FORM 10-Q

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

         For the quarterly period ended:    March 31, 2000

                                        OR

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

         For the transition period from _________ to _____________

Commission File Number  0-18832

                  First Federal Financial Corporation of Kentucky
              (Exact Name of Registrant as specified in its charter)

              Kentucky                                   61-1168311
     (State or other jurisdiction              (IRS Employer Identification No.)
   of incorporation or organization)

                                 2323 Ring Road
                          Elizabethtown, Kentucky 42701
                    (Address of principal executive offices)
                                  (Zip Code)

                                (270) 765-2131
              (Registrant's telephone number, including area code)

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.

Yes    X     No
      ---       ---
                       APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                 Class                    Outstanding as of April 30, 2000
                 -----                    --------------------------------
             Common Stock                           3,768,533 shares



                      This document is comprised of 15 pages.
<PAGE>



      FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY



                                    INDEX


PART I - Financial Information                                      Page Number

 Item 1- Consolidated Financial Statements

         Consolidated Statement of Financial Condition as
         of March 31, 2000 (Unaudited) and June 30, 1999.                 3

         Consolidated Statement of Income for the Three Months
         and Nine Months Ended March 31, 2000 and 1999
         (Unaudited).                                                     4

         Consolidated Statement of Comprehensive Income for
         the Three Months and Nine Months Ended March 31, 2000
         and 1999 (Unaudited).                                            5

         Consolidated Statement of Cash Flows for the Nine
         Months Ended March 31, 2000 and 1999 (Unaudited).                6

         Notes to Consolidated Financial Statements                       7


 Item 2- Management's Discussion and Analysis of the Consolidated
         Statements of Financial Condition and Results of Operations      9

 Item 3- Market Risk Disclosure                                          13

PART II - Other Information                                              14

SIGNATURES                                                               15
<PAGE>


          FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                  Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                     March 31,          June 30,
                                ASSETS                 2000               1999
                                                       ----               ----
                                                    (unaudited)
<S>                                                <C>                 <C>

Cash and due from banks                             $ 11,030,600    $ 10,257,162
Interest bearing deposits                              3,729,542       1,634,475
                                                    ------------    ------------
           Total cash and cash equivalents            14,760,142      11,891,637
Securities available-for-sale                          2,009,372       2,935,979
Securities held-to-maturity                           43,152,113      44,404,392
Loans receivable, less allowance for loan losses
   of $2,303,840 (March) and $2,107,994 (June)       448,992,800     400,360,402
Federal Home Loan Bank stock                           3,315,800       3,200,000
Premises and equipment                                11,489,367      11,594,369
Real estate owned:
  Acquired through foreclosure                           210,852         108,610
  Held for development                                   445,683         445,683
Excess of cost over net assets acquired               10,255,122      10,878,972
Accrued interest                                       1,406,039       1,603,514
Other assets                                             875,204         880,216
                                                    ------------    ------------

          TOTAL ASSETS                              $536,912,494    $488,303,774
                                                    ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                             $ 17,058,430    $ 15,223,267
   Interest bearing                                  409,638,838     384,220,172
                                                    ------------    ------------
             Total Deposits                          426,697,268     399,443,439
Advances from Federal Home Loan Bank                  53,587,252      25,894,127
Accrued interest payable                                 899,345         868,840
Accounts payable and other liabilities                 1,915,099       2,336,503
Deferred income taxes                                  1,789,832       1,898,703
                                                    ------------    ------------

          TOTAL LIABILITIES                          484,888,796     430,441,612
                                                    ------------    ------------

STOCKHOLDERS' EQUITY:
 Serial preferred stock, 5,000,000 shares
     authorized and unissued                              -                -
 Common stock, $1 par value per share;
      authorized 10,000,000 shares; issued and
      outstanding, 4,121,112 shares in June and
      3,797,855 shares in March                        3,797,855       4,121,112
 Additional paid-in capital                               -            3,055,644
 Retained earnings                                    47,736,139      49,587,422
 Accumulated other comprehensive
    income, net of tax                                   489,704       1,097,984
                                                    ------------    ------------

        TOTAL STOCKHOLDERS' EQUITY                    52,023,698      57,862,162
                                                    ------------    ------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $536,912,494    $488,303,774
                                                    ============    ============
</TABLE>

                   See notes to consolidated financial statements.

                                       3

<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

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

                                  Three Months Ended         Nine Months Ended
                                       March 31,                  March 31,
                                   2000      1999            2000        1999
                                   ----      ----            ----        ----
<S>                             <C>         <C>         <C>          <C>

Interest Income:
   Interest and fees on loans   $8,945,775  $8,107,831  $25,858,333  $23,884,427
   Interest and dividends on
    investments and deposits       798,328     859,225    2,409,275    2,757,814
                                 ---------   ---------   ----------   ----------
      Total interest income      9,744,103   8,967,056   28,267,608   26,642,241
                                 ---------   ---------   ----------   ----------

Interest Expense:
   Deposits                      4,614,711   4,264,242   13,189,071   12,972,532
   Federal Home Loan Bank
    advances                       753,063     291,491    1,804,389    1,000,216
                                ----------  ----------  -----------  -----------

      Total interest expense     5,367,774   4,555,733   14,993,460   13,972,748
                                ----------  ----------  -----------  -----------

Net interest income              4,376,329   4,411,323   13,274,148   12,669,493
Provision for loan losses           89,505      60,000      269,500      180,000
                                ----------  ----------  -----------  -----------

Net interest income after
provision for loan losses        4,286,824   4,351,323   13,004,648   12,489,493
                                ----------  ----------  -----------  -----------
Noninterest Income:
 Customer service fees on
  deposit accounts                 467,128     431,810    1,409,544    1,267,713
 Secondary mortgage market
  closing fees                      55,491     167,999      279,967      484,657
 Gain on sale of investments       151,765        -         456,926      203,200
 Brokerage and insurance
  commissions                      118,735      99,239      351,639      264,325
 Other income                      191,382     170,550      460,084      452,126
                                ----------  ----------  -----------  -----------

       Total other noninterest
        income                     984,501     869,598    2,958,160    2,672,021
                                ----------  ----------  -----------  -----------

Noninterest Expense:
   Employee compensation
    and benefits                 1,489,603   1,260,228    4,222,004    3,500,529
   Office occupancy expense
    and equipment                  323,440     310,644    1,002,276      941,783
   FDIC insurance premium           21,187      47,544      137,169      140,167
   Marketing and advertising       128,094     225,009      385,302      395,784
   Outside services and data
    processing                     302,748     354,003      908,317      956,158
   State franchise tax             101,974      99,531      301,037      258,245
   Acquisition related expense        -           -            -         291,869
   Data and equipment conversion
    expense                           -        290,934         -         290,934
   Amortization of intangibles     207,950     207,950      623,849      573,397
   Other expense                   548,806     526,518    1,730,858    1,458,220
                                ----------  ----------   ----------   ----------

      Total other noninterest
        expense                  3,123,802   3,322,361    9,310,812    8,807,085
                                ----------  ----------   ----------   ----------

Income before income taxes       2,147,523   1,898,560    6,651,996    6,354,428
Income taxes                       744,495     624,146    2,211,185    2,169,614
                                ----------  ----------   ----------   ----------
Net income                      $1,403,028  $1,274,414   $4,440,811   $4,184,814
                                ==========  ==========   ==========   ==========
Earnings per share:
         Basic                  $     0.36  $     0.31   $     1.12   $     1.01
         Diluted                $     0.36  $     0.31   $     1.12   $     1.01
</TABLE>

                      See notes to consolidated financial statements.

                                       4

<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                 Consolidated Statements of Comprehensive Income
                                   (Unaudited)



                                 Three Months Ended         Nine Months Ended
                                      March 31,                  March 31,
                                      ---------                  ---------
                                  2000         1999         2000          1999
                                  ----         ----         ----          ----

Net Income                     $1,403,028  $1,274,414   $4,440,811   $4,184,814
Other comprehensive income
  (loss), net of tax:
   Change in unrealized gain
    (loss)on securities           (75,396)   (161,682)    (306,709)     241,946
   Reclassification of realized
     amount                      (100,165)      -         (301,571)    (134,112)
                               ----------   ---------   ----------   ----------

   Net unrealized gain (loss)
    recognized in comprehensive
    income                       (175,561)   (161,682)    (608,280)     107,834
                               ----------  ----------   ----------   ----------
Comprehensive Income           $1,227,467  $1,112,732   $3,832,531   $4,292,648
                               ==========  ==========   ==========   ==========

                   See notes to consolidated financial statements.

                                       5


<PAGE>


        FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                       Consolidated Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                                March 31,
                                                          -------------------
                                                         2000           1999
                                                        ------         ------
<S>                                                  <C>            <C>


Operating Activities:
 Net income                                          $ 4,440,811    $ 4,184,814
 Adjustments to reconcile net income to net
    cash provided by operating activities:
    Provision for loan losses                            269,500        180,000
    Depreciation of premises and equipment               756,924        590,072
    Net change in deferred loan fees and costs           112,000        167,336
    Federal Home Loan Bank stock dividends              (115,800)      (161,400)
    Amortization of acquired intangible assets           623,849        573,397
    Amortization and accretion on securities             (46,482)       (50,538)
    Gain on sale of investments available-for-sale      (456,926)      (203,200)
    Gain on sale of real estate held for development        -          (254,688)
    Interest receivable                                  197,475         91,074
    Other assets                                           5,012        614,632
    Interest payable                                      30,505        474,265
    Accounts payable and other liabilities              (421,404)      (121,321)
    Deferred taxes                                       204,486        102,036
                                                     -----------    -----------
Net cash provided by operating activities              5,599,950      6,186,479
                                                     -----------    -----------

Investing Activities:
  Sales of securities available-for-sale                 462,012        211,237
  Purchases of securities available-for-sale                -        (1,010,000)
  Purchases of securities held-to-maturity            (5,000,000)   (59,855,000)
  Maturities of securities held-to-maturity            6,298,646     40,109,865
  Net increase in loans                              (49,116,140)   (25,904,525)
  Net purchases of premises and equipment               (651,922)    (1,160,428)
  Sales of real estate held for development                -            451,496
  Net cash received in acquisition                         -         52,456,754
                                                     -----------    -----------
Net cash used in investing activities                (48,007,404)     5,299,399
                                                     -----------    -----------

Financing Activities:
  Net increase in deposits                            27,253,829     17,042,367
  Net advances from (repayments to) Federal
   Home Loan Bank                                     27,693,125    (20,251,088)
  Dividends paid                                      (2,126,796)    (1,857,520)
  Proceeds from stock options exercised                    5,184          -
  Common stock repurchased                            (7,549,383)       (70,792)
                                                     -----------    -----------
Net cash provided by financing activities             45,275,959     (5,137,033)
                                                     -----------    -----------
Increase (decrease) in cash and cash equivalents       2,868,505      6,348,845
Cash and cash equivalents, beginning of year          11,891,637      9,149,712
                                                     -----------    -----------
Cash and cash equivalents, end of period             $14,760,142    $15,498,557
                                                     ===========    ===========
</TABLE>

                See notes to consolidated financial statements.

                                       6

<PAGE>

        FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                    Notes to Consolidated Financial Statements


1.       Interim Financial Statements

First Federal Financial Corporation of Kentucky ("Corporation") is the parent to
its  wholly  owned  subsidiary,  First  Federal  Savings  Bank of  Elizabethtown
("Bank").  The Corporation has no material income,  other than that generated by
the Bank.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and with the  instructions  to Form  10-Q and Rule 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the  three-month  and nine-month  periods
ending March 31, 2000 are not necessarily  indicative of the results that may be
expected for the year ended June 30, 2000. For further information, refer to the
consolidated  financial  statements  and  footnotes  thereto  included  in First
Federal's  annual  report on Form 10-K for the year ended June 30, 1999.

New  Accounting  Pronouncements-In  June  1998,  the FASB  issued  SFAS No.  133
"Accounting  for  Derivative  Instruments  and  Hedging  Activities".  This  new
standard requires companies to record derivatives on the balance sheet as assets
or liabilities at fair value. Depending on the use of the derivative and whether
it qualifies for hedge accounting, gains or losses resulting from changes in the
values of those  derivatives  would  either be recorded  as a  component  of net
income or as a change in  stockholders'  equity.  First  Federal is  required to
adopt this new standard  July 1, 2000.  Management  has not yet  determined  the
impact of this standard.

Reclassifications  -  Certain  amounts  have  been  reclassified  in  the  prior
financial  statements to conform with the current  period  classifications.  The
reclassifications  have no  effect  on net  income  or  stockholders'  equity as
previously reported.

2.  Earnings  Per Common  Share - Basic  earnings per common share is net income
divided by the weighted average number of common shares  outstanding  during the
period.  Diluted  earnings  per common  share  include  the  dilutive  effect of
additional   potential   common  shares   issuable  under  stock  options.   The
reconciliation  of the numerators and  denominators of the basic and diluted EPS
is as follows:

                                       7
<PAGE>


                                     Three Months Ended       Nine Months Ended
                                          March 31,               March 31,
                                        -------------           ------------
                                      2000         1999       2000       1999
                                     ------       ------     ------     ------
Net income available
  to common shareholders            $1,403,028 $1,274,414  $4,440,811 $4,184,814
                                    ========== ==========  ========== ==========

 Basic EPS:
  Weighted average common shares     3,849,403  4,127,112   3,950,055  4,128,476
                                    ========== ==========  ========== ==========
 Diluted EPS:
  Weighted average common shares     3,849,403  4,127,112   3,950,055  4,128,476
  Dilutive effect of stock options      15,022     20,503      29,762     21,141
                                    ---------- ----------  ---------- ----------
  Weighted average common and
    incremental shares               3,864,425  4,147,615   3,979,817  4,149,617
                                    ========== ==========  ========== ==========
 Earnings Per Share:
  Basic                                  $0.36      $0.31       $1.12      $1.01
                                         =====      =====       =====      =====
  Diluted                                $0.36      $0.31       $1.12      $1.01
                                         =====      =====       =====      =====


                                       8

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS

First Federal Financial Corporation of Kentucky ("Corporation") is the parent to
its  wholly  owned  subsidiary,  First  Federal  Savings  Bank of  Elizabethtown
("Bank").  The Bank has operations in the Kentucky communities of Elizabethtown,
Radcliff, Bardstown, Munfordville,  Shepherdsville, Mt. Washington, Brandenburg,
Flaherty, and Hillview. The Bank's activities include the acceptance of deposits
for checking,  savings and time deposit  accounts,  making secured and unsecured
loans,  investing in securities and trust services.  The Bank's lending services
include the origination of real estate, commercial and consumer loans. Operating
revenues are derived  primarily  from interest and fees on domestic real estate,
commercial  and consumer  loans,  and from  interest on securities of the United
States Government and Agencies, states, and municipalities. Regulators for First
Federal  include  the  Office  of  Thrift  Supervision  (OTS),  Federal  Deposit
Insurance  Corporation (FDIC), and the Board of Governors of the Federal Reserve
System (and the Federal Reserve Bank of St. Louis).

The following  discussion  and analysis  covers any  significant  changes in the
financial  condition since June 30, 1999 and any material changes in the results
of operations for the three month and nine month periods ending, March 31, 2000.
This  discussion and analysis  should be read in conjunction  with  "Managements
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
included in the 1999 Annual Report to Shareholders.


PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The  information set forth in this report  includes  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995. For
this purpose,  the words  "believes,"  "anticipates,"  "plans,"  "expects,"  and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Although the Corporation believes that the forward-looking  statements are based
upon  reasonable  assumptions,  the  statements are subject to certain risks and
uncertainties  that  could  cause the  Corporation's  actual  results  to differ
materially from those indicated by the forward-looking statements. Among the key
factors that may have a direct bearing on the  Corporation's  operating  results
are  fluctuations  in the economy;  the relative  strengths  and weakness in the
consumer  and  commercial  credit  sectors  and in the real estate  market;  the
actions  taken by the Federal  Reserve for the purpose of managing  the economy;
the Corporation's  success in assimilating acquired branches and operations into
the Bank's existing operations;  the Bank's success in converting its systems to
integrate  new  hardware  and  software   without   material   disruption;   the
Corporation's  ability to offer competitive  banking products and services;  the
continued  growth of the markets in which the  Corporation  operates  consistent
with  recent  historical  experience;   the  enactment  of  federal  legislation
affecting the operations of the Corporation;  and the  Corporation's  ability to
expand into new markets  and to maintain  profit  margins in the face of pricing
pressure.

Acquisition
On July 24, 1998,  the Bank  completed  its  acquisition  of three bank branches
located in Meade  County,  Kentucky  from Bank One,  Kentucky,  N.A.  Two of the
branches  are  located  in  Brandenburg,  Kentucky  and the  third  branch is in
Flaherty, Kentucky.

In the  transaction,  the Bank  acquired  certain  assets  and  assumed  certain
liabilities associated with the acquisition of the Meade County banking centers.
The transaction resulted in recording of approximately  $11,000,000 of loans and
$72,000,000 of deposits.  The net deposits assumed exceeded the cash received by
$8,670,000.  Any ratios or analysis  comparing years before acquisition will not
be comparable.

                                       9
<PAGE>

Stock Repurchase Plan
In  October  1999  the   Corporation's   Board  of  Directors   authorized   the
establishment  of a  stock  repurchase  program  pursuant  to  which  10% of the
Corporation's outstanding stock may be repurchased from time to time in the open
market.  The  Corporation's  previous stock  repurchase  programs have been very
successful.  The  programs,  which began in 1995,  have  repurchased  a total of
605,545 shares and have resulted in an  enhancement  to earnings per share.  The
Board will  continue to evaluate  earnings  per share and monitor the success of
the  repurchase  plan to  maintain an  attractive  return to  stockholders.  The
current  plan  expires in April  2001,  when the Board will  analyze  the Bank's
capital position and future earnings potential.

Results of Operations
Three Month  Period  Ended March 2000 vs.  1999 - Net income was  $1,403,000  or
$0.36 per share for the three-month  period ended March 31, 2000, as compared to
$1,274,000  or $0.31 per share for the same  period in 1999.  During the quarter
ended March 31, 1999, the Bank incurred computer  conversion costs in the amount
of  $192,000  (net  of  tax).  Excluding  these  costs,  net  earnings  for  the
three-month  period ended March 31, 1999 would have been  $1,466,000 or $.36 per
share. The following  discussion outlines the significant  differences in income
and expenses for the quarter ended March 31, 2000, as compared to 1999.

Net  interest  income  decreased  by $35,000 in 2000 to  $4,376,000  compared to
$4,411,000  in 1999.  Rising  interest  rates  resulted  in a decline in the net
interest  margin of 46 basis points from 4.00% for 1999 to 3.54% for 2000.  This
decline  in net  interest  margin  can be  largely  attributed  to the  rise  in
certificate of deposit rates on specials  offered by the Bank over the past five
months.  To maintain our customer base in the midst of fierce rate  competition,
the Bank  offered  both  short  and long  term  certificate  specials  to retain
maturing  accounts  renewing at much lower  rates.  These  promotions  were also
necessary  to  assist  in  funding  the loan  growth  in the Bank  driven by the
transition to a sales culture for retail associates. Home equity lines of credit
at low  introductory  rates  were  also a focus  of the  retail  promotions  for
increasing loan relationships with our home mortgage  portfolio  customers.  For
the short term, these introductory rates contributed to the margin declines.

In order to offset  the  narrowing  margin,  the Bank  developed  a dealer  loan
program in our Meade  County  banking  center  that would serve all the areas of
operation  for the Bank.  The program is  producing  a large  volume of consumer
loans at higher yields than our mortgage  portfolio.  A commercial  loan program
composed of  shorter-term  fixed and variable rate loans is responsible for much
of the Bank's  loan growth and  management's  ability to manage rate risk during
the  rising  rate  environment.  Realizing  that both these  programs  represent
products with added credit risk,  the Bank has in place loan  processing  review
procedures to monitor loan underwriting and  documentation.  A formal process of
application  presentation  to the Executive Loan Committee has been developed to
assure the accuracy of lending  policies.  Monthly  reporting  requirements  and
internal auditing  practices have been developed to provide  additional  control
over delinquencies and foreclosures.

Average  interest-bearing  liabilities  increased  by $38  million to an average
balance of $456 million for the 2000 quarter compared to $418 million during the
1999 quarter.  Customer  deposits averaged $403 million during 2000, an increase
of $8 million  compared to the 1999  quarter.  Federal  Home Loan Bank  advances
increased  $31  million  for the  period  ending  March  2000 to fund the Bank's
increased  lending  activity  that exceeded the quarter's  deposit  growth.  The
Bank's  cost of funds  increased  by 31 basis  points  for the 2000  quarter  as
compared to the  1999-quarter  as CD rates  repriced to the higher  market rates
during the 2000 year.

Total other income was  $985,000  for the three months ended March 31, 2000,  as
compared to $870,000  for the 1999  period,  an increase of  $115,000.  Gains on
investment  sales  were  $152,000  during  the  2000  period  while  no sales of
securities were recorded during the  1999-quarter.  Other sources of income such
as  brokerage  commissions,  loan  fees,  and other  customer  transaction  fees
increased by $76,000 or 11% due to growth in deposit  relationships.  Fee income
relating to loans originated for the secondary  market declined  $113,000 or 67%
due to rising  mortgage rates that slowed the new  originations  and refinancing
activity in home loans.


                                       10
<PAGE>

Total other expense was  $3,124,000 for the  three-month  period ended March 31,
2000,  as compared to  $3,322,000  for the 1999 period,  a decrease of $198,000.
Other expense for the 1999 period includes computer conversion costs of $291,000
relating to the Bank's  conversion  to a new data  processor.  Compensation  and
benefits  increased  by  $230,000  in 2000 as  compared  to 1999.  The  increase
includes  inflationary  salary  adjustments and reflects growth in the number of
full time  equivalent  employees  to 163 on March 31, 2000 from 149 on March 31,
1999.  Half of the staffing  increase was required to staff two new offices that
included an in-store  banking  center in  Hillview,  Kentucky  just South of the
Louisville,  Jefferson  County area. A second office in the downtown  Bardstown,
Kentucky  area of  Nelson  County  was also  opened as a  transaction  facility.
Additional staffing was also required to establish a bank-wide service and sales
culture.  During 1999,  management  adopted a new strategic plan for growing the
Bank.  This plan  includes  the  development  of a  bank-wide  service and sales
culture.  The Bank now takes a more  proactive  approach  in  expanding  account
relationships with existing and new customers.  A prerequisite to the success of
this transition is the need to expand the number of retail associates at many of
the  banking  centers,  such  as  relationship  bankers,   business  development
officers, stock brokers and loan officers.  Further, a Senior Vice President and
Retail  Banking  Officer  has been  hired to  implement  management's  strategic
transition to the bank-wide  service and sales culture.  The transition has been
responsible  for much of the renewed  growth in the lending area of the Bank and
has made the certificate special promotions a success in all offices.

In addition to  compensation  and benefits,  marketing and  advertising  expense
decreased  $97,000 or 43% in 2000  compared  to 1999 due to a decline in special
events,  radio  advertisements and promotional items. A series of television ads
were  completed in the quarter  ended March 1999 that  accounted for much of the
difference in marketing  expenditures.  Annual marketing  expense will be fairly
consistent but will vary for seasonal events and special advertising promotions.
All other expenses decreased  $40,000,  which included expenses directly related
to customers' accounts, postage, telephone, supplies, and data processing costs.

Nine Month Period Ended March 31, 2000 vs. 1999 - Net income was  $4,441,000  or
$1.12 per share for the nine month  period  ended  March 31,  2000  compared  to
$4,185,000, or $1.01 per share for March 31, 1999.  Acquisition-related costs in
connection  with the purchase of three banking  centers during the quarter ended
September 30, 1998, in the amount of $193,000 (net of tax) were charged  against
earnings for that quarter.  Also,  during the quarter ended March 31, 1999,  the
Bank incurred  computer  conversion  costs of $192,000  (net of tax).  Excluding
these costs, net earnings for the nine-month  period ended March 31, 1999, would
have been $4,570,000 or $1.11 per share. The following  discussion  outlines the
significant  differences in income and expenses for nine months ending March 31,
2000, as compared to 1999.

Net interest  income  increased by $605,000 in 2000 as compared to 1999 in spite
of the  declining  net  interest  margin  which was 3.67% for the 2000 period as
compared  to 3.86% for the 1999  period.  The  positive  growth in net  interest
income  resulted in the first six months when the net  interest  margin was more
favorable.  With the likelihood of additional  interest rate increases  evident,
the margin for the Bank will  continue  to narrow.  Maintaining  a growth in net
interest  margin  will  only be  achieved  by  increasing  the  current  lending
practices of focusing on commercial and consumer lending.

Average  interest-earning  assets increased by $43 million from $437 million for
the 1999 period to $481 million for the 1999 period. Loans averaged $428 million
during  2000,  an increase  of $46  million,  while the  average  yield on loans
decreased by .31% to 8.01%

Average  interest-bearing  liabilities  increased  by $25  million to an average
balance of $437 million for 2000. Customer deposits averaged $391 million during
2000 compared to $389 million for 1999. Federal Home Loan Bank Advance increased
$23 million for the period ending March 2000.  This  increase  funded the Bank's
outstanding  loan  growth  during the  period  that  exceeded a nominal  deposit
growth.  This same lending growth will determine  future Bank  investments  that
will be decreasing in balance in the near future, given the need for all deposit
dollars to fund lending activity.  The Bank's cost of funds increased by 4 basis
points during the 2000 period as compared to the 1999 period due to higher rates
paid on short-term customer deposits.

                                       11

<PAGE>

Total other income was  $2,958,000  for the nine months ended March 31, 2000, as
compared to $2,672,000  for the 1999 period,  an increase of $286,000.  Gains on
investment  sales were  $457,000  for the 2000  period as  compared  to gains of
$203,000 for the 1999 period.  Customer service fees charged on deposit accounts
increased  by $142,000  or 11% during  2000 due to growth in customer  accounts.
Other sources of income such as loan fees, other customer  transaction fees, and
brokerage   commissions   increased   by  $95,000   due  to  growth  in  deposit
relationships  with existing and new  customers.  Income from  secondary  market
lending operations  declined by $205,000,  or 42% due to an increase in interest
rates that slowed activity in home mortgage lending.

Total other expense was  $9,311,000 for the nine months ended March 31, 2000. In
the first  quarter of 1998 the Bank had a one-time  expense of $292,000  for the
acquisition of three branches in Meade County and computer  conversion  costs of
$291,000 during the quarter ended March 31, 1999.  Excluding the above expenses,
the total other expense was $8,224,000,  representing an increase of $1,087,000.
Compensation and benefits  increased by $721,000 or 21% as compared to 1999. The
increase includes  inflationary salary increases and reflects an increase in the
number of full time  equivalent  employees  to 163 at March 31, 2000 from 149 at
March 31,  1999.  The  increased  staffing  is a result of the Bank  adopting  a
strategic  plan to develop a sales and service  culture to promote retail growth
which added an  additional  seven  employees and the opening of the new Hillview
and Bardstown banking centers which also added seven new full time employees.

Beyond  compensation  and benefits,  office  occupancy  and  equipment  expenses
increased by $60,000 in 2000 as compared to 1999 due to  inflationary  increases
in other  occupancy and equipment  related  expenses.  These costs relate to the
opening of an additional  in-store facility,  remodeling an existing office, and
installing  three new ATM's.  All other  expenses  increased by $306,000 in 2000
compared to 1999 including  postage,  telephone,  data processing,  supplies and
customer account expenses.

Non-Performing Assets
Non-performing  assets  consist of loans on which  interest is no longer accrued
and real estate acquired through  foreclosure.  The Bank does not have any loans
greater  than 90  days  past  due  still  on  accrual.  Management  periodically
evaluates the adequacy of the allowance for loan losses based on the Bank's past
loan  loss  experience,  known  and  inherent  risks in the  portfolio,  adverse
situations  that may affect the  borrower's  ability to repay and other factors.
During the quarter ended March 31, 2000  management  chose to add $90,000 to the
reserve for loan losses. Although current loan charge-offs and delinquencies are
consistent  with previous  years,  the reserve was  increased to compensate  for
increased  lending in commercial  and consumer loan products that  traditionally
require  higher  reserves.  The Bank  experienced  an  insignificant  amount  of
uncollectible   loans   during  the  periods   indicated  in  the  table  below.
Approximately  36% of the Bank's  non-performing  assets are  collateralized  by
one-to-four family residences at March 31, 2000.

                                        Three Months Ended    Nine Months Ended
                                             March 31,            March 31,
                                      --------------------  --------------------
                                        2000       1999       2000        1999
                                        ----       ----       ----        ----
                                                (Dollars in thousands)
Allowance for loan losses:
   Balance, beginning of period        $2,241   $ 2,002    $   2,108    $ 1,853
   Balance acquired in merger            -          -            -          205
   Provision for loan losses               90        60          270        180
   Charge-offs                            (29)      (13)         (81)      (210)
   Recoveries                               2         3            7         24
                                       ------   -------    ---------     -------
   Balance, end of period             $ 2,304   $ 2,052    $   2,304   $  2,052

Loans outstanding at quarter
   end-gross loans                                         $ 451,297   $393,643
Non-performing loans at quarter end:
   Collateralized by one-to-four family homes              $     457   $  1,020
   Other non-performing loans                                    619        713
                                                           ---------   --------
       Total non-performing loans                              1,076      1,733
   Real estate acquired through foreclosure                      211        256
                                                           ---------   --------
             Total non-performing assets                   $   1,287   $  1,989
                                                           =========   ========

Ratios:  Non performing loans to loans                           .24%       .44%
         Allowance for loans losses to
          non-performing loans                                   214%       118%
         Allowance for loan losses to net loans                  .51%       .52%
         Non-performing assets to total assets                   .24%       .41%

                                       12
<PAGE>


Liquidity & Capital Resources
Loan demand  continued to be strong during the nine months ended March 31, 2000,
as net loans  increased  by $48.6  million  to $449  million,  a 16%  annualized
growth. In spite of strong competition from other financial institutions, mutual
funds and the stock market,  customer deposits increased by $27.3 million during
the period. The Bank's loan growth was funded by additional  borrowings of $27.7
million from the Federal Home Loan Bank.

Current regulations require the Corporation's subsidiary,  First Federal Savings
Bank, to maintain  minimum  specific levels of liquid assets,  (currently 4%) of
cash and eligible  investments to deposits and short-term  borrowings.  At March
31, 2000,  the Bank's liquid assets were 7.71% of its liquidity  base.  The Bank
intends to continue to fund loan growth  (outstanding loan commitments were $8.9
million  at March 31,  2000)  and any  declines  in  customer  deposits  through
additional  advances from the FHLB. Daily variable rates on advances average 100
basis  points more than the average  cost of funds,  but 50 to 100 basis  points
less than  many new  deposits  that are in the form of  certificate  of  deposit
specials.  At March 31, 2000, the Bank had an unused  approved line of credit in
the amount of $25.9  million,  and the potential to  significantly  increase its
indebtedness  with the  FHLB,  if  necessary,  due to its  additional  available
collateral.

The  Office  of  Thrift   Supervision's   capital  regulations  require  savings
institutions to meet three capital  standards:  a 3% Tier I leverage ratio; a 4%
Tier I capital ratio;  and an 8% risk-based  capital  standard.  As of March 31,
2000, the Bank's actual capital percentages for Tier I leverage of 7.79%, Tier I
capital of  11.48%,  and  current  risk-based  capital of 12.12%,  significantly
exceed the regulatory requirement for each category.

Quantitative and Qualitative Disclosures About Market Risk

The Bank currently does not engage in any derivative or hedging activity.  Refer
to the Bank's 1999 10-K for analysis of the interest rate sensitivity.

                                       13

<PAGE>

           FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY



Part II - Other Information

      Item 1.          Legal Proceedings
                       Not Applicable

      Item 2.          Changes in Securities
                       Not Applicable

      Item 3.          Defaults Upon Senior Securities
                       Not Applicable

      Item 4.          Submission of Matters to a Vote of
                       Security Holders
                       Not Applicable

      Item 5.          Other Information
                       Not Applicable

      Item 6.          Exhibits:  Not Applicable
                       Reports on Form 8-K:  Not Applicable

                                       14

<PAGE>



           FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



DATE:  May 12, 2000          BY: (S)  B. Keith Johnson
                             -----------------------------
                             B. Keith Johnson
                             President and Chief Executive Officer


DATE:  May 12, 2000          BY: (S) Charles E. Chaney
                             -----------------------------
                             Charles E. Chaney
                             Senior Vice President

                                       15