|**[X]**   | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                         
|--------- | ---------------------------------------------------------------------------------------------------------------------------
|****      | **For the fiscal year ended December 31, 2002**                                                                            
|****     
|          |                                                                                                                            
|**[   ]** | **TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934  For the transition period from  to**

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|**Delaware**

(State or other jurisdiction of incorporation
or organization)         |  | **34-1870418**(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------ |  | --------------------------------------------------
|                                                                                    
|**55 North Main Street, Niles,  Ohio**

****(Address of principal executive offices) |  | **44446-5097**

(Zip Code)                        

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> the strength of the United
> States economy in general and the strength of the local economies in which we conduct our
> operations;
> the effects of, and
> changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the
> Federal Reserve Board;
> the financial markets
> interest rate and monetary fluctuations, particularly the relative relationship of short-term interest
> rates to long-term interest rates;
> the timely development
> of and acceptance of new products and services of Home Federal and the perceived overall value
> of these products and services by users, including the features, pricing and quality compared to
> competitors' products and services;
> the willingness of users
> to substitute competitors' products and services for our products and services;
> the impact of changes in
> financial services' laws and regulations (including laws concerning taxes, accounting standards,
> banking, securities and insurance);
> the impact of
> technological changes;
> acquisitions;
> changes in consumer
> spending and saving habits; and
> our success at managing
> the risks involved in the foregoing.

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|                   |                             |                             | December 31,          
|------------------ | --------------------------- | --------------------------- | ----------------------
|                   |                             |                             | 2002                  
|                   |                             |                             | Amount                
|                   |                             |                             | (Dollars in Thousands)
|Real Estate Loans: |                             |                             |                       
|                   | One- to four-family         | $27,469                     | 64.98%                
|                   | Commercial                  | 7,078                       | 16.74                 
|                   | Multi-family                | 2,349                       | 5.56                  
|                   | Construction or development | 2,635                       | 6.23                  
|                   |                             | Total real estate loans     | 39,531                
|                   |                             |                             |                       
|Other Loans:       |                             |                             |                       
|                   | Consumer Loans:             |                             |                       
|                   | Home equity line of credit  | 2,119                       | 5.01                  
|                   | Other                       | 385                         | 0.91                  
|                   | Loans on Deposits           | 94                          | 0.22                  
|                   |                             | Total consumer loans        | 2,598                 
|                   | Commercial business loans   | 146                         | 0.35                  
|                   |                             | Total other loans           | 2,744                 
|                   |                             | Total loans                 | 42,275                
|                   |                             |                             |                       
|Less:              |                             |                             |                       
|                   | Loans in process            | 1,254                       |                       
|                   | Deferred fees and discounts | 54                          |                       
|                   | Allowance for losses        | 762                         |                       
|                   |                             |                             | 2,070                 
|                   |                             | Total loans receivable, net | $40,205               

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|                       |                             |                             |                             | December 31,          
|---------------------- | --------------------------- | --------------------------- | --------------------------- | ----------------------
|                       |                             |                             |                             | 2002                  
|                       |                             |                             |                             | Amount                
|                       |                             |                             |                             | (Dollars in Thousands)
|Fixed-Rate Loans:      |                             |                             |                             |                       
|                       | Real estate:                |                             |                             |                       
|                       |                             | One- to four-family         | $19,006                     | 44.96%                
|                       |                             | Commercial                  | 957                         | 2.26                  
|                       |                             | Multi-family                | 385                         | 0.91                  
|                       |                             | Construction or development | 2,635                       | 6.23                  
|                       |                             |                             | Total real estate loans     | 22,983                
|                       |                             |                             |                             |                       
|                       | Consumer                    | 322                         | 0.76                        | 556                   
|                       | Commercial business         | 146                         | 0.35                        | 157                   
|                       |                             |                             |                             | 468                   
|                       |                             |                             | Total fixed-rate loans      | 23,451                
|                       |                             |                             |                             |                       
|Adjustable-Rate Loans: |                             |                             |                             |                       
|                       | Real estate:                |                             |                             |                       
|                       |                             | One- to four-family         | 8,463                       | 20.02                 
|                       |                             | Commercial                  | 6,121                       | 14.48                 
|                       |                             | Multi-family                | 1,964                       | 4.65                  
|                       |                             | Construction or development | ---                         | ---                   
|                       |                             |                             | Total real estate loans     | 16,548                
|                       |                             | Consumer                    | 2,276                       | 5.38                  
|                       |                             |                             | Total adjustable-rate loans | 18,824                
|                       |                             |                             | Total loans                 | 42,275                
|                       |                             |                             |                             |                       
|Less:                  |                             |                             |                             |                       
|                       | Loans in process            | 1,254                       |                             | 1,705                 
|                       | Deferred fees and discounts | 54                          |                             | 41                    
|                       | Allowance for loan losses   | 762                         |                             | 676                   
|                       |                             |                             |                             | 2,070                 
|                       |                             |                             | Total loans receivable, net | $40,205               

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|                                       | Real Estate Constructionor Development | CommercialBusiness  | Total   
|-------------------------------------- | -------------------------------------- | ------------------- | --------
|                                       | Amount                                 | WeightedAverageRate | Amount  
|                                       | (Dollars in Thousands)                
|Due During Periods
Ending December 31, |                                        |                     |         
|2003(1)                                | $2,031                                 | 7.04%               | $    ---
|2004 to 2007                           | 287                                    | 7.05                | 110     
|After 2007                             | 317                                    | 7.44                | 36      
|Totals                                 | $2,635                                 | 7.09%               | $  146  

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|                                        | Year Ended December 31,
|--------------------------------------- | -----------------------
|                                        | 2002                   
|                                        | (In Thousands)         
|Originations by type:                   |                        
|Adjustable rate:                        |                        
|Real estate - one- to four-family       | $      826             
|- commercial                            | 235                    
|- multi-family                          | ---                    
|Non-real estate - consumer              | 1,662                  
|Total adjustable-rate                   | 2,723                  
|Fixed rate:                             |                        
|Real estate - one- to four-family       | 5,974                  
|- commercial                            | ---                    
|- multi-family                          | ---                    
|- land and development                  | 34                     
|Non-real estate - consumer              | 152                    
|- commercial business                   | 49                     
|Total fixed-rate                        | 6,209                  
|Total loans originated                  | 8,932                  
|                                        |                        
|Purchases:                              |                        
|Real estate - one- to four-family       | ---                    
|- commercial                            | 750                    
|- multi-family                          | ---                    
|- land and development                  | ---                    
|Total loans purchased                   | 750                    
|Mortgage-backed and related securities  | 10,007                 
|Total purchased                         | 10,757                 
|                                        |                        
|Repayments:                             |                        
|Principal repayments                    | 16,068                 
|Total reductions                        | 16,068                 
|Increase (decrease) in other items, net | 146                    
|Net increase (decrease)                 | $ 3,767                

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|                                 | Loans Delinquent For:  |                 
|-------------------------------- | ---------------------- | ----------------
|                                 | 30-89 Days             | 90 Days and Over
|                                 | Number                 | Amount          
|                                 | (Dollars in Thousands)
|Real Estate:                     |                        |                 
|One- to four-family              | 20                     | $  989          
|Commercial                       | 1                      | 34              
|Multi-family                     | 1                      | 128             
|Construction or
     development | ---                    | ---             
|Consumer                         | 2                      | 65              
|Commercial                       | ---                    | ---             
|                                 |                        |                 
|Total                            | 24                     | $1,216          

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|                                                | December 31,          
|----------------------------------------------- | ----------------------
|                                                | 2002                  
|                                                | (Dollars in Thousands)
|Non-accruing loans:                             |                       
|One- to four-family                             | $   131               
|Commercial real estate                          | 413                   
|Construction or development                     | ---                   
|Land                                            | 95                    
|Total                                           | 639                   
|                                                |                       
|Accruing loans delinquent more than 90 days:    |                       
|One- to four-family                             | 772                   
|Multi-family                                    | ---                   
|Commercial real estate                          | 76                    
|Construction or development                     | ---                   
|Consumer                                        | 24                    
|Commercial business                             | 7                     
|Total                                           | 879                   
|                                                |                       
|Real Estate Owned                               | ---                   
|Total non-performing assets                     | $1,518                
|Total as a percentage of gross loans receivable | 3.59%                 

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|                                                                                                       | At and For the YearsEnded December 31,
|------------------------------------------------------------------------------------------------------ | --------------------------------------
|                                                                                                       | 2002                                  
|                                                                                                       | (Dollars in Thousands)                
|                                                                                                       |                                       
|Balance at beginning of period                                                                         | $676                                  
|                                                                                                       |                                       
|Charge-offs: One- to four-family                                                                       | ---                                   
|Total charge-offs                                                                                      | ---                                   
|                                                                                                       |                                       
|Recoveries:                                                                                            | 8                                     
|Net (charge-offs) recoveries                                                                           | 8                                     
|Additions charged to operations                                                                        | 78                                    
|Balance at end of period                                                                               | $762                                  
|                                                                                                       |                                       
|Ratio of net charge-offs (recoveries) during the period to average loans outstanding during the period | (0.02)%                               
|                                                                                                       |                                       
|Ratio of net charge-offs (recoveries) during the period to
 average non-performing loans               | (0.66)                                

|                                                                           | December 31,               
|-------------------------------------------------------------------------- | ---------------------------
|                                                                           | 2002                       
|                                                                           | Amount ofLoan LossAllowance
|                                                                           | (Dollars in Thousands)     
|                                                                           |                            
|One- to four-family                                                        | $209                       
|Multi-family, commercial,
    real estate, construction
    or development | 320                        
|Consumer and commercial
    business                                       | 14                         
|Unallocated                                                                | 219                        
|Total                                                                      | $  762                     

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|                                                                    | December 31,          
|------------------------------------------------------------------- | ----------------------
|                                                                    | 2002                  
|                                                                    | BookValue             
|                                                                    | (Dollars in Thousands)
|Investment securities:                                              |                       
|Mutual funds(1)                                                     | $       ---           
|Freddie Mac stock                                                   | 1,801                 
|U.S. agency securities                                              | 31,100                
|Federal Home Loan Bank stock                                        | 1,053                 
|Other                                                               | 15                    
|Total investment securities and Federal Home
       Loan Bank stock | $33,969               
|                                                                    |                       
|Mortgage-backed and related securities:                             |                       
|Collateralized mortgage obligations                                 | $12,581               
|Freddie Mac                                                         | 712                   
|Federal National Mortgage Association                               | 1,875                 
|                                                                    |                       
|Unamortized discounts, net                                          | (1)                   
|Total mortgage-backed and related securities                        | $15,167               
|                                                                    |                       
|Other interest-earning investments:                                 |                       
|Money market mutual fund                                            | $     988             
|Interest-bearing deposits with banks                                | 2,100                 
|Federal funds sold                                                  | 5,350                 
|Total                                                               | $  8,438              

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|                                    |               | December 31,2002BalanceOutstanding
|----------------------------------- | ------------- | ----------------------------------
|                                    | 1 Yearor Less | 3 to 5Years                       
|                                    |              
|U.S. agency securities              | ---           | 2,008                             
|                                    |               |                                   
|Collateralized mortgage
obligations | ---           | 752                               
|                                    |               |                                   
|Freddie Mac                         | ---           | ---                               
|                                    |               |                                   
|FNMA National Mortgage
Association  | ---           | ---                               
|                                    |               |                                   
|Total                               | ---           | 2,760                             
|                                    |               |                                   
|Weighted average yield              | ---%          | 4.37%                             

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|                            | Years Ended December 31,
|--------------------------- | ------------------------
|                            | 2002                    
|                            | (Dollars in Thousands)  
|                            |                         
|Opening balance             | $  57,061               
|Deposits                    | 53,733                  
|Withdrawals                 | (51,477)                
|Interest credited           | 1,578                   
|                            |                         
|Ending balance              | $  60,895               
|                            |                         
|Net increase (decrease)     | $    3,834              
|                            |                         
|Percent increase (decrease) | 6.72%                   

|                                                   | December 31,          
|-------------------------------------------------- | ----------------------
|                                                   | 2002                  
|                                                   | Amount                
|                                                   | (Dollars in Thousands)
|                                                   |                       
|Transactions and Savings Deposits:                 |                       
|Passbook and statement savings accounts (1.50%)(1) | $20,011               
|NOW accounts (1.25%)(1)                            | 4,435                 
|Money market accounts (1.63%)(1)                   | 4,186                 
|                                                   |                       
|Total non-certificates                             | 28,632                
|                                                   |                       
|Certificates:                                      |                       
|1.01 - 3.00%                                       | 14,944                
|3.01 - 5.00%                                       | 15,788                
|5.01 - 7.00%                                       | 1,531                 
|                                                   |                       
|Total certificates                                 | 32,263                
|Total deposits                                     | $60,895               

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|                                                 | 1.01-3.00%             | 3.01-5.00% | 5.01-7.00% | Total    | Percent
|------------------------------------------------ | ---------------------- | ---------- | ---------- | -------- | -------
|                                                 | (Dollars in Thousands)
|Certificate accounts maturing in quarter ending: |                        |            |            |          |        
|                                                 |                        |            |            |          |        
|March 31, 2003                                   | $  4,839               | $  3,048   | $   344    | $  8,231 | 25.51% 
|June 30, 2003                                    | 4,237                  | 2,671      | 497        | 7,405    | 22.95  
|September 30, 2003                               | 1,736                  | 2,904      | 272        | 4,912    | 15.22  
|December 31, 2003                                | 2,355                  | 764        | 152        | 3,271    | 10.14  
|March 31, 2004                                   | 561                    | 263        | 256        | 1,080    | 3.35   
|June 30, 2004                                    | 1,216                  | 731        | 10         | 1,957    | 6.07   
|September 30, 2004                               | ---                    | 843        | ---        | 843      | 2.61   
|December 31, 2004                                | ---                    | 323        | ---        | 323      | 1.00   
|March 31, 2005                                   | ---                    | 187        | ---        | 187      | 0.58   
|June 30, 2005                                    | ---                    | 537        | ---        | 537      | 1.67   
|September 30, 2005                               | ---                    | 333        | ---        | 333      | 1.03   
|December 31, 2005                                | ---                    | 1,365      | ---        | 1,365    | 4.23   
|Thereafter                                       | ---                    | 1,819      | ---        | 1,819    | 5.64   
|                                                 |                        |            |            |          |        
|Total                                            | $14,944                | $15,788    | $1,531     | $32,263  | 100.00%
|                                                 |                        |            |            |          |        
|Percent of total                                 | 46.32%                 | 48.94%     | 4.74%      | 100.00%  |        

|                                            | Maturity        |                 
|------------------------------------------- | --------------- | ----------------
|                                            | 3 Monthsor Less | Over3 to 6Months
|                                            | (In Thousands) 
|                                            |                 |                 
|Certificates of deposit less than $100,000  | $6,471          | $5,133          
|                                            |                 |                 
|Certificates of deposit of $100,000 or more | 1,760           | 2,272           
|                                            |                 |                 
|Total certificates of deposit               | $8,231          | $7,405          

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> audit committees;
>   certification of financial statements by the chief executive officer and the chief financial officer;
>   the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer's securities by directors and senior
> officers in the twelve month period following initial publication of any financial statements that later require restatement;
>   a
> prohibition on
> the
> sale of
> Company
> common stock
> by
> directors and
> executive
> officers
> during
> pension plan
> black
> out
> periods;
>   disclosure of off-balance sheet transactions;
>   a prohibition on certain personal loans to directors and officers;
>   expedited filing requirements for Form 4s;
>   disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;
>   "real
> time"
> filing
> of
> periodic
> reports;
>   the
> formation of a
> public
> accounting
> oversight
> board;
>   auditor
> independence; and
>   various
> increased
> criminal
> penalties for
> violations of
> securities
> laws.

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|Annual Report Section                                                                                       | **Pages inAnnualReport**
|----------------------------------------------------------------------------------------------------------- | ------------------------
|Report of Independent Auditors                                                                              | 17                      
|Consolidated Statements of Financial Condition

  as of December 31, 2002 and 2001                          | 18                      
|Consolidated Statements of Income for the Years

  Ended December 31, 2002 and 2001                         | 19                      
|Consolidated Statements of Changes in Stockholders' Equity

 for the Years Ended December 31, 2002 and 2001 | 20                      
|Consolidated Statements of Cash Flows for the Years

  Ended December 31, 2002 and 2001                     | 21                      
|Notes to Consolidated Financial Statements                                                                  | 22-45                   

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|Plan Category                                            | Number of securities tobe issued upon exerciseof outstanding optionswarrants and rights | Weighted-averageexercise price ofoutstanding optionswarrants and rights | Number of Securitiesremaining available forfuture issuance underequity compensation plans
|-------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|Equity compensation plansapproved by securityholders     | 149,124                                                                                 | $12.53                                                                  | 24,561(1)                                                                                
|Equity compensation plansnot approved by securityholders | ---                                                                                     | ---                                                                     | ---                                                                                      

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|      |                |  | **FIRST NILES FINANCIAL, INC.**
|----- | -------------- |  | -------------------------------
|      |                |  |                                
|Date: | March 27, 2003 |  | By:                            

|/s/ William L. Stephens	William L. Stephens, Chairman
of the Board, President and Chief Executive
Officer

(*Principal Executive Officer)* | Date: March 27, 2003
|------------------------------------------------------------------------------------------------------------------------------------------ | --------------------
|                                                                                                                                           |                     
|/s/ George J. Swift	George J. Swift, Vice President
and Secretary*(Principal Financial and Operating Officer)*                             | Date: March 27, 2003
|/s/ P. James Kramer	P. James Kramer, Director                                                                                              | Date: March 27, 2003
|                                                                                                                                           |                     
|/s/ William S. Eddy	William S. Eddy, Director                                                                                              | Date: March 27, 2003
|                                                                                                                                           |                     
|/s/ Ralph A. Zuzolo	Ralph A. Zuzolo, Sr., Director                                                                                         | Date: March 27, 2003
|                                                                                                                                           |                     
|/s/ Thomas G. Maley	

Thomas G. Maley, Controller*(Principal Accounting Officer)*                                                          | Date: March 27, 2003

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|Date: | March 27, 2003 | /s/ William L. Stephens	William L. StephensPresident and Chief Executive Officer
|----- | -------------- | --------------------------------------------------------------------------------

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|Date: | March 27, 2003 |  | /s/ George J. Swift

George J. SwiftVice President and Secretary*(Principal Financial Officer)*
|----- | -------------- |  | -----------------------------------------------------------------------------------------------

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|ExhibitNumber | Document
|------------- | --------
|              |         
|3             |         
|              |         
|4             |         
|              |         
|10.1          |         
|              |         
|10.2          |         
|              |         
|10.3          |         
|              |         
|13            |         
|              |         
|21            |         
|              |         
|23            |         
|              |         
|99            |         

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