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

                                    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 DECEMBER 31, 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 JANUARY 31, 2000
      -----------                 --------------------------------------

      Common Stock                             3,754,997 shares



                     This document is comprised of 23 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    12-20

 Item 3 -Quantitative and Qualitative Disclosures about Market Risk        20

PART II - OTHER INFORMATION                                             21-22

SIGNATURES                                                                 23


                                       2

<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                         (UNAUDITED)
                                                         DECEMBER 31,   JUNE 30,
                                         ASSETS              2000         2000
                                                             ----         ----
                                                          (DOLLARS IN THOUSANDS)

Cash and due from banks                                   $ 11,468     $ 11,310
Interest bearing deposits                                    4,238        3,669
                                                            ------       ------
           Total cash and cash equivalents                  15,706       14,979
Securities available-for-sale                                1,940        2,048
Securities held-to-maturity (fair value of $42,562
   and $41,195 at December and June 2000)                   42,951       43,134
Loans receivable, less allowance for loan losses
   of $2,541 (Dec.) and $2,252 (June)                      511,425      471,231
Federal Home Loan Bank stock                                 5,641        4,081
Premises and equipment                                      11,740       11,709
Real estate owned:
  Acquired through foreclosure                                  17          -
  Held for development                                         721          446
Repossessed assets                                              74          -
Excess of cost over net assets acquired                      9,631       10,047
Accrued interest receivable                                  2,395        2,032
Other assets                                                 1,477        1,078
                                                            ------       ------

          TOTAL ASSETS                                    $603,718     $560,785
                                                          ========     ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                                   $ 18,611     $ 16,822
   Interest bearing                                        417,333      406,937
                                                           -------      -------
             Total Deposits                                435,944      423,759
Advances from Federal Home Loan Bank                       110,837       80,339
Accrued interest payable                                     1,027        1,129
Accounts payable and other liabilities                       1,108        1,962
Deferred income taxes                                        1,886        1,915
                                                           -------       ------

          TOTAL LIABILITIES                                550,802      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 December                           3,755        3,756
 Additional paid-in capital                                    -            -
 Retained earnings                                          48,802       47,481
 Accumulated other comprehensive
    income, net of tax                                         359          444
                                                           -------       ------

          TOTAL STOCKHOLDERS' EQUITY                        52,916       51,681
                                                           -------       ------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $603,718     $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)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED         SIX MONTHS ENDED
                                                   DECEMBER 31,               DECEMBER 31,
                                                2000           1999       2000          1999
                                                ----           ----       ----          ----
<S>                                          <C>            <C>         <C>           <C>
 INTEREST INCOME:
   Interest and fees on loans                 $10,435        $ 8,640     $20,412       $16,930
   Interest and dividends on investments
     and deposits                                 866            797       1,707         1,611
                                               ------         ------       -----         -----
          Total interest income                11,301          9,437      22,119        18,541
                                               ------         ------      ------        ------
INTEREST EXPENSE:
   Deposits                                     5,475          4,334      10,673         8,574
   Federal Home Loan Bank advances              1,702            659       3,107         1,051
                                                -----         ------       -----        ------
          Total interest expense                7,177          4,993      13,780         9,625
                                                -----         ------      ------        ------
Net interest income                             4,124          4,444       8,339         8,916
Provision for loan losses                         306             90         501           180
                                               ------         ------      ------        ------
Net interest income after provision
   for loan losses                              3,818          4,354       7,838         8,736
                                                -----         ------       -----         -----
NON-INTEREST INCOME:
   Customer service fees on deposit accounts      621            492       1,199           942
   Secondary mortgage market closing fees         115             95         226           225
   Gain on sale of investments                    351            152         696           305
   Brokerage and insurance commissions            198            124         323           233
   Other income                                   179            138         333           269
                                                -----          -----       -----         -----
         Total non-interest income              1,464          1,001       2,777         1,974
                                                -----          -----       -----         -----
NON-INTEREST EXPENSE:
   Employee compensation and benefits           1,571          1,446       3,068         2,732
   Office occupancy expense and equipment         357            328         723           679
   FDIC insurance premium                          21             59          43           116
   Marketing and advertising                      125            114         250           257
   Outside services and data processing           342            305         664           606
   State franchise tax                            103             99         206           199
   Amortization of intangibles                    208            208         416           416
   Other expense                                  622            633       1,234         1,200
                                                -----          -----       -----         -----
         Total non-interest expense             3,349          3,192       6,604         6,205
                                                -----          -----       -----         -----
Income before income taxes                      1,933          2,163       4,011         4,505
Income taxes                                      628            698       1,317         1,467
                                               ------          -----       -----         -----
NET INCOME                                     $1,305         $1,465      $2,694        $3,038
                                               ======         ======      ======        ======
Earnings per share:
         Basic                                $  0.35        $  0.37     $  0.72       $  0.76
         Diluted                              $  0.35        $  0.37     $  0.72       $  0.76

</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                       DECEMBER 31,            DECEMBER 31,
                                                      ------------            ------------
                                                    2000          1999       2000        1999
                                                    ----          ----       ----        ----
<S>                                               <C>          <C>        <C>         <C>
NET INCOME                                         $1,305       $1,465     $2,694      $3,038
Other comprehensive income (loss), net of tax:
     Change in unrealized gain (loss)
        on securities                                 169         (103)       374        (232)
     Reclassification of realized amount             (231)        (100)      (459)       (201)
                                                    -----        -----      -----       -----
     Net unrealized gain (loss) recognized in
        Comprehensive income                          (62)        (203)       (85)       (433)
                                                    -----        -----      -----       -----
COMPREHENSIVE INCOME                               $1,243       $1,262     $2,609      $2,605
                                                   ======       ======     ======      ======
</TABLE>







                 See notes to consolidated financial statements.

                                       5
<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
           CONSOLIDATED STATEMENT 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       $51,681
Net income                         -           -             -            2,694           -            2,694
Exercise of stock options            1           1             6            -             -                7
Net change in unrealized
  gains (losses) on
  securities available-
  for-sale, net of tax             -           -             -              -             (85)           (85)
Cash dividends declared
  ($.18 per share)                 -           -             -           (1,351)          -           (1,351)
Stock repurchased                   (2)         (2)           (6)           (22)          -              (30)
                                 -----     -------        ------        -------        ------        -------

BALANCE, DECEMBER 31, 2000       3,755     $ 3,755       $   -          $48,802        $  359        $52,916
                                ======     =======       =======        =======        ======        =======

</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)
                                                           SIX MONTHS ENDED
                                                              DECEMBER 31,
                                                         2000             1999
                                                         ----             ----
OPERATING ACTIVITIES:
 Net income                                            $ 2,694          $ 3,038
 Adjustments to reconcile net income to net
    cash provided by operating activities:
    Provision for loan losses                              501              180
    Depreciation of premises and equipment                 567              499
    Net change in deferred loan fees and costs             174              173
    Federal Home Loan Bank stock dividends                (180)             (58)
    Amortization of acquired intangible assets             416              416
    Amortization and accretion on securities               (31)             (31)
    Gain on sale of investments available-for-sale        (696)            (305)
    Gain on sale of real estate held for development        (6)              -
    Deferred taxes                                          14              189
    Changes in:
      Interest receivable                                 (363)            (188)
      Other assets                                        (399)              87
      Interest payable                                    (102)              21
      Accounts payable and other liabilities              (848)          (1,132)
                                                         -----           ------
Net cash provided by operating activities                1,741            2,889
                                                         -----           ------
INVESTING ACTIVITIES:
  Proceeds on sales of securities available-for-sale       708              306
  Purchases of securities available-for-sale               (32)              -
  Purchases of securities held-to-maturity                  -            (5,000)
  Maturities of securities held-to-maturity                214            6,148
  Net increase in loans                                (40,960)         (31,137)
  Purchase of Federal Home Loan Bank stock              (1,380)              -
  Net purchases of premises and equipment                 (598)            (320)
  Purchase of real estate held for development            (275)              -
                                                       -------          -------
Net cash used in investing activities                 ( 42,323)         (30,003)
                                                       -------          -------
FINANCING ACTIVITIES:
  Net increase in deposits                              12,185            7,396
  Advances from Federal Home Loan Bank                  30,544           33,645
  Repayments on FHLB advances                              (46)          (5,070)
  Dividends paid                                        (1,351)          (1,433)
  Proceeds from stock options exercised                      7               -
  Common stock repurchased                                 (30)          (5,562)
                                                        ------           ------
Net cash provided by financing activities               41,309           28,976
                                                        ------           ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           727            1,862
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          14,979           11,892
                                                       -------           ------
CASH AND CASH EQUIVALENTS, END OF PERIOD               $15,706          $13,754
                                                       =======          =======



                 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 and six-month periods
         ending December 31, 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 December 31
         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:
           December 31, 2000:
               Equity securities                         $ 385       $ 612        $ (48)        $ 949
               Obligation of states and political
                  subdivisions                           1,010         -            (19)          991
                                                       -------                    -----       -------

                    Total available-for-sale           $ 1,395       $ 612        $ (67)      $ 1,940
                                                       =======       =====        =====       =======

         Securities held-to-maturity:
           December 31, 2000:
              U.S. Treasury and agencies               $41,884       $ 123       $ (497)      $41,510
              Mortgage-backed securities                 1,067           5          (20)        1,052
                                                       -------       -----       ------       -------

                   Total held-to-maturity              $42,951       $ 128       $ (517)      $42,562
                                                       =======       =====       ======       =======
</TABLE>


3.       LOANS RECEIVABLE

         Loans receivable are summarized as follows:

                                                     DECEMBER 31,      JUNE 30,
                                                         2000            2000
                                                         ----            ----

                                                        (DOLLARS IN THOUSANDS)

           Commercial                                 $ 18,670         $ 15,769
           Real estate commercial                       82,324           65,244
           Real estate construction                      8,617            8,367
           Real estate mortgage                        321,391          311,756
           Consumer and home equity                     64,553           59,744
           Indirect consumer                            20,877           15,186
                                                       -------          -------
                 Total loans                           516,432          476,066
                                                       -------          -------
           Less:
             Net deferred loan origination fees         (2,466)          (2,583)
             Allowance for loan losses                  (2,541)          (2,252)
                                                      --------         --------
                                                        (5,007)          (4,835)
                                                      --------         --------
           Loans, net                                 $511,425         $471,231
                                                      ========         ========


                                       9
<PAGE>


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

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED        SIX MONTHS ENDED
                                                   DECEMBER 31,             DECEMBER 31,
                                              --------------------     -------------------
                                               2000          1999       2000         1999
                                               ----          ----       ----         ----

                                                         (DOLLARS IN THOUSANDS)
<S>                                          <C>         <C>         <C>         <C>
            Allowance for loan losses:
              Balance, beginning of period    $ 2,311     $ 2,157     $ 2,252     $ 2,108
              Provision for loan losses           306          90         501         180
              Charge-offs                         (96)         (7)       (239)        (52)
              Recoveries                           20           1          27           5
                                              -------     -------     -------     -------

              Balance, end of period          $ 2,541     $ 2,241     $ 2,541     $ 2,241
                                              =======     =======     =======     =======
</TABLE>


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

                                                   DECEMBER 31,       JUNE 30,
                                                      2000              2000
                                                      ----              ----
                                                      (DOLLARS IN THOUSANDS)

         End of period impaired loans                $2,685            $1,562
         Amount of allowance for loan
           loss allocated                               188               117



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 secured by the Bank's stock in the FHLB and substantially
          all of the Bank's  residential  first  mortgage  loans under a blanket
          pledge  agreement.  At  December  31,  2000 First  Federal  had $110.8
          million in  advances  outstanding  from the FHLB and the  capacity  to
          increase its borrowings an additional $191 million.



                                       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:

<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED            SIX MONTHS ENDED
                                                 DECEMBER 31,                 DECEMBER 31,
                                                 ------------                 ------------
                                               2000        1999            2000          1999
                                               ----        ----            ----          ----
                                                              (IN THOUSANDS)
        <S>                                  <C>         <C>            <C>            <C>
         Net income available
            to common shareholders            $1,305      $1,465         $2,694         $3,038
                                              ======      ======         ======         ======

         Basic EPS:
            Weighted average common shares     3,755       3,923          3,755          3,999
                                               =====       =====         ======         ======

         Diluted EPS:
            Weighted average common shares     3,755       3,923          3,755          3,999
            Dilutive effect of stock options       5          17              7             19
                                               -----       -----          -----          -----
            Weighted average common and
              incremental shares               3,760       3,940          3,762          4,018
                                               =====       =====          =====          =====

         Earnings Per Share:
             Basic                             $0.35       $0.37          $0.72          $0.76
                                               =====       =====          =====          =====

             Diluted                           $0.35       $0.37          $0.72          $0.76
                                               =====       =====          =====          =====
</TABLE>


                                       11

<PAGE>


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

GENERAL

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 and six-month  periods  ending,  December 31,
2000.  This  discussion  and  analysis  should  be  read  in  conjunction   with
"Management's  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.

OVERVIEW

Net income for the quarter ended December 31, 2000 was $1.3 million or $0.35 per
share  diluted  down from $1.5  million or $0.37 per share  diluted for the same
period in 1999. The decline in earnings is a direct result of the decreasing net
interest margin. The Bank's customer deposits and borrowings are shorter in term
than the loan and investment portfolio.  During the rapidly rising interest rate
environment  of 1999  and the  first  half of  2000,  the  Bank's  cost of funds
increased much faster than its yield on interest  earning assets.  The impact of
the weakening net interest margin was partially  offset by the continued  robust
growth in lending.

Net income for the six months ended  December 31, 2000 was $2.7 million or $0.72
per share  diluted  compared to $3.0 million or $0.76 per share  diluted for the
same  period in 1999.  The Bank's  book value per common  share  increased  from
$13.73 at December 31, 1999 to $14.09 at December 31, 2000. In January 2001, the
Bank  restructured  $75 million of its Federal Home Loan Bank advances to secure
longer term financing at lower interest  rates.  The effective  interest rate on
this debt declined sharply from 6.6% to 4.93%,  resulting in anticipated  future
interest savings of approximately $313,000 per quarter, compared to the interest
costs during the six months ended December 31, 2000. Management expects that the
restructuring of $75 million of the Bank's debt,  coupled with the reductions in
the federal  discount  rate by the Federal Open Market  Committee,  will enhance
future earnings.

                                       12
<PAGE>

The Bank's total assets at December 31, 2000 grew to $603.7 million  compared to
$560.8 million at June 30, 2000. Net loans increased $40.2 million from June 30,
2000 to $511.4 million at December 31, 2000. Real estate lending remained strong
across all product lines,  particularly  commercial real estate.  The commercial
real estate portfolio  increased $17.1 million while the residential real estate
portfolio  grew $9.6  million.  This growth is a result of the Bank's  continued
emphasis on the active pursuit of lending opportunities.  The Bank's dealer loan
program  increased $5.7 million while  consumer and home equity loans  increased
$4.8  million.   While  loan  growth   remained   strong,   the   percentage  or
non-performing  loans  to  total  loans  remained  low at  0.52%,  as  the  Bank
maintained its underwriting standards and continued its emphasis on secured real
estate lending.

Funding for the growth in the loan  portfolio  was  derived  from  deposits  and
Federal Home Loan Bank  advances.  Deposits  increased  to $435.9  million as of
December 31, 2000  compared to $423.8  million at June 30,  2000.  The growth in
retail  deposits was primarily in short-term  certificate  of deposits and money
market accounts.  FHLB advances increased from $80.3 million at June 30, 2000 to
$110.8 million at December 31, 2000.

RESULTS OF OPERATIONS

NET INTEREST INCOME-For the quarter ended December 31, 2000, net interest income
was $4.1 million, down $320,000 from the $4.4 million  attained  during the 1999
quarter.  The net interest rate spread  decreased from 3.27% during 1999 quarter
to 2.53% in the  comparable  quarter of 2000.  The Bank's  net  interest  margin
decreased from 3.67% during the quarter ended December 31, 1999 to 2.94% for the
2000 period. The decrease in net interest spread and margin occurred because the
yield on interest  earning assets  increased 25 basis points while the rate paid
on  liabilities  increased 99 basis  points.  During the 2000  quarter,  average
interest-earning  assets were $557.7 million,  an increase of $76.8 million over
the same period in 1999. Total average interest  bearing  liabilities  increased
from $438.5 million during the quarter ended December 31, 1999 to $516.5 million
for the same period in 2000.

While market interest rates have increased over the past year,  short-term rates
have  increased  more than  long-term  rates during that time  period.  This has
caused  interest-bearing  liabilities,  which are generally tied to shorter-term
market indices to reprice at higher rates than interest  earning  assets,  which
are generally tied to longer-term  indexes.  Also, the Bank's  interest  bearing
liabilities have a shorter repricing frequency and are subject to repricing at a
faster pace than its interest earning assets.

Net interest income for the six months ended December 31, 2000 was $8.3 million,
down from $8.9 million  attained  during the same period of 1999. The Bank's net
interest spread  decreased 70 basis points and net interest margin  decreased 71
basis  points for the six months ended  December  31, 2000  compared to the same
period in 1999.  The  decrease in the net  interest  spread and margin  occurred
because the yield on interest earning assets increased 24 basis points while the
rate  paid  on  liabilities   increased  94  basis  points.   The  same  factors
contributing to the decline in the quarterly net interest margin and spread also
affected the results for the six-month period.


                                       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 December 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED DECEMBER 31,
                                       -------------------------------------------------------------------------------
                                                       2000                                    1999
                                                       ----                                    ----

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

ASSETS                                                           (DOLLARS IN THOUSANDS)
<S>                                   <C>         <C>            <C>         <C>          <C>           <C>
Interest earning assets:
   Equity securities                    $ 1,045       $  8        3.04%       $ 1,518        $  6        1.57%
   State and political subdivision
     Securities (1)                         969         17        6.96            965          17        6.99
   U.S. Treasury and agencies            41,891        684        6.48         41,832         675        6.40
   Mortgage-backed securities             1,163         22        7.50          1,464          24        6.50
   Loans receivable (2) (3)             503,202     10,435        8.23        428,763       8,640        7.99
   FHLB stock                             5,281         99        7.44          3,259          57        6.94
   Interest bearing deposits              4,138         42        4.03          3,077          23        2.97
                                        -------     ------        ----        -------       -----        ----
     TOTAL INTEREST EARNING ASSETS      557,689     11,307        8.04        480,878       9,442        7.79
Less:  Allowance for loan losses         (2,410)                               (2,212)
Non-interest earning assets              37,368                                37,244
                                       --------                               -------
     TOTAL ASSETS                      $592,647                              $515,910
                                       ========                              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
   Savings accounts                     $32,432      $ 324        3.96%      $ 37,720      $ 320         3.37%
   NOW and money market
     Accounts                            78,394        471        2.38         76,282        438         2.28
   Certificates of deposit and
     other time deposits                301,313      4,680        6.16        271,790      3,576         5.22
   FHLB Advances                        104,365      1,702        6.38         52,713        659         4.89
                                        -------      -----        ----        -------      -----         ----
     TOTAL INTEREST BEARING LIABILITIES 516,504      7,177        5.51        438,505      4,993         4.52

Non-interest bearing liabilities:
   Non-interest bearing deposits         18,010                                16,542
   Other liabilities                      5,369                                 6,995
                                        -------                               -------
     TOTAL LIABILITIES                  539,883                               462,042

Stockholders' equity                     52,764                                53,868
                                       --------                               -------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY            $592,647                              $515,910
                                       ========                              ========

NET INTEREST INCOME                                  $4,130                               $4,450
                                                      ======                              ======
NET INTEREST SPREAD                                                2.53%                                 3.27%
                                                                   =====                                 =====
NET INTEREST MARGIN                                                2.94%                                 3.67%
                                                                   =====                                 =====
</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>

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 six
months ended December 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED DECEMBER 31,
                                          --------------------------------------------------------------------------------
                                                           2000                                       1999
                                                           ----                                       ----

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

ASSETS                                                              (DOLLARS IN THOUSANDS)
<S>                                       <C>            <C>           <C>       <C>             <C>            <C>
Interest earning assets:
   Equity securities                        $ 1,071        $  16        2.96%     $  1,677        $  11           1.30%
   State and political subdivision
     Securities (1)                             958           34        7.04           974           34           6.92
   U.S. Treasury and agencies                41,883        1,363        6.45        41,158        1,349           6.50
   Mortgage-backed securities                 1,204           44        7.25         1,494           48           6.37
   Loans receivable (2) (3)                 492,961       20,412        8.21       420,449       16,930           7.99
   FHLB stock                                 4,855          180        7.35         3,239          116           7.10
   Interest bearing deposits                  4,310           82        3.77         3,945           65           3.27
                                           --------       ------        ----       -------       ------           ----
     TOTAL INTEREST EARNING ASSETS          547,242       22,131        8.02       472,936       18,553           7.78
Less:  Allowance for loan losses             (2,353)                                (2,173)
Non-interest earning assets                  37,249                                 36,348
                                           --------                               --------
     TOTAL ASSETS                          $582,138                               $507,111
                                           ========                               ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
   Savings accounts                         $33,897        $ 591        3.46%     $ 36,207       $ 525            2.88%
   NOW and money market
     Accounts                                78,398          969        2.45        78,386         867            2.19
   Certificates of deposit and
     other time deposits                    297,827        9,113        6.07       270,177       7,182            5.27
   FHLB Advances                             96,040        3,107        6.33        43,345       1,051            4.75
                                             ------       ------        ----       -------       -----            ----
     TOTAL INTEREST BEARING LIABILITIES     506,162       13,780        5.40       428,115       9,625            4.46

Non-interest bearing liabilities:
   Non-interest bearing deposits             17,820                                 16,861
   Other liabilities                          5,696                                  6,760
                                             ------                                -------
     TOTAL LIABILITIES                      529,678                                451,736

Stockholders' equity                         52,460                                 55,375
                                            -------                               --------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                $582,138                               $507,111
                                           ========                               ========

NET INTEREST INCOME                                       $8,351                                 $8,927
                                                          ======                                 ======
NET INTEREST SPREAD                                                      2.62%                                    3.32%
                                                                         =====                                    =====
NET INTEREST MARGIN                                                      3.03%                                    3.74%
                                                                         =====                                    =====

</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.

                                       15

<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.
<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                    DECEMBER 31,                       DECEMBER 31,
                                                   2000 VS. 1999                      2000 VS. 1999
                                                  ---------------                     -------------
                                                INCREASE (DECREASE)                INCREASE (DECREASE)
                                                  DUE TO CHANGE IN                   DUE TO CHANGE IN
      (DOLLARS IN THOUSANDS)
                                                                   NET                                 NET
                                             RATE     VOLUME     CHANGE         RATE      VOLUME     CHANGE
                                             ----     ------     ------         ----      ------     ------
     <S>                                    <C>      <C>         <C>           <C>      <C>         <C>
      INTEREST INCOME:
        Loans                                $227     $1,568      $1,795        $411     $$3,072     $3,483
        Equity securities                       1          1           2           4           1          5
        State and political subdivision
          securities                            0          0           0           0           0          0
        U.S. Treasury and agencies              4          5           9         (51)         64         13
        Mortgage-backed securities             (4)         2          (2)        (10)          6         (4)
        FHLB stock                              4         38          42           4          60          64
        Interest bearing deposits               6         13          19           6          11          17
                                             ----      -----       -----        ----       -----       -----
        TOTAL INTEREST EARNING ASSETS         238      1,627       1,865         364       3,214       3,578
                                             ----      -----       -----        ----       -----       -----

      INTEREST EXPENSE:
         Savings accounts                       4          0           4          41          25          66
         NOW and money market accounts         12         21          33          51          51         102
         Certificates of deposit and other
            time deposits                     407        698       1,105         697       1,233       1,930
         FHLB advances                        168        875       1,043         299       1,757       2,056
                                              ---      -----       -----         ---       -----       -----
         TOTAL INTEREST BEARING LIABILITIES   591      1,594       2,185       1,088       3,066       4,154
                                              ---      -----       -----       -----       -----       -----
          NET CHANGE IN NET INTEREST INCOME $(353)     $  33      $ (320)     $ (724)     $  148      $ (576)
                                             ====      ======     ======       ======     ======      ======
</TABLE>

NON-INTEREST  INCOME-Non-interest  income was $1.5 million for the quarter ended
December 31, 2000, as compared to $1.0 million for the 1999 period,  an increase
of $463,000.  Gains on  investment  sales were  $351,000  during the 2000 period
compared to $152,000 for the 1999 quarter, and increase of $199,000.  Fee income
from secondary market lending operations  increased by $20,000 or 21% during the
2000 period compared to 1999.  Customer service fees charged on deposit accounts
increased  by $129,000 or 26% 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 income was $2.8 million for the six months ended December 31, 2000,
as compared to $2.0 million for the same period last year.  Gains on  investment
sales were  $696,000  during the 2000 period  compared to $305,000  for the 1999
period,  an increase  of  $391,000.  Customer  service  fees  charged on deposit
accounts  increased by $257,000 or 27% during the 2000 period.  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.

                                       16
<PAGE>


NON-INTEREST  EXPENSE- Total non-interest  expense was $3.3 million for the 2000
quarter  compared to $3.2  million for the 1999  quarter.  Non-interest  expense
increased  from $6.2 million for the six months ended  December 31, 1999 to $6.6
million for the comparable  period in 2000. The increases for both the three and
six  months  ended  December  31,  2000  were  primarily  attributable  to costs
associated with salaries, employee benefits and occupancy and equipment.

Compensation  and  employee  benefit  expenses  increased  $125,000 for the 2000
quarter  compared to the 1999  quarter,  and  $336,000  for the six months ended
December  31,  2000  compared  to  December  31,  1999.  The  increase  includes
inflationary  salary  adjustments  and reflects  growth in the overall  staffing
level from 168  full-time  equivalent  employees  at  December  31,  1999 to 198
full-time  equivalent  employees at December 31, 2000.  Additional  staffing was
required to achieve a new strategic plan adopted by the Bank in 1999 through the
development  of a bank-wide  service and sales  culture.  The culture's  success
relies on expanding account  relationships and required increasing the number of
associates  in  banking  centers,  relationship  bankers,  business  development
officers,  stockbrokers,  and loan officers.  A Senior Vice President and Retail
Banking  Officer was also hired to implement  management's  strategic  plan. 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.  Increased  staffing  also  resulted  from  the  re-opening  of  a
Bardstown, Kentucky office and a new Customer Service Center.

Occupancy  and  equipment  expense  increased  for both the three and six months
ended  December 31,  2000.  The  increase is largely  attributable  to the costs
associated with the Bank's new Customer Service Center, which became operational
in July 2000 and the second Bardstown,  Kentucky banking center, which opened in
early 2000.

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  December  31,  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.

The provision  for loan losses was $306,000 for the three months ended  December
31, 2000 compared to $90,000 for the 1999 quarter. The provision for loan losses
also increased for the six months ended  December 31, 2000 to $501,000  compared
to $180,000 for the 1999 period. The increase in the provision is a result of an
increase  in  charge-offs  and  non-performing  loans  for  the  period  and  to
compensate  for the Bank's  continued  strong loan  growth in indirect  consumer
loans. Net loan charge-offs  increased  $165,000 to and commercial loans secured
by real estate.  $212,000 for the six months ended December 31, 2000 compared to
$47,000 for the same period in 1999.  The increase in  charge-offs  is primarily
related to charge-offs of indirect consumer loans during the 2000 period.

                                       17

<PAGE>


The  following  table sets forth an analysis of the Bank's loan loss  experience
for the three and six months ended December 31, 2000 and 1999.

<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                            DECEMBER 31,            DECEMBER 31,
                                          2000        1999        2000        1999
                                          ----        ----        ----        ----
                                                   (DOLLARS IN THOUSANDS)
     <S>                               <C>          <C>         <C>         <C>
      Balance-beginning of period       $2,311       $2,157      $2,252      $2,108
                                        ------       ------      ------      ------
      Loans charged-off:
         Real estate mortgage                0            0          (2)        (36)
         Consumer                          (96)          (7)       (237)        (16)
         Commercial                          0            0           0           0
                                        ------       ------      ------      ------
      Total charge-offs                    (96)          (7)       (239)        (52)
                                        ------       ------      ------      ------
      Recoveries:
         Real estate mortgage                0            0           0           0
         Consumer                           20            1          27           5
         Commercial                          0            0           0           0
                                        ------       ------      ------      ------
      Total recoveries                      20            1          27           5
                                        ------       ------      ------      ------

      Net loans charged-off                (76)          (6)       (212)        (47)
                                        ------       ------      ------      ------

      Provision for loan losses            306           90         501         180
                                        ------       ------      ------      ------

      Balance-end of period             $2,541       $2,241      $2,541      $2,241
                                        ------       ------      ------      ------

       Net charge-offs to average
          loans outstanding                                        .043%       .011%
       Allowance for loan losses to
          total non-performing loans                                185%        171%
       Allowance for loan losses to
          to net loans outstanding                                  .48%        .50%

</TABLE>

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.  Management  does not consider the overall  increase in  non-performing
assets during the period to be material or  indicative of any adverse  change in
overall asset quality.  The Bank anticipates that the increase in non-performing
real estate loans will continue due to the growth of the Bank's loan portfolio.

                                       18
<PAGE>


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


                                               DECEMBER 31,         JUNE 30,
                                                   2000               2000
                                               ------------         --------
                                                   (DOLLARS IN THOUSANDS)

             Loans on non-accrual status (1)(2)    $2,685            $1,562

             Real estate acquired
                through foreclosure                    17               -

             Repossessed assets                        74               -

                     Total non-performing
                     assets                        $2,776            $1,562
                                                   ======            ======

             Ratios:  Non-performing loans
                            to total loans            .52%              .33%
                          Non-performing assets
                            to total assets           .46%              .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 approximately $220,000
     for the six month period ending December 31, and $126,000
     for the year ending June 30.

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 December  31, 2000,  the Bank's
liquid assets were 5.63% 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.

The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $2.3 million at December 31, 2000) with  customer  deposits and  additional
advances  from the FHLB. At December 31, 2000,  the Bank had an unused  approved
line of credit in the  amount of $32.1  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.  The Bank continues to exceed the regulatory requirements for Tier
I, Tier I leverage and total risk-based capital.  The Bank expects to maintain a
capital  position that meets or exceeds the "well  capitalized"  requirements as
defined by the FDIC. The Bank's actual and required  capital  amounts and ratios
at December 31, 2000 are presented below:

<TABLE>
<CAPTION>
                                                                                            TO BE CONSIDERED
                                                                                            WELL CAPITALIZED
                                                                                              UNDER PROMPT
                                                                        FOR CAPITAL            CORRECTION
                                                 ACTUAL              ADEQUACY PURPOSES      ACTION PROVISIONS
                                            -----------------------------------------------------------------
     AS OF DECEMBER 31, 2000:               AMOUNT     RATIO      AMOUNT       RATIO      AMOUNT        RATIO
                                            ------     -----      ------       -----      ------        -----
      <S>                                 <C>         <C>       <C>           <C>       <C>           <C>
       Total risk-based capital (to risk-
         weighted assets)                  $44,428     10.13%    $33,449       8.0%      $41,812       10.0%
       Tier I capital (to risk-weighted
         assets)                            41,889      9.55      16,725       4.0        25,087        6.0
       Tier I leverage capital (to
         average  assets)                   41,889      7.07      22,871       4.0        28,588        5.0
</TABLE>

                                       19
<PAGE>

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.






                                       20
<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY

PART II - OTHER INFORMATION

      Item 1.          Legal Proceedings

               Although  the Bank is,  from time to time,  involved  in  various
          legal  proceedings  in the  normal  course of  business,  there are no
          material pending legal proceedings to which the Corporation, the Bank,
          or its  subsidiaries  is a party, or to which any of their property is
          subject.

      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

               The Corporation's 2000 Annual Meeting of Shareholders was held on
          November 8, 2000.  At the  meeting,  the  directors  listed below were
          elected as  directors  of the  Corporation  for terms  expiring at the
          annual meeting in the year set forth to each of their names.

                           NAME                  TERM EXPIRES
                           ----                  ------------
                      B. Keith Johnson               2003
                      Diane E. Logsdon               2003
                      John L. Newcomb, Jr.           2003

               In addition,  the  following  directors  will  continue in office
          until the annual  meeting of the year set forth  beside  each of their
          names.

                           NAME                 TERM EXPIRES
                           ----                 ------------
                      Robert M. Brown                2001
                      Wreno M. Hall                  2002
                      Walter D. Huddleston           2002
                      J. Stephen Mouser              2002
                      Burlyn Pike                    2001
                      J. Alton Rider                 2001
                      Michael L. Thomas              2002





                                       21
<PAGE>


       The voting results for the matters brought before the 2000 Annual Meeting
       are as follows:

1.     Election of Directors. Cumulative voting applied in the election of
       directors.

                NAME             VOTES FOR       ABSTENTIONS    BROKER NONVOTES

       B. Keith Johnson        2,577,086.827          0               0
       Diane E. Logsdon        2,559,441.827          0               0
       John L. Newcomb, Jr.    2,563,586.827          0               0



       Item 5.      Other Information
                    Not Applicable

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


                                       22

<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:  February 12, 2001              BY: (S) B. KEITH JOHNSON
                                          ----------------------
                                          B. Keith Johnson
                                          President and Chief Executive Officer


DATE:  February 12, 2001              BY: (S) CHARLES E. CHANEY
                                          ----------------------
                                          Charles E. Chaney
                                          Senior Vice President
                                          Chief Operating Officer




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