockholders' equity          $34,905     $34,429
                                                          =======     =======




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       Six Months Ended
                                                  December 31,            December 31,
                                               ------------------       ----------------
                                               1995          1996        1995      1996
                                               ----          ----       -----      ----
Interest income:
<S>                                            <C>           <C>        <C>       <C>   
  Loans                                        $562          $571       $1,106    $1,146
  Investment securities                           -            40            -        66
  Mortgage-backed securities                      6             4           11         8
  Interest-earning deposits                      75            38          115        86
                                               ----          ----       ------    ------

      Total interest income                     643           653        1,232     1,306

Interest expense:
  Deposits                                      277           264          566       533
  Federal Home Loan Bank advances                 -             -           18         -
                                               ----          ----       ------    ------

      Total interest expense                    277           264          584       533
                                               ----          ----       ------    ------

      Net interest income                       366           389          648       773

Provision for loan losses                         4             4            8         8
                                               ----          ----       ------    ------

      Net interest income after provision
       for loan losses                          362           385          640       765

Non-interest income:
  Loan fees and service charges                   5             6           11        12

Non-interest expenses:
  Compensation and employee benefits            102           111          178       236
  Net occupancy expense                           5             7           11        14
  Deposit insurance premiums                     12            14           25       181
  Data processing                                 8             8           18        19
  State franchise and other taxes                 7            14           14        29
  Professional fees                              16            17           19        36
  Other                                          17            22           32        40
                                               ----          ----       ------    ------

      Total non-interest expenses               167           193          297       555
                                               ----          ----       ------    ------

      Income before income taxes                200           198          354       222

Income tax expense                               68            82          124        82
                                               ----          ----       ------    ------

      Net income                               $132          $116       $  230    $  140
                                               ====          ====       ======    ======

Net income per share                           $.18          $.16       $  .32    $  .19
                                               ====          ====       ======    ======

Cash dividend per share                        $.00          $.15       $  .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, June 30, 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 six months ended                                                             
 December 31, 1996                      -            -         140            -              140
                                                                                        
Fair value of shares committed                                                          
 to be released from ESOP plan          -            8           -           25               33
                                                                                        
Cash dividend paid                      -            -        (108)           -             (108)
                                    -----       ------      ------       ------          -------
                                                                                        
Balance, December 31, 1996          $  77       $7,278      $4,950       $ (437)         $11,868
                                    =====       ======      ======       ======          =======


</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)


                                                            Six Months Ended
                                                              December 31,
                                                            ----------------
                                                            1995       1996
                                                            ----       -----
Operating Activities:
  Net income                                              $   230    $   140
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation                                                7          7
    Provision for loan losses                                   8          8
    Deferred income taxes (benefit)                             -        (12)
    FHLB dividends received in stock                          (13)       (14)
    Amortization of deferred loan origination fees, net         -          -
    Accretion of discounts on mortgage-backed securities        -          -
    Increase in allowance for uncollectible interest            6         55
    Increase in interest receivable                           (73)      (134)
    Decrease in other assets                                   48         31
    Decrease in accrued expenses and other liabilities       (124)       (49)
    Increase (decrease) in current income taxes payable        51       (150)
    ESOP plan expense                                          16         41
                                                          -------    -------

Net Cash Provided By (Used In) Operating Activities           156        (77)

Investing Activities:
  Principal payments on mortgage-backed securities             13          5
  Purchase of investment securities held-to-maturity            -     (2,921)
  Net (increase) decrease in loans originated              (1,883)       971
  Acquisition of premises and equipment                         -        (52)
                                                          -------    -------

Net Cash Used In Investing Activities                      (1,870)    (1,997)

Financing Activities:
  Net decrease in deposits                                 (1,391)      (378)
  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         4,875       (494)
                                                          -------    -------

Increase (Decrease) In Cash and Cash Equivalents            3,161     (2,568)

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

Cash and Cash Equivalents, end of period                  $ 4,362    $ 2,595
                                                          =======    =======

Supplemental Disclosures:
  Noncash investing and financing activities:
   Cash paid during the period for:
    Interest                                              $   695    $   614
                                                          =======    =======

    Income taxes                                          $    72    $   244
                                                          =======    =======


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").

     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
     six month periods ended December 31, 1996 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 six  month  periods  ended
     December  31,  1995 and 1996 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
     September  30,  1996,   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
     are expected to be reduced to approximately  .064% of deposits on an annual
     basis  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 will
     decline 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 is
     currently  filing  applications to obtain a commercial  state bank charter,
     however, final approval has not been received.


                                       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 six months ending  December 31, 1996,  compensation  from
     the ESOP of approximately $25,105 and $33,862,  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 December 31, 1996, the ESOP had approximately 6,250 allocated
     shares and 43,750  unallocated  shares.  The fair value of the  unallocated
     shares at December 31, 1996, was approximately $639,844.

     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 December 31, 1996

Total consolidated  assets of the Company at December 31, 1996 have decreased by
approximately  $476,000  since June 30,  1996.  Total  consolidated  assets were
approximately  $34.4 million and $34.9 million at December 31, 1996 and June 30,
1996, respectively.

The primary  change in the balance  sheet is the  Company's  efforts to maximize
interest  earnings on liquid assets by repositioning  interest-earning  deposits
into Investment Securities consisting of FHLB Discount Notes of approximately $3
million.  The Company also  experienced  some prepayment of mortgage loans which
resulted in a decline in Loans  Receivable of  approximately  $979,000 from June
30, 1996 to December 31, 1996.

There  was a  decrease  in  deposits  of  approximately  $378,000  or 1.7%  from
$22,741,000 at June 30, 1996 to $22,363,000 at December 31, 1996.  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 December 31, 1995
and 1996 and the Six Months Ended December 31, 1995 and 1996

Net Income.  Net income  decreased  $16,000  from  $132,000 for the three months
ended December 31, 1995 to $116,000 for the three months ended December 31, 1996
primarily  because of increases in non-interest  expense.  Net income  decreased
$90,000 for the six months  ended  December  31, 1996 when  compared to the same
period for December 31, 1995. However, this decrease for the six 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  $11,000 or 4.78% for the six
month period as compared to last year. Net income of $140,000 for the six months
ended December 31, 1996 resulted in earnings per share of .19 cents.

Net Interest Income. Net interest income increased $23,000 or 6.3% from $366,000
for the three  months  ended  December 31, 1995 to $389,000 for the three months
ended December 31, 1996. Net interest income  increased  $125,000 or 19.29% from
$648,000  for the six months  ended  December  31, 1995 to $773,000  for the six
months ended December 31, 1996. The improvement in net interest income primarily
reflects   an  increase  in  average   interest-earning   assets  over   average
interest-bearing  liabilities  for the Bank of $1.9 million or 18.9% for the six
months ended  December 31, 1996 as compared to 1995,  enhanced by an increase in
the interest rate spread from 2.8% for the six months ended December 31, 1995 to
2.91%  for  the  six  months  ended  December  31,  1996.  One  of  the  factors
contributing  to the  increase in the interest  rate spread is the  repayment of
FHLB advances.

                                       12
<PAGE>


Interest Income.  Total interest income increased  $10,000 from $643,000 for the
three  months  ended  December  31, 1995 to $653,000  for the three months ended
December 31, 1996.  Interest on loans  increased  $9,000.  Total interest income
increased  $74,000 from $1,232,000 for the six months ended December 31, 1995 to
$1,306,000  for the six  months  ended  December  31,  1996.  Interest  on loans
increased  $40,000 or 3.6%.  An increase of $28,000 was  attributable  to a 1.3%
rise in the average balance of loans outstanding and $12,000 of the increase was
due to the average yield on the loan portfolio  increasing from 8.00% during the
six months ended December 31, 1995 to 8.06% during the six months ended December
31, 1996.

Interest income on mortgage-backed  securities decreased by $2,000 for the three
months ended December 31, 1996 when compared to the same period for December 31,
1995.  Interest  income on  mortgage-backed  securities  decreased  $3,000  from
$11,000 for the six months ended  December 31, 1995 to $8,000 for the six months
ended  December  31,  1996.  This  decrease  was  solely  due to  the  principal
repayments on the existing portfolio.

Interest income from other interest-earning  assets remained substantially level
for the three months ended  December 31, 1996 compared to the three months ended
December 31, 1995. Interest income from other interest-earning  assets increased
$37,000 from $115,000 for the six months ended December 31, 1995 to $152,000 for
the  six  months  ended  December  31,  1996.  The  average   balance  of  other
interest-earning  assets for the Bank  increased  $618,000  or 12.6% for the six
months ended  December 31, 1996.  In addition,  the average  yield  continued to
increase for the six months ended December 31, 1996 from 5.27% to 5.51% which in
combination with the volume increase resulted in the overall increase.

Interest Expense. Interest expense decreased $13,000 from $277,000 for the three
months ended  December 31, 1995 to $264,000 for the three months ended  December
31, 1996.  Interest expense  decreased  $51,000 from $584,000 for the six months
ended  December 31, 1995 to $533,000 for the six months ended December 31, 1996.
The  decrease  for the six months  ended  December  31, 1996 was the result of a
$18,000  decrease in interest on advances that were  outstanding in 1995 but not
in 1996.  Between the six months  ended  December  31, 1995 and six months ended
December 31, 1996, the average  balance of deposits  decreased by $905,000,  and
average rates decreased from 4.82% to 4.76%. 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 six months ended December 31, 1995 was $4,000 and $8,000, respectively,  and
was the same for the three  months  and six  months  ended  December  31,  1996.
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.

Non-Interest Income. Fee income and other service charges of $6,000 and $12,000,
respectively,  for the three  months  and six months  ended  December  31,  1996
remained  relatively  stable when  compared  to the three  months and six months
ended December 31, 1995.

                                       13

<PAGE>

Non-Interest  Expense.  Non-interest  expense increased by $26,000 from $167,000
for the three  months  ended  December 31, 1995 to $193,000 for the three months
ended  December  31,  1996.  Non-interest  expense  increased  by $258,000  from
$297,000  for the six months  ending  December  31, 1995 to $555,000 for the six
months ended  December 31, 1996.  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 and increased  compensation  from the
recognition of the Directors  Consultation  and Retirement Plan (Directors Plan)
agreement.  During the six month  period ended  December  31, 1996,  the Company
recognized a $153,000  expense accrual for the FDIC special  assessment.  During
the six month period ending December 31, 1996, the Company recognized $34,000 of
compensation  expense  related to the Employee Stock  Ownership Plan compared to
$16,000 of  compensation  expense for the six months  ended  December  31, 1995.
During the six month period  ending  December 31, 1996,  the Company  recognized
approximately  $43,000 of  compensation  expense  related to the Directors  Plan
agreement.  Other  non-interest  expense items remained  relatively  stable with
minor percentage changes.

Income Taxes.  The  effective tax rate for the three months ending  December 31,
1995  and  1996  and the six  months  ending  December  31,  1996  and  1995 was
approximately  34%.  Since there are no state income taxes  imposed on the Bank,
the effective tax rate remained at approximately the 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  December  31,  1996,  the  Bank  has  a  commitment  for  the
construction  of a new bank location with an anticipated  cost of  approximately
$500,000.  The Bank has applied to convert  its charter to that of a  commercial
bank chartered by the Commonwealth of Kentucky.  The Company expects to apply to
the Board of Governors of the Federal  Reserve  System  ("FRB") for authority to
act as a bank  holding  company.  Although  no  assurances  can be given,  it is
expected  that these events will occur  during 1997 and, if they occur,  each of
the Bank and the  Company  will be  subject to  capital  and other  requirements
imposed by these  regulators as well as by the FDIC.  Currently,  the Company is
primarily regulated by the Office of Thrift Supervision ("OTS") and, to a lesser
extent, the FDIC and is not required to maintain any capital levels. The Bank is
currently  subject to regulation  primarily by the Office of Thrift  Supervision
and the FDIC. Following these events, the Company will be regulated primarily by
the FRB and,  to a lesser  extent,  the  FDIC  and the  Bank  will be  primarily
regulated  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.

                                       14

<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
          December  31,  1996,  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)   Exhibits: Exhibit 27 (financial data schedule)

          (b)   No  reports on Form 8-K were  filed  during  the  quarter  ended
                December 31, 1996.



                                       15

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






















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