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

                                AMENDED FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR


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


                         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
    -------      ------

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 October 31, 2000
          -----------                 --------------------------------------

         Common Stock                           3,754,818 shares



                     This document is comprised of 20 pages.


<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY


                                      INDEX


PART I - FINANCIAL INFORMATION                                       Page Number

 Item 1 -Consolidated Financial Statements and Notes to Consolidated
         Financial Statements                                            3-11

 Item 2 -Management's Discussion and Analysis of the Consolidated
         Statements of Financial Condition and Results of Operations    12-18

 Item 3 -Quantitative and Qualitative Disclosures about Market Risk        18

PART II - OTHER INFORMATION                                                19

SIGNATURES                                                                 20




                                       2
<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                       (UNAUDITED)
                                                      SEPTEMBER 30,    JUNE 30,
                                         ASSETS           2000           2000
                                                          ----           ----
                                                        (DOLLARS IN THOUSANDS)

Cash and due from banks                                 $ 12,018      $ 11,310
Interest bearing deposits                                  4,469         3,669
                                                        --------      --------
           Total cash and cash equivalents                16,487        14,979
Securities available-for-sale                              2,038         2,048
Securities held-to-maturity (fair value of $41,626
   and $41,195 at September and June 2000)                43,115        43,134
Loans receivable, less allowance for loan losses
   of $2,311 (Sept.) and $2,252 (June)                   490,278       471,231
Federal Home Loan Bank stock                               4,849         4,081
Premises and equipment                                    11,960        11,709
Real estate owned:
  Acquired through foreclosure                                80           -
  Held for development                                       446           446
Repossessed assets                                            93           -
Excess of cost over net assets acquired                    9,839        10,047
Accrued interest receivable                                 ,687         2,032
Other assets                                               1,827         1,078
                                                        --------      --------

          TOTAL ASSETS                                  $582,699      $560,785
                                                        ========      ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                                 $ 17,573      $ 16,822
   Interest bearing                                      412,037       406,937
                                                         -------       -------
             Total Deposits                              429,610       423,759
Advances from Federal Home Loan Bank                      95,142        80,339
Accrued interest payable                                   1,031         1,129
Accounts payable and other liabilities                     2,669         1,962
Deferred income taxes                                      1,900         1,915
                                                         -------       -------

          TOTAL LIABILITIES                              530,352       509,104
                                                         -------       -------

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, 3,756,000 shares in June and
      3,755,000 shares in September                       3,755          3,756
 Additional paid-in capital                                 -              -
 Retained earnings                                       48,171         47,481
 Accumulated other comprehensive
    income, net of tax                                      421            444
                                                       --------       --------

          TOTAL STOCKHOLDERS' EQUITY                     52,347         51,681
                                                       --------       --------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $582,699       $560,785
                                                       ========       ========

                 See notes to consolidated financial statements.

                                       3
<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                            THREE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                           2000            1999
                                                           ----            ----
 INTEREST INCOME:
   Interest and fees on loans                            $ 9,977        $ 8,286
   Interest and dividends on investments and deposits        841            814
                                                         -------        -------
          Total interest income                           10,818          9,100
                                                         -------        -------
INTEREST EXPENSE:
   Deposits                                                5,198          4,241
   Federal Home Loan Bank advances                         1,405            392
                                                         -------        -------
          Total interest expense                           6,603          4,633
                                                         -------        -------
Net interest income                                        4,215          4,467
Provision for loan losses                                    195             89
                                                         -------        -------
Net interest income after provision for loan losses        4,020          4,378
                                                         -------        -------
NON-INTEREST INCOME:
   Customer service fees on deposit accounts                 578            450
   Secondary mortgage market closing fees                    111            134
   Gain on sale of investments                               345            153
   Brokerage and insurance commissions                       126            109
   Other income                                              153            116
                                                         -------         ------
         Total non-interest income                         1,313            962
                                                         -------         ------
NON-INTEREST EXPENSE:
   Employee compensation and benefits                      1,499          1,286
   Office occupancy expense and equipment                    367            351
   FDIC insurance premium                                     22             57
   Marketing and advertising                                 125            128
   Outside services and data processing                      322            301
   State franchise tax                                       103            100
   Amortization of intangibles                               208            208
   Other expense                                             610            567
                                                          ------         ------
         Total non-interest expense                        3,256          2,998
                                                          ------         ------

Income before income taxes                                 2,077          2,342
Income taxes                                                 688            769
                                                          ------         ------

NET INCOME                                                $1,389         $1,573
                                                          ======         ======
Earnings per share:
         Basic                                             $  0.37      $  0.39
         Diluted                                           $  0.37      $  0.38


                 See notes to consolidated financial statements.

                                       4
<PAGE>

                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                        2000              1999
                                                        ----              ----

NET INCOME                                             $1,389            $1,573
Other comprehensive income (loss), net of tax:
     Change in unrealized gain (loss)
        on securities                                     205              (129)
     Reclassification of realized amount                 (228)             (101)
                                                       ------            ------
     Net unrealized gain (loss) recognized in
        Comprehensive income                              (23)             (230)
                                                       ------            ------

COMPREHENSIVE INCOME                                   $1,366            $1,343
                                                       ======            ======

                 See notes to consolidated financial statements.

                                       5
<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                                   ACCUMULATED OTHER
                                                       ADDITIONAL                    COMPREHENSIVE
                                                       PAID - IN      RETAINED          INCOME,
                              SHARES       AMOUNT       CAPITAL       EARNINGS        NET OF TAX      TOTAL
                              ------       ------       -------       --------       -----------      -----
<S>                           <C>        <C>           <C>           <C>            <C>             <C>
BALANCE, JUNE 30, 2000         3,756      $ 3,756       $   -         $47,481        $   444         $51,681
Net income                       -            -             -           1,389            -             1,389
Exercise of stock options          1            1             5           -              -                 6
Net change in unrealized
  gains (losses) on
  securities available-
  for-sale, net of tax           -            -             -             -              (23)            (23)
Cash dividends declared
   ($.18 per share)              -            -             -            (676)          -               (676)
Stock repurchased                 (2)          (2)           (5)          (23)          -                (30)
                               -----      -------        ------       -------         ------         -------

BALANCE, SEPTEMBER 30, 2000    3,755      $ 3,755        $  -         $48,171         $  421         $52,347
                               =====      =======        ======       =======         ======         =======
</TABLE>


                 See notes to consolidated financial statements.

                                       6
<PAGE>



               FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                                            THREE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                           2000            1999
                                                           ----            ----
OPERATING ACTIVITIES:
 Net income                                               $ 1,389       $ 1,573
 Adjustments to reconcile net income to net
    cash provided by operating activities:
    Provision for loan losses                                 195            89
    Depreciation of premises and equipment                    279           248
    Net change in deferred loan fees and costs                 97            84
    Federal Home Loan Bank stock dividends                    (82)          (58)
    Amortization of acquired intangible assets                208           208
    Amortization and accretion on securities                  (15)          (16)
    Gain on sale of investments available-for-sale           (345)         (153)
    Gain on sale of real estate held for development           (3)           -
    Deferred taxes                                             (3)          173
    Changes in:
      Interest receivable                                     345           443
      Other assets                                           (749)          (12)
      Interest payable                                        (98)          (66)
      Accounts payable and other liabilities                  710         1,175
                                                           ------        ------

Net cash provided by operating activities                   1,928         3,688
                                                           ------        ------

INVESTING ACTIVITIES:
  Sales of securities available-for-sale                      351           156
  Purchases of securities available-for-sale                  (31)           -
  Maturities of securities held-to-maturity                    34         6,090
  Net increase in loans                                   (19,512)      (14,754)
  Purchase of Federal Home Loan Bank stock                   (686)           -
  Net purchases of premises and equipment                    (530)          (61)
                                                          -------        ------

Net cash used in investing activities                     (20,374)       (8,569)
                                                          -------        ------

FINANCING ACTIVITIES:
  Net increase in deposits                                  5,851         1,552
  Advances from Federal Home Loan Bank                     14,803        11,576
  Dividends paid                                             (676)         (730)
  Proceeds from stock options exercised                         6            -
  Common stock repurchased                                    (30)       (3,635)
                                                           ------        ------

Net cash provided by financing activities                  19,954         8,763
                                                           ------        ------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            1,508         3,882
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             14,979        11,892
                                                          -------        ------
CASH AND CASH EQUIVALENTS, END OF PERIOD                  $16,487       $15,774
                                                          =======       =======



                 See notes to consolidated financial statements.

                                      7
<PAGE>

                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION - The consolidated  financial  statements include
         the accounts of First Federal  Financial  Corporation  of Kentucky (the
         Corporation)  and its wholly owned  subsidiary,  First Federal  Savings
         Bank of Elizabethtown  (the Bank),  and its wholly owned  subsidiaries,
         First Service Corp. of Elizabethtown and First Heartland Mortgage.  All
         significant   intercompany   transactions   and   balances   have  been
         eliminated.

         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 period ending September
         30, 2000 are not  necessarily  indicative  of the  results  that may be
         expected  for the year ended June 30,  2001.  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, 2000.

         NEW  ACCOUNTING  PRONOUNCEMENTS  - On July  1,  2000,  the  Corporation
         adopted a new accounting  standard that will require all derivatives to
         be recorded  at fair value.  Unless  designated  as hedges,  changes in
         these fair values will be recorded in the income statement.  Fair value
         changes involving hedges will generally be recorded by offsetting gains
         and losses on the hedge and on the hedged item,  even if the fair value
         of the hedged item is not otherwise recorded.  The adoption of this new
         standard did not have a material effect on the Corporation's  financial
         statements.

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

                                       8
<PAGE>

2.   SECURITIES

     The amortized  cost basis and fair values of securities at September 30,
     are as follows:
<TABLE>
<CAPTION>

                                                              GROSS        GROSS
                                                AMORTIZED   UNREALIZED   UNREALIZED
                                                  COST        GAINS        LOSSES     FAIR VALUE
                                                  ----        -----        ------     ----------
                                                            (DOLLARS IN THOUSANDS)
        <S>                                    <C>          <C>         <C>          <C>
         Securities available-for-sale:
           September 30, 2000:
            Equity securities                    $  390      $ 739        $ (52)      $ 1,077
            Obligation of states and political
             subdivisions                         1,010        -            (49)          961
                                                 ------      -----        -----       -------

               Total available-for-sale          $1,400      $ 739        $(101)      $ 2,038
                                                 ======      =====        =====       =======

          Securities held-to-maturity:
            September 30, 2000:
             U.S. Treasury and agencies         $41,872      $  70      $(1,545)      $40,397
             Mortgage-backed securities           1,243          5          (19)        1,229
                                                -------      -----      -------       -------

               Total held-to-maturity           $43,115      $  75      $(1,564)      $41,626
                                                =======      =====      =======       =======
</TABLE>


3.    LOANS RECEIVABLE

      Loans receivable are summarized as follows:

                                                  SEPTEMBER 30,      JUNE 30,
                                                      2000             2000
                                                      ----             ----

                                                     (DOLLARS IN THOUSANDS)

             Commercial                             $ 12,787        $ 15,769
             Real estate commercial                   75,271          65,244
             Real estate construction                 13,692          15,257
             Real estate mortgage                    316,840         311,756
             Consumer and home equity                 63,191          59,744
             Indirect consumer                        19,297          15,186
                                                     -------          ------
                   Total loans                       501,078         482,956
                                                     -------         -------
             Less:
               Undisbursed construction loans         (6,093)         (6,890)
               Net deferred loan origination fees     (2,396)         (2,583)
               Allowance for loan losses              (2,311)         (2,252)
                                                    --------          ------
                                                     (10,800)        (11,725)
                                                    --------         -------
             Loans, net                             $490,278        $471,231
                                                    ========        ========

                                       9
<PAGE>

         The following table sets forth the changes in the allowance for loan
         losses:

                                                       THREE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                  --------------------------
                                                    2000              1999
                                                    ----              ----

                                                    (DOLLARS IN THOUSANDS)
            Allowance for loan losses:
              Balance, beginning of period        $ 2,252           $ 2,108
              Provision for loan losses               195                89
              Charge-offs                            (143)              (44)
              Recoveries                                7                 4
                                                  -------           -------
              Balance, end of period              $ 2,311           $ 2,157
                                                  =======           =======


        Investment in impaired loans is summarized below. There were no impaired
        loans for the periods presented without an allowance allocation.

                                                 SEPTEMBER 30,      JUNE 30,
                                                    2000              2000
                                                    ----              ----

                                                    (DOLLARS IN THOUSANDS)

        End of period impaired loans               $1,900            $1,562
        Amount of allowance for loan
         loss allocated                               122               117
        Average impaired loans outstanding          2,067             2,764



4.   BORROWINGS

     Deposits are the primary  source of funds for First  Federal's  lending and
     investment  activities and for its general business purposes.  The Bank can
     also use advances  (borrowings)  from the FHLB of  Cincinnati to supplement
     its supply of lendable funds, meet deposit  withdrawal  requirements and to
     extend the term of its  liabilities.  Advances  from the FHLB are typically
     secured by the Bank's  stock in the FHLB and a portion of the Bank's  first
     mortgage  loans.  At September  30, 2000 First Federal had $95.1 million in
     advances  outstanding  from the  FHLB  and the  capacity  to  increase  its
     borrowings an additinal $196 million.

     The FHLB of Cincinnati functions as a central reserve bank providing credit
     for savings banks and certain  other member  financial  institutions.  As a
     member,  First  Federal is required to own capital stock in the FHLB and is
     authorized  to apply for advances on the security of such stock and certain
     of its home mortgages and other assets  (principally,  securities which are
     obligations  of, or  guaranteed  by, the United  States)  provided  certain
     standards related to credit-worthiness have been met.


                                       10

<PAGE>


5.   EARNINGS PER SHARE

     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.  A
     reconciliation  of the numerators and denominators of the basic and diluted
     EPS is as follows:

                                                  THREE MONTHS ENDED
                                                     SEPTEMBER 30,
                                                  2000           1999
                                                  ----           ----
                                                    (IN THOUSANDS)
         Net income available
            to common shareholders                $1,389        $1,573
                                                  ======        ======

         Basic EPS:
            Weighted average common shares         3,756         4,069
                                                   =====        ======

         Diluted EPS:
            Weighted average common shares         3,756         4,069
            Dilutive effect of stock options           9            19
                                                   -----         -----
            Weighted average common and
              incremental shares                   3,765         4,088
                                                   =====         =====

         Earnings Per Share:
             Basic                                 $0.37         $0.39
                                                   =====         =====

             Diluted                               $0.37         $0.38
                                                   =====         =====
                                       11
<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.   The  primary
regulator for First Federal is the Office of Thrift Supervision (OTS).

The following  discussion  and analysis  covers any  significant  changes in the
financial  condition since June 30, 2000 and any material changes in the results
of operations  for the  three-month  period  ending,  September  30, 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 2000 Annual Report to Shareholders.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain  statements  contained  in  this  report  that  are  not  statements  of
historical  fact  constitute  forward-looking  statements  within the meaning of
Section 21E of the  Securities  Exchange Act of 1934,  as amended.  In addition,
forward-looking statements may be made in future filings by the Company with the
Securities and Exchange Commission,  in press releases,  and in oral and written
statements  made  by or  with  the  approval  of  the  Company.  Forward-looking
statements include, but are not limited to: (1) projections of revenues,  income
or loss,  earnings  or loss per share,  capital  structure  and other  financial
items;  (2)  statements of plans and objectives of the Company or its management
or Board of  Directors;  (3)  statements  regarding  future  events,  actions or
economic  performance;   and  (4)  statements  of  assumptions  underlying  such
statements.  Words  such as  "believes,"  "anticipates,"  "expects,"  "intends,"
"plans,"   "targeted,"   and  similar   expressions  are  intended  to  identify
forward-looking  statements but are not the exclusive means of identifying  such
statements.


Forward-looking statements involve risks and uncertainties that may cause actual
results to differ  materially from those indicated by such  statements.  Some of
the events or circumstances that could cause actual results to differ from those
indicated by forward-looking statements include, but are not limited to, changes
in economic conditions in the markets served by the Corporation, in Kentucky and
the surrounding region, or in the nation as a whole;  changes in interest rates;
the impact of legislation and  regulation;  the  Corporation's  ability to offer
competitive  banking products and services;  competition from other providers of
financial services, the continued growth of the markets in which the Corporation
operates;  and the  Corporation's  ability  to expand  into new  markets  and to
maintain profit margins in the face of pricing pressure. All of these events and
circumstances  are  difficult  to  predict  and  many of  them  are  beyond  the
Corporation's  control.  Forward-looking  statements speak only on the date they
are  made,  and  the   Corporation   undertakes  no  obligation  to  update  any
forward-looking statements to reflect subsequent events or developments.


All dollar  amounts  (except per share data) are  presented in thousands  unless
otherwise noted.



                                       12
<PAGE>

RESULTS OF OPERATIONS

Net income for the quarter  ended  September  30, 2000 was $1.4 million or $0.37
per share diluted down from $1.6 million or $0.38 per share diluted for the same
period in 1999.  Lower net interest  income  caused by rapidly  rising  interest
rates during the previous fiscal year resulted in the decrease in earnings.  The
following discussion outlines the significant differences in income and expenses
for the quarter ended September 30, 2000, as compared to 1999.

NET  INTEREST  INCOME-Net  interest  income  decreased  by  $252 in 2000 to $4.2
million  compared to $4.5 million in 1999.  Rising  interest rates resulted in a
decline in the net  interest  margin of 70 basis  points  from 3.82% for 1999 to
3.12% 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 eight 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.

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.  A dealer loan program was
also developed to produce a large volume of consumer loans at higher yields than
our mortgage  portfolio.  Realizing that both these programs  represent products
with added credit  risk,  the Bank has also  developed  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 compliance with lending  policies.  Monthly  reporting  requirements have
been   developed  to  provide   additional   control  over   delinquencies   and
foreclosures.

Loan demand  continued to be strong during the quarter ended September 30, 2000,
as net loans increased by $19.1 million from $471.2 million at June 30, 2000, to
$490.3 million at September 30, 2000, a 16% annualized growth rate. The increase
in loans was primarily  attributable  to the Bank's  commercial real estate loan
portfolio,  which increased $10.0 million for the quarter,  and its secured real
estate loan portfolio,  which increased $5.1 million.  This increase is a result
of the Bank's continued emphasis on the active pursuit of lending opportunities.
The Bank's dealer loan program  increased  $4.1 million while  consumer and home
equity loans increased $3.5 million for the quarter ended September 30, 2000.

Average  interest  earning assets increased by $72.2 million from $464.5 million
for the 1999  quarter to $536.7  million  for the 2000  period due to the Bank's
strong loan growth.  Average  loans,  which  comprise 90% of the total  interest
earning  assets,  were $70.5 million  higher and averaged  $482.6 million during
quarter ended September 30, 2000,  while the average yield on loans increased by
22 basis points to 8.20%.

Average  interest-bearing  liabilities  increased by $78.9 million to an average
balance of $496.1  million  for the 2000  quarter.  Customer  deposits  averaged
$408.6  million  during the quarter  ended  September  30, 2000, a $25.4 million
increase from the 1999 average balance of $383.2  million.  Average Federal Home
Loan Bank  advances  increased  $53.5  million  for the 2000  period to fund the
Bank's increased lending activity that exceeded its deposit growth.  Should loan
demand continue to outpace  deposit growth,  as an alternative to FHLB advances,
the Bank may choose to use maturing  investments  to fund this growth which will
result in a decline in the Banks average balance of investment securities.

                                       13
<PAGE>


AVERAGE BALANCE SHEET

The  following  table  provides  detailed  information  as to  average  balance,
interest  income/expense,  and rates by major balance sheet  categories  for the
three months ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED SEPTEMBER 30,
                                     ------------------------------------------------------------------------------
                                                     2000                                     1999
                                                     ----                                     ----

                                      AVERAGE                   AVERAGE        AVERAGE                   AVERAGE
                                      BALANCE      INTEREST    YIELD/COST      BALANCE      INTEREST    YIELD/COST

                                                                (Dollars in thousands)
<S>                                  <C>           <C>          <C>         <C>           <C>            <C>
ASSETS
Interest earning assets:
 Equity securities                    $ 1,098        $  8        2.89%        $ 1,836        $  5          1.08%
 State and political subdivision
  securities (1)                          947          17        7.12             983          17          6.86
 U.S. Treasury and agencies            41,876         678        6.42          39,982         673          6.68
 Mortgage-backed securities             1,251          22        6.98           1,524          25          6.51
 Loans receivable (2) (3)             482,627       9,977        8.20         412,134       8,286          7.98
 FHLB stock                             4,427          82        7.35           3,219          58          7.15
 Interest bearing deposits              4,523          40        3.51           4,814          42          3.46
                                      -------      ------        ----        --------       -----          ----
  TOTAL INTEREST EARNING ASSETS       536,749      10,824        8.00         464,492       9,106          7.78
Less:  Allowance for loan losses       (2,285)                                 (2,134)
Non-interest earning assets            37,305                                  35,452
                                     --------                                --------
   TOTAL ASSETS                      $571,769                                $497,810
                                     ========                                ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
  Savings accounts                    $35,199      $ 267         3.01%       $ 36,494      $ 205           2.23%
  NOW and money market
   accounts                            78,480        499         2.52          78,690        429           2.16
  Certificates of deposit and
   other time deposits                294,904      4,432         5.96         268,061      3,607           5.34
  FHLB Advances                        87,490      1,405         6.37          33,977        392           4.58
                                      -------      -----         ----         -------      -----           ----

  TOTAL INTEREST BEARING LIABILITIES  496,073      6,603         5.28         417,222      4,633           4.41

Non-interest bearing liabilities:
  Non-interest bearing deposits        17,569                                  17,181
  Other liabilities                     5,999                                   6,524
                                      -------                                 -------
   TOTAL LIABILITIES                  519,641                                 440,927

Stockholders' equity                   52,128                                  56,883
                                      -------                                --------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY          $571,769                                $497,810
                                     ========                                ========

NET INTEREST INCOME                               $4,221                                  $4,473
                                                  ======                                  ======
NET INTEREST SPREAD                                              2.72%                                    3.37%
                                                                 =====                                    =====
NET INTEREST MARGIN                                              3.12%                                    3.82%
                                                                 =====                                    =====
</TABLE>

-----------------------------------------------------
(1) Taxable  equivalent yields are calculated  assuming a 34% federal income tax
    rate.
(2) Includes loan fees,  immaterial in amount,  in both interest  income and the
    calculation of yield on loans. (3) Calculations  include  non-accruing loans
    in the average loan amounts outstanding.


                                       14
<PAGE>

RATE/VOLUME ANALYSIS

The table below sets forth  certain  information  regarding  changes in interest
income and  interest  expense of the Bank for the  periods  indicated.  For each
category   of   interest-earning   assets  and   interest-bearing   liabilities,
information is provided on changes  attributable to (1) changes in rate (changes
in rate  multiplied  by old  volume);  (2)  changes in volume  (change in volume
multiplied  by old  rate);  and  (3)  changes  in  rate-volume  (change  in rate
multiplied  by change in volume).  Changes in  rate-volume  are  proportionately
allocated between rate and volume variance.
                                                     THREE MONTHS ENDED
                                                        SEPTEMBER 30,
                                                        2000 VS. 1999
                                                     INCREASE (DECREASE)
                                                       DUE TO CHANGE IN
      (Dollars in thousands)
                                                                           NET
                                               RATE        VOLUME        CHANGE
      INTEREST INCOME:                         ----        ------        ------
        Loans                                  $201        $1,490        $1,691
        Equity securities                         2             1             3
        State and political subdivision
          securities                              0             0             0
        U.S. Treasury and agencies                6            (1)            5
        Mortgage-backed securities                5            (8)           (3)
        FHLB stock                                2            22            24
        Interest bearing deposits                 1            (3)           (2)
                                                ---         -----         -----
        TOTAL INTEREST EARNING ASSETS           217         1,501         1,718
                                                ---         -----         -----

      INTEREST EXPENSE:
         Savings accounts                        33            29            62
         NOW and money market accounts           35            35            70
         Certificates of deposit and other
            time deposits                       278           547           825
         FHLB advances                          133           880         1,013
                                               ----        ------        ------
         TOTAL INTEREST BEARING LIABILITIES     479         1,491         1,970
                                               ----        ------        ------
         NET CHANGE IN NET INTEREST INCOME    $(262)       $   10        $ (252)
                                              =====        ======        ======

NON-INTEREST  INCOME AND  EXPENSE-Non-interest  income was $1.3  million for the
quarter ended  September  30, 2000, as compared to $962 for the 1999 period,  an
increase  of $351.  Gains on  investment  sales were $345 during the 2000 period
compared to $153 for the 1999  quarter,  and  increase of $192.  Fee income from
secondary  market  lending  operations  decreased  by $23 or 17% during the 2000
period  compared  to 1999 due to  rising  mortgage  rates  that  slowed  the new
originations  and  refinancing  activity in home loans.  Customer  service  fees
charged on deposit accounts increased by $128 or 28% during the 2000 quarter due
to growth in accounts and deposit  relationships with existing customers.  Other
sources of income such as brokerage  commissions,  loan fees, and other customer
transaction  fees also increased  during the 2000 period as compared to the 1999
period.

Non-interest  expense  increased  by $258  or  8.6%  during  the  quarter  ended
September  30, 2000 as compared to the 1999  quarter.  The increase is primarily
attributable to costs associated with salaries,  employee benefits and occupancy
and equipment.

Compensation and employee benefit expenses increased $213 in 2000 as compared to
1999. The increase includes  inflationary salary adjustments and reflects growth
in the  overall  staffing  level  from 160  full-time  equivalent  employees  at
September 30, 1999 to 192 full-time  equivalent employees at September 30, 2000.
Additional  staffing  was  required to  establish a bank-wide  service and sales
culture and to staff the  re-opening of a banking  center  located in Bardstown,
Kentucky.  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.

                                       15

<PAGE>

Occupancy and equipment  expense  increased $16 during the 2000 quarter compared
to the 1999  quarter.  The  increase  is  attributable  to  additional  computer
equipment  needed to  service  the  Bank's  transition  to a  service  and sales
culture. All other expenses increased $29 during the quarter ended September 30,
1999 compared to the 1999 period including postage,  telephone,  data processing
and customer account expenses.

ALLOWANCE AND PROVISION FOR LOAN LOSSES

The  allowance  for  loan  losses  is  regularly  evaluated  by  management  and
maintained  at a level  believed  to be  adequate  to absorb  loan losses in the
Bank's  lending  portfolios.  Periodic  provisions  to the allowance are made as
needed. An appropriate level of the general allowance is determined based on the
application  of projected risk  percentages  to graded loans by  categories.  In
addition,  specific  reserves are established  for individual  loans when deemed
necessary by management.  The amount of the provision for loan losses  necessary
to maintain an adequate  allowance is based upon an  assessment of loan quality,
changes  in the size and  character  of the loan  portfolio,  consultation  with
regulatory  authorities,  delinquency  trends,  economic conditions and industry
trends.  Management believes, based on information presently available,  that it
has  adequately  provided  for loan  losses  at  September  30,  2000.  Although
management  believes it uses the best  information  available to make  allowance
provisions,  future  adjustments,  which could be material,  may be necessary if
management's  assumptions differ  significantly from the loan portfolio's actual
performance.

Net loan charge-offs  increased $95 to $136 for the three months ended September
30, 2000 compared to $40 for the same period in 1999.  The increase is primarily
related to charge-offs of indirect  consumer loans during the 2000 quarter.  The
Bank  recorded  provision  for loan  losses of $195 for the three  months  ended
September  30,  2000  compared to $89 for 1999,  as a result of the  increase in
charge-offs for the period.

The  following  table sets forth an analysis of the Bank's loan loss  experience
for the three months ended September 30, 2000 and 1999.

                                             THREE MONTHS ENDED
                                                SEPTEMBER 30,
                                             2000          1999
                                             ----          ----
                                           (Dollars in thousands)

      Balance-beginning of period           $2,252        $2,108
                                            ------        ------
      Loans charged-off:
         Real estate mortgage                   (2)          (35)
         Consumer                             (141)           (8)
         Commercial                              0             0
                                            ------        ------
      Total charge-offs                       (143)          (43)
                                            ------        ------
      Recoveries:
         Real estate mortgage                    0             0
         Consumer                                7             3
         Commercial                              0             0
                                            ------        ------
      Total recoveries                           7             3
                                            ------        ------
      Net loans charged-off                   (136)          (40)
                                            ------        ------
      Provision for loan losses                195            89
                                            ------        ------
      Balance-end of period                 $2,311        $2,157
                                            ------        ------

       Net charge-offs to average
        loans outstanding                     .028%         .010%
       Allowance for loan losses to
        total non-performing loans             122%           88%
       Allowance for loan losses to
         to net loans outstanding              .47%          .52%


                                       16
<PAGE>


NON-PERFORMING ASSETS

The Bank's non-performing assets consist of loans on which interest is no longer
accrued,  real estate acquired through  foreclosure and repossessed  assets. The
Bank does not have any loans greater than 90 days past due still on accrual. All
loans considered  impaired under SFAS 114 are included in non-performing  loans.
Loans are  considered  impaired if full  principal or interest  payments are not
anticipated in accordance  with the contractual  loan terms.  Impaired loans are
carried at the present  value of expected  future cash flows  discounted  at the
loans effective interest rate or at the fair value of the collateral if the loan
is collateral dependent. A portion of the allowance for loan losses is allocated
to impaired loans if the value of such loans is less than the unpaid balance. If
these allocations cause the allowance for loan losses to require increase,  such
increase is reported in the provision  for loan losses.  Loans are reviewed on a
regular basis and normal  collection  procedures are implemented when a borrower
fails to make a required  payment on a loan.  If the  delinquency  on a mortgage
loan exceeds 90 days and is not cured through normal collection procedures or an
acceptable  arrangement is not worked out with the borrower, the Bank institutes
measures to remedy the  default,  including  commencing  a  foreclosure  action.
Consumer loans generally are charged off when a loan is deemed  uncollectible by
management  and any  available  collateral  has  been  disposed  of.  Commercial
business and real estate loan  delinquencies  are handled on an individual basis
by management with the advice of the Bank's legal counsel.  The Bank anticipates
that the increase in  non-performing  real estate loans will continue due to the
growth of the Bank's loan portfolio.

The  following  table  sets  forth   information  with  respect  to  the  Bank's
non-performing assets for the periods indicated.

                                        SEPTEMBER 30,        JUNE 30,
                                            2000               2000
                                            ----               ----
                                            (Dollars in thousands)

   Loans on non-accrual status (1)(2)       $1,900            $1,562

   Real estate acquired
      through foreclosure                       80               -

   Repossessed assets                           93               -
                                            ------            ------
           Total non-performing
           assets                           $2,073            $1,562
                                            ======            ======

   Ratios:  Non-performing loans
              to total loans                   .39%              .33%
            Non-performing assets
              to total assets                  .36%              .28%
--------------------------------------
(1)         Loans on non-accrual status include impaired loans.
(2)         The interest income that would have been earned and
            received on non-accrual loans was not material.

LIQUIDITY

The Bank is required to maintain  minimum  specific  levels of liquid  assets as
defined by the Office of Thrift Supervision's  regulations.  This requirement is
based  on a  percentage  of  cash  and  eligible  investments  to  deposits  and
short-term  borrowings  and is currently 4%. At September  30, 2000,  the Bank's
liquid assets were 5.84% of its liquidity  base.  The Bank's  primary  source of
funds for meeting its liquidity needs are customer deposits, borrowings from the
Federal  Home  Loan  Bank,  principal  and  interest  payments  from  loans  and
mortgage-backed securities, and earnings from operations retained by the Bank.

                                       17
<PAGE>

The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $3.9 million at September 30, 2000) with customer  deposits and  additional
advances from the FHLB. At September 30, 2000,  the Bank had an unused  approved
line of credit in the  amount of $33.5  million  and  sufficient  collateral  to
borrow an additional $196 million in advances from the FHLB.

CAPITAL

Savings  institutions  insured by the FDIC must meet various  regulatory capital
requirements.  As of  September  30,  2000,  the  Bank was  categorized  as well
capitalized.  The Bank's  actual and  required  capital  amounts  and ratios are
presented below:

<TABLE>
<CAPTION>
                                                                                     TO BE CONSIDERED
                                                                                     WELL CAPITALIZED
                                                                                       UNDER PROMPT
                                                                   FOR CAPITAL          CORRECTION
                                                 ACTUAL         ADEQUACY PURPOSES    ACTION PROVISIONS
                                           ------------------------------------------------------------
     AS OF SEPTEMBER 30, 2000:              AMOUNT    RATIO     AMOUNT     RATIO     AMOUNT     RATIO
                                            ------    -----     ------     -----     ------     -----
      <S>                                  <C>       <C>       <C>         <C>     <C>         <C>
       Total risk-based capital (to risk-
         weighted assets)                  $44,147    10.6%    $33,449      8.0%    $41,812     10.0%
       Tier I capital (to risk-weighted
         assets)                            41,837    10.0      16,725      4.0      25,087      6.0
       Tier I capital (to average assets)   41,837     7.3      22,871      4.0      28,588      5.0

</TABLE>

STOCK  REPURCHASE  PLAN-In  October  1999 the  Corporation's  Board of Directors
authorized the establishment of an additional 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 programs,  which began in 1995, have repurchased
a total of 613,681  shares.  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,  at which time
the Board  will  reanalyze  the Bank's  capital  position  and  future  earnings
potential and if appropriate, initiate a new repurchase plan.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank currently does not engage in any derivative or hedging activity.  Refer
to the Bank's 2000 10-K for analysis of the interest rate sensitivity.








                                       18


<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY


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

     On November 9, 2000,  the  Corporation  announced that Diane E. Logsdon and
     John L.  Newcomb,  Jr. have  joined its board of  directors  following  the
     Corporation's  annual meeting of shareholders on November 8, 2000. B. Keith
     Johnson, the Corporation's  President and Chief Executive Officer, was also
     re-elected  to  a  three-year  term  on  the  board  of  directors  of  the
     Corporation, First Federal Savings Bank, and its subsidiaries.

     John L.  "Jack"  Newcomb,  Jr., a lifelong  resident of Nelson  County,  is
     President  and  Financial  Manager of Newcomb Oil  Company.  Newcomb Oil, a
     family-owned  business that employs 750 people in its operations,  owns and
     operates Five Star Food Marts and supplies wholesale  gasoline,  distillate
     and  lubricants  throughout  Central  Kentucky  and Southern  Indiana.  Mr.
     Newcomb  attended  Eliazbethtown  Community  College and  Western  Michigan
     University.  He and his wife,  Jackie,  have four teenage children and make
     their home in Bardstown,  Kentucky.  Mr. Newcomb has served on the board of
     directors of the Bank and its subsidiaries since April 1999.

     Diane E. Logsdon is Vice President of Planning and  Development  for Hardin
     Memorial  Hospital.   She  is  the  current  Chair  of  the  Board  of  the
     Elizabethtown-Hardin County Chamber of Commerce, where she is beginning her
     third term on the Board.  Ms.  Logsdon is a graduate  of the first  nursing
     class of  Elizabethtown  Community  College and holds a Bachelor of Science
     Degree in Health Care Administration from St. Joseph's College and a Master
     of Science Degree in Systems Science (with concentration in Health Systems)
     from the  University  of  Louisville.  She was married to the late  Charles
     Logsdon,   former  Hardin  County  Sheriff  and  well-known  Hardin  County
     historian. She resides in Elizabethtown and has two daughters.

     At the  shareholders  meeting,  Irene B. Lewis and Kennard T. Peden retired
     from the board of directors.  Ms. Lewis,  the Bank's first female employee,
     held various positions with the Bank from 1947 through 1985, and has served
     as member of the board of directors  since 1983. Mr. Peden,  who has served
     on the board  since 1967,  is a retired  farmer and a director of the North
     Central Kentucky Education  Foundation.  He will remain on the board of the
     Bank and its subsidiaries.

     In his remarks at the meeting,  President  and Chief  Executive  Officer B.
     Keith Johnson outlined the Corporation's ongoing plan to address the impact
     of recent increases in interest rates by  transitioning  from a traditional
     thrift  institution  to a  commercial  bank.  "Our plan is to increase  our
     emphasis on consumer and commercial  lending.  To  effectively  compete for
     loan and deposit share,  we are developing a service and sales culture that
     emphasizes   quality  service  and  proactively  seeks  new  business  from
     customers.  An  important  element of our  strategy  is to build  long-term
     relationships  with  small  business  owners  by having a wide  variety  of
     products to meet their deposit and lending needs as well as capturing their
     individual banking relationships."

     In  response  to a  shareholder  question,  Mr.  Johnson  stated  that  the
     Corporation  presently had not received and was not  considering any offers
     from larger  financial  institutions.  He also stated that the board's duty
     always would be to consider  whether any such offer it received would be in
     the best interests of its shareholders.



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






                                       19
<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY

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:  November 14, 2000           BY: (S) B. Keith Johnson
                                      ----------------------
                                       B. Keith Johnson
                                       President and Chief Executive Officer


DATE:  November 14, 2000           BY: (S) Charles E. Chaney
                                      -----------------------
                                       Charles E. Chaney
                                       Senior Vice President
                                       Chief Operating Officer








                                       20