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 SEPTEMBER 30, 2001

                                       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
  of incorporation or organization)                       Identification No.)


                                 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, 2001
           -----------                 --------------------------------------

           Common Stock                             3,758,491 shares



                     This document is comprised of 22 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                                                           19-20

 PART II - OTHER INFORMATION                                              21

 SIGNATURES                                                               22






                                       2

<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                     (UNAUDITED)
                                                     SEPTEMBER 30,   JUNE 30,
                            ASSETS                      2001          2001
                                                        ----          ----
                                                       (DOLLARS IN THOUSANDS)

Cash and due from banks                               $ 12,699      $ 14,927
Interest bearing deposits                               28,230        20,537
                                                        ------      ------
           Total cash and cash equivalents              40,929        35,464
Securities available-for-sale                            1,971         2,013
Securities held-to-maturity: fair value of $8,989
   (Sep.) and $20,954 (June) 2001                        8,881       20,921
Loans receivable, less allowance for loan losses
   of $2,975 (Sep.) and $2,906 (June) 2001             525,504       517,145
Federal Home Loan Bank stock                             5,948         5,845
Premises and equipment                                  11,580        11,454
Real estate owned:
  Acquired through foreclosure                             160           296
  Held for development                                     721           721
Repossessed assets                                          74           70
Acquisition intangibles                                  9,007         9,215
Accrued interest receivable                              1,783         2,025
Other assets                                               655         1,557
                                                      --------  ---    -----

          TOTAL ASSETS                                $607,213      $606,726
                                                      ========      ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                               $ 25,029      $ 21,208
   Interest bearing                                    443,317       447,617
                                                       -------       -------
             Total Deposits                            468,346       468,825
Advances from Federal Home Loan Bank                    77,261        77,298
Accrued interest payable                                   900         1,970
Accounts payable and other liabilities                   3,731         2,476
Deferred income taxes                                    1,335         1,565
                                                       -------       -------

        TOTAL LIABILITIES                              551,573       552,134
                                                       -------       -------

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, 3,758,491 shares in June and
      3,758,491 shares in September                     3,758          3,758
 Additional paid-in capital                                21             21
 Retained earnings                                     51,481         50,405
 Accumulated other comprehensive
    income, net of tax                                    380            408
                                                       ------         ------

        TOTAL STOCKHOLDERS' EQUITY                     55,640         54,592
                                                       ------         ------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $607,213       $606,726
                                                     ========       ========

                 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,
                                                       2001               2000
                                                       ----               ----
 INTEREST INCOME:
   Interest and fees on loans                         $10,873            $ 9,977
   Interest and dividends on investments
     and deposits                                         613                841
                                                       -------            ------
          Total interest income                        11,486             10,818
                                                       ------             ------
INTEREST EXPENSE:
   Deposits                                             5,222              5,198
   Federal Home Loan Bank advances                        944              1,405
                                                        ------             -----
          Total interest expense                        6,166              6,603
                                                        -----              -----
Net interest income                                     5,320              4,215
Provision for loan losses                                 300                195
                                                        -----              -----

Net interest income after provision for loan losses     5,020              4,020
                                                        -----              -----

NON-INTEREST INCOME:
   Customer service fees on deposit accounts              702                578
   Secondary mortgage market closing fees                 161                111
   Gain on sale of investments                             -                 345
   Brokerage and insurance commissions                    150                126
   Other income                                           221                153
                                                        -----              -----
         Total non-interest income                      1,234              1,313
                                                        -----              -----
NON-INTEREST EXPENSE:
   Employee compensation and benefits                   1,744              1,499
   Office occupancy expense and equipment                 379                367
   FDIC insurance premium                                  22                 22
   Marketing and advertising                              132                125
   Outside services and data processing                   382                322
   State franchise tax                                    107                103
   Amortization of acquisition intangibles                208                208
   Other expense                                          649                610
                                                        -----                ---

         Total non-interest expense                     3,623              3,256
                                                        -----              -----

Income before income taxes                              2,631              2,077
Income taxes                                              879                688
                                                        -----             ------
NET INCOME                                             $1,752             $1,389
                                                       ======             ======
Earnings per share:
         Basic                                         $ 0.47             $ 0.37
         Diluted                                       $ 0.47             $ 0.37

                 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,
                                                        2001              2000
                                                        ----              ----

NET INCOME                                             $1,752            $1,389
Other comprehensive income (loss), net of tax:
     Change in unrealized gain (loss)
        on securities                                     (28)              205
     Reclassification of realized amount                   -               (228)
                                                       ------            ------
     Net unrealized (loss) recognized in
        Comprehensive income                              (28)              (23)
                                                       ------            ------

COMPREHENSIVE INCOME                                   $1,724            $1,366
                                                       ======            ======








                 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, 2001            3,758      $ 3,758        $  21        $50,405         $   408         $54,592
Net income                          -            -              -          1,752              -            1,752
Net change in unrealized
  gains (losses) on
  securities available-
  for-sale, net of tax              -           -               -            -              (28)             (28)
Cash dividends declared
   ($.18 per share)                 -           -               -           (676)             -             (676)
                                   -----     -------         -----       -------          ------         -------
BALANCE, SEPTEMBER 30, 2001        3,758     $ 3,758         $  21       $51,481          $  380         $55,640
                                   =====     =======         =====       =======          ======         =======
</TABLE>













                 See notes to consolidated financial statements.

                                       6

<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                                          THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                         2001             2000
                                                         ----             ----
OPERATING ACTIVITIES:
 Net income                                            $ 1,752          $ 1,389
 Adjustments to reconcile net income to net
    cash provided by operating activities:
    Provision for loan losses                              300              195
    Depreciation of premises and equipment                 290              279
    Net change in deferred loan fees and costs             108               97
    Federal Home Loan Bank stock dividends                (103)             (82)
    Amortization of acquired intangible assets             208              208
    Amortization and accretion on securities               (18)             (15)
    Gain on sale of investments available-for-sale          -              (345)
    Gain on sale of real estate held for development        (3)              (3)
    Deferred taxes                                        (216)              (3)
    Changes in:
      Interest receivable                                  242              345
      Other assets                                         902             (749)
      Interest payable                                  (1,070)             (98)
      Accounts payable and other liabilities             1,258              710
                                                         -----             ----

Net cash from operating activities                       3,650            1,928
                                                         -----            -----

INVESTING ACTIVITIES:
  Sales of securities available-for-sale                    -               351
  Purchases of securities available-for-sale                -               (31)
  Maturities of securities held-to-maturity             12,058               34
  Net increase in loans                                 (8,635)         (19,512)
  Purchase of Federal Home Loan Bank stock                  -              (686)
  Net purchases of premises and equipment                 (416)            (530)
                                                         -----          -------

Net cash from investing activities                       3,007          (20,374)
                                                         -----          -------

FINANCING ACTIVITIES:
  Net decrease in deposits                                (479)           5,851
  Advances from Federal Home Loan Bank                      -            14,825
  Repayments to Federal Home Loan Bank                     (37)             (22)
  Dividends paid                                          (676)            (676)
  Proceeds from stock options exercised                     -                 6
  Common stock repurchased                                  -               (30)
                                                        ------           ------

Net cash from financing activities                      (1,192)          19,954
                                                        ------           ------

INCREASE  IN CASH AND CASH EQUIVALENTS                   5,465            1,508
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          35,464           14,979
                                                       -------           ------
CASH AND CASH EQUIVALENTS, END OF PERIOD               $40,929          $16,487
                                                       =======          =======



                 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 Corporation of Elizabethtown and First Heartland Mortgage
         Company.  All significant  intercompany  transactions and balances have
         been eliminated.

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America 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  accounting  principles  generally  accepted in the United
         States of America 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, 2001
         are not necessarily  indicative of the results that may be expected for
         the year ended June 30,  2002.  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,
         2001.

         NEW  ACCOUNTING  PRONOUNCEMENTS  - The Financial  Accounting  Standards
         Board  issued  SFAS No. 141  "Business  Combinations"  and SFAS No. 142
         "Goodwill  and  Other  Intangibles"  in  June  2001.  As a  result  and
         effective immediately, the purchase method is the only allowable method
         for accounting for prospective business combinations. Effective July 1,
         2002 for the  Corporation,  acquisition  intangibles  must be separated
         into goodwill and identifiable  intangibles.  Identifiable  intangibles
         will  continue to be  amortized  while  amortization  of goodwill  will
         cease.  Annual  impairment  testing will be required for goodwill  with
         impairment  charges to be recorded if the carrying  amount is in excess
         of  its  fair  value.  The  Corporation's  acquisition  intangibles  as
         currently reported include both core deposit and goodwill,  the amounts
         of which and  therefore the financial  statement  impact,  have not yet
         been determined.

         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 are as follows:
<TABLE>
<CAPTION>

                                                         GROSS       GROSS
                                           AMORTIZED   UNREALIZED  UNREALIZED
                                             COST        GAINS       LOSSES     FAIR VALUE
                                           ---------   ----------  ----------   ----------
                                                       (DOLLARS IN THOUSANDS)
 Securities available-for-sale:
   SEPTEMBER 30, 2001:
<S>                                         <C>         <C>         <C>        <C>
      Equity securities                     $   385      $  570      $  (18)    $   937
      Obligation of states and political
         subdivisions                         1,010          24          -        1,034
                                             ------      ------      ------      ------
          Total available-for-sale          $ 1,395      $  594      $  (18)    $ 1,971
                                             ======      ======      ======      ======

 Securities held-to-maturity:
   SEPTEMBER 30, 2001:
      U.S. Treasury and agencies             $ 7,932      $ 128      $   -      $ 8,060
      Mortgage-backed securities                 949          4         (24)        929
                                             -------      -----      ------     -------
           Total held-to-maturity            $ 8,881      $ 132      $  (24)    $ 8,989
                                             =======      =====      ======     =======
</TABLE>

<TABLE>
<CAPTION>

                                                         GROSS       GROSS
                                            AMORTIZED  UNREALIZED  UNREALIZED
                                              COST       GAINS       LOSSES     FAIR VALUE
                                            ---------  ----------  ----------   ----------
                                                       (DOLLARS IN THOUSANDS)
  Securities available-for-sale:
    JUNE 30, 2001:
<S>                                         <C>          <C>        <C>        <C>
       Equity securities                     $   385      $ 617      $   (5)    $   997
       Obligation of states and political
          subdivisions                         1,010          6           -       1,016
                                             -------      -----      ------     -------

           Total available-for-sale          $ 1,395      $ 623      $   (5)    $ 2,013
                                             =======      =====      ======     =======

  Securities held-to-maturity:
    JUNE 30, 2001:
       U.S. Treasury and agencies            $19,917      $ 150      $ (104)    $19,963
       Mortgage-backed securities              1,004          4         (17)        991
                                             -------      -----      ------     -------

            Total held-to-maturity           $20,921      $ 154      $ (121)    $20,954
                                             =======      =====      ======     =======

</TABLE>


                                9


<PAGE>



3.       LOANS RECEIVABLE

         Loans receivable are summarized as follows:

                                                SEPTEMBER 30,         JUNE 30,
                                                     2001               2001
                                                     ----               ----

                                                     (DOLLARS IN THOUSANDS)

        Commercial                                $ 16,273           $ 17,844
        Real estate commercial                     100,403             88,938
        Real estate construction                     7,378              9,079
        Real estate mortgage                       332,558            330,488
        Consumer and home equity                    52,023             54,189
        Indirect consumer                           22,053             21,822
                                                   -------            -------
              Total loans                          530,688            522,360
                                                   -------            -------
        Less:
          Net deferred loan origination fees        (2,209)            (2,309)
          Allowance for loan losses                 (2,975)            (2,906)
                                                  --------           --------
                                                    (5,184)            (5,215)
                                                  --------           --------
        Loans, net                                $525,504           $517,145
                                                  ========           ========


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

                                               THREE MONTHS ENDED
                                                  SEPTEMBER 30,
                                             ------------------------
                                             2001               2000
                                             ----               ----

                                                (DOLLARS IN THOUSANDS)
    Allowance for loan losses:
      Balance, beginning of period         $ 2,906             $ 2,252
      Provision for loan losses                300                 195
      Charge-offs                             (252)               (143)
      Recoveries                                21                   7
                                           -------             -------
      Balance, end of period               $ 2,975             $ 2,311
                                           =======             =======


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

                                           SEPTEMBER 30,        JUNE 30,
                                                2001              2001
                                                ----              ----

                                                (DOLLARS IN THOUSANDS)

End of period impaired loans                  $3,024             $2,720
Amount of allowance for loan
  loss allocated                                 400                268




                                       10

<PAGE>




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
         substantially  all of the Bank's first mortgage loans. At September 30,
         2001 First Federal had $77.3 million in advances  outstanding  from the
         FHLB and the capacity to increase its  borrowings an  additional  $39.2
         million.


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,
                                            2001                 2000
                                            ----                 ----
                                                 (IN THOUSANDS)
   Net income available
      to common shareholders               $1,752               $1,389
                                           ======               ======

   Basic EPS:
      Weighted average common shares        3,758                3,756
                                            =====                =====
   Diluted EPS:
      Weighted average common shares        3,758                3,756
      Dilutive effect of stock options          7                    9
                                            -----                ------
      Weighted average common and
        incremental shares                  3,765                3,765
                                            =====                =====

   Earnings Per Share:
       Basic                                $0.47                $0.37
                                            =====                =====

       Diluted                              $0.47                $0.37
                                            =====               =====



                                       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 the Bank is the Office of Thrift Supervision (OTS).

The following  discussion  and analysis  covers any  significant  changes in the
financial  condition since June 30, 2001 and any material changes in the results
of operations  for the  three-month  period  ending,  September  30, 2001.  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 2001 Annual Report to Shareholders.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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,  the Corporation may
make  forward-looking  statements  in future  filings  with the  Securities  and
Exchange  Commission,  in press  releases,  and in oral and written  statements.
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 Corporation
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  September  30, 2001 was $1.8 million or $0.47
per share  diluted  compared to $1.4 million or $0.37 per share  diluted for the
same period in 2000.  Excluding  gains from investment  transactions  during the
2000 quarter,  earnings would have been $1.2 million or $0.31 per share diluted.
The Bank's  increased  earnings were  primarily due to increases in net interest
income and loan and deposit fee income.

In January 2001, the Bank restructured $75 million of its Federal Home Loan Bank
advances to secure longer term  financing at lower  interest  rates.  Management
expects  that the  restructuring  of advances  coupled  with Federal Open Market
Committee's  interest rate reductions will continue to have a positive impact on
future earnings. The Bank's book value per common share increased from $13.94 at
September  30, 2000 to $14.80 at  September  30,  2001.  Net income for the 2001
period  generated return on average assets of 1.15% and return on average equity
of 12.68%.  These  compare  with return on average  assets of .97% and return on
average equity of 10.66% for the 2000 period.

                                       12

<PAGE>

The Bank's total assets at September 30, 2001 grew to $607.2 million compared to
$606.7 million at June 30, 2001. Net loans  increased $8.4 million from June 30,
2001 to $525.5  million at  September  30,  2001.  The  commercial  real  estate
portfolio  increased $11.5 million while the residential  real estate  portfolio
grew $2.1 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  $231,000 while consumer and home equity loans decreased $2.2 million.
While loan growth remained  strong,  the percentage of  non-performing  loans to
total loans  remained  low at .57%,  as the Bank  maintained  it's  underwriting
standards and continued its emphasis on secured real estate lending.

RESULTS OF OPERATIONS

NET INTEREST  INCOME-For  the quarter  ended  September  30, 2001,  net interest
income was $5.3 million,  up $1.1 million from the $4.2 million  attained during
the 2000 period.  The net interest rate spread  increased  from 2.75% during the
2000 quarter to 3.30% in the comparable quarter of 2001. The Bank's net interest
margin increased from 3.15% during the quarter ended September 30, 2000 to 3.71%
for the 2001 period.  The increase in net  interest  spread and margin  occurred
because the yield on interest  earning  assets  decreased  only 7 basis  points,
while the rate paid on  liabilities  decreased 62 basis points.  During the 2001
period,  average  interest-earning  assets were $574.6  million,  an increase of
$37.9  million  over the same period in 2000.  Total  average  interest  bearing
liabilities increased from $496.1 million during the quarter ended September 30,
2000 to $524.5 million for the same period in 2001.













                                       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, 2001 and 2000.
<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED SEPTEMBER 30,
                                          --------------------------------------------------------------------------------
                                                          2001                                       2000
                                                          ----                                       ----

                                           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                     $    982      $     7        2.85%      $  1,098        $    8          2.91%
   State and political subdivision
     Securities (1)                         1,021           17        6.66            947            17          7.18
   U.S. Treasury and agencies              14,449          265        7.34         41,876           678          6.48
   Mortgage-backed securities                 953           17        7.14          1,251            22          7.03
   Loans receivable (2) (3)               526,166       10,873        8.27        482,627         9,977          8.27
   FHLB stock                               5,871          103        7.02          4,427            82          7.41
   Interest bearing deposits               25,198          210        3.33          4,523            40          3.54
                                          -------       ------       -----        -------        ------          ----
     TOTAL INTEREST EARNING ASSETS        574,640       11,492        8.00        536,749        10,824          8.07
Less:  Allowance for loan losses           (2,976)      ------       -----         (2,285)       ------          ----
Non-interest earning assets                36,937                                  37,305
                                         --------                                --------
     TOTAL ASSETS                        $608,601                                $571,769
                                         ========                                ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
   Savings accounts                       $36,384        $ 210        2.31%      $ 35,199         $267          3.03%
   NOW and money market
     Accounts                              87,461          466        2.13         78,480          499          2.54
   Certificates of deposit and
     other time deposits                  322,550        4,546        5.64        294,904        4,432          6.01
   FHLB Advances                           78,056          944        4.84         87,490        1,405          6.42
                                          -------        -----        ----        -------        -----          ----
     TOTAL INTEREST BEARING LIABILITIES   524,451        6,166        4.70        496,073        6,603          5.32
                                                         -----        ----                       -----          ----
Non-interest bearing liabilities:
   Non-interest bearing deposits           21,991                                  17,569
   Other liabilities                        6,899                                   5,999
                                          -------                                 -------
     TOTAL LIABILITIES                    553,341                                 519,641

Stockholders' equity                       55,260                                  52,128
                                          -------                                 -------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY              $608,601                                $571,769
                                         ========                                ========
NET INTEREST INCOME                                     $5,326                                  $4,221
                                                        ======                                  ======
NET INTEREST SPREAD                                                   3.30%                                     2.75%
                                                                      =====                                     =====
NET INTEREST MARGIN                                                   3.71%                                     3.15%
                                                                      =====                                     =====
</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,
                                                        2001 VS. 2000
                                                     INCREASE (DECREASE)
                                                      DUE TO CHANGE IN

                                                   (DOLLARS IN THOUSANDS)

                                                                          NET
                                                RATE        VOLUME      CHANGE
      INTEREST INCOME:                          ----        ------      ------
        Loans                                  $ (4)         $900         $896
        Equity securities                         -            (1)          (1)
        State and political subdivision
          securities                             (1)            1            -
        U.S. Treasury and agencies               80          (493)        (413)
        Mortgage-backed securities                -            (5)          (5)
        FHLB stock                               (5)           26           21
        Interest bearing deposits                (3)          173          170
                                                ---           ---          ---
        NET CHANGE IN INTEREST INCOME            67           601          668
                                                ---           ---          ---
      INTEREST EXPENSE:
         Savings accounts                       (66)            9          (57)
         NOW and money market accounts          (86)           53          (33)
         Certificates of deposit and other
            time deposits                      (286)          400          114
         FHLB advances                         (321)         (140)        (461)
                                              -----          ----         ----
         NET CHANGE IN INTEREST EXPENSE        (759)          322         (437)
                                              -----          ----         ----

         INCREASE IN NET INTEREST INCOME       $827          $278      $ 1,105
                                               ====          ====      =======

NON-INTEREST  INCOME-Non-interest  income was $1.2 million for the quarter ended
September 30, 2001, as compared to $1.3 million for the 2000 period,  a decrease
of $79,000.  During the September 2001 quarter the Bank did not report any gains
from  investment  sales  compared  to reported  gains of  $345,000  for the 2000
period. Fee income from secondary market lending operations increased by $50,000
or 45% during 2001  compared to 2000.  Customer  service fees charged on deposit
accounts  increased  by $124,000 or 21% during the 2001 quarter due to growth in
accounts, deposit relationships with existing customers and the Bank's continued
efforts to expand its product  line.  Other  sources of income such as brokerage
commissions,  loan fees,  and other  customer  transaction  fees also  increased
$92,000 or 33% during the 2001 period as compared to the 2000 period.

NON-INTEREST EXPENSE- Non-interest expense was $3.6 million for the 2001 quarter
compared to $3.3 million for the 2000  quarter,  an increase of $367,000 or 11%.
Compensation  and  employee  benefits,  the largest  component  of  non-interest
expense,  increased  by $245,000 or 16% in 2001  compared to 2000.  The increase
reflects growth in the overall  staffing level from 192 at September 30, 2000 to
216 at  September  30,  2001.  The Bank's  continued  emphasis on  building  its
commercial and retail staff was the largest contributing factor.

Beyond  compensation and benefits,  data processing  expense increased due to an
increase in  processor  charges  relating to an increase in the number of users,
training expenses and the  implementation  of cash management,  internet banking
and  imaging.  Other  expenses  increased  by $39,000 in 2001  compared  to 2000
including postage, supplies and customer account expenses.

                                       15

<PAGE>


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, historical charge-offs,  recoveries,  and other information.  Management
monitors  the  commercial  real  estate  portfolio  closely,   recognizing  that
commercial  loans  carry a greater  risk of loss than  residential  real  estate
loans, and believes it has, based on information presently available, adequately
provided for loan losses at September 30, 2001.  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  following  table sets forth an analysis of the Bank's loan loss  experience
for the three months ended September 30, 2001 and 2000.

                                               THREE MONTHS ENDED
                                                  SEPTEMBER 30,
                                               2001          2000
                                               ----          ----
                                             (DOLLARS IN THOUSANDS)

      Balance-beginning of period             $2,906        $2,252
                                              ------        ------
      Loans charged-off:
         Real estate mortgage                      0            (2)
         Consumer                               (104)         (141)
         Commercial                             (148)            0
                                                -----         ----
      Total charge-offs                         (252)         (143)
                                                ----          ----
      Recoveries:
         Real estate mortgage                      1             0
         Consumer                                 20             7
         Commercial                                0             0
                                                ----          ----
      Total recoveries                            21             7
                                                ----          ----

      Net loans charged-off                     (231)         (136)
                                                ----          ----
      Provision for loan losses                  300           195
                                                ----           ---

      Balance-end of period                   $2,975        $2,311
                                              ------        ------

       Net charge-offs to average
          loans  outstanding                    .044%         .028%
       Allowance for loan losses to
          total non-performing loans              98%          122%
       Allowance for loan losses to
          to net loans outstanding               .57%          .47%



The provision for loan losses was $300,000 for the three months ended  September
30,  2001  compared  to  $195,000  for the 2000  quarter.  The  increase  in the
provision is primarily to  compensate  for the Bank's  strong loan growth in the
commercial loan portfolio.  Net loan charge-offs  increased  $95,000 to $231,000
for the three months ended  September 30, 2001 compared to $136,000 for the same
period  in 2000.  The  increase  in  charge-offs  is  primarily  related  to the
charge-off of a commercial real estate loan during the 2001 period.

                                       16

<PAGE>


Federal regulations require insured institutions to classify their own assets on
a regular  basis.  In  addition,  in  connection  with  examinations  of insured
institutions,  OTS examiners have  authority to identify  problem assets and, if
appropriate, classify them. The regulations provide for three classifications of
asset categories -- substandard, doubtful and loss. The regulations also contain
a special mention  category,  defined as assets which do not currently expose an
insured institution to a sufficient degree of risk to warrant classification but
do possess credit deficiencies or potential  weaknesses  deserving  management's
close  attention.  Assets  classified  as  substandard  or doubtful  require the
institution  to establish  general  allowances  for loan losses.  If an asset or
portion  thereof is  classified  as loss,  the insured  institution  must either
establish  specified  allowances  for loan  losses in the  amount of 100% of the
portion of the asset  classified  loss, or charge off such amount.  At September
30, 2001, on the basis of management's review of the Bank's loan portfolio,  the
Bank had $3.0  million  of assets  classified  substandard,  $122,000  of assets
classified as doubtful and $166,000 of assets classified as loss.

Each element of the  allowance was  determined  by applying the  following  risk
percentages to each grade of loan:  Substandard-2.5% to 25%; Doubtful-5% to 50%;
Loss-100%;  and Special  Mention-2% to 6%. The risk percentages are developed by
the Bank in consultation  with regulatory  authorities,  actual loss experience,
peer group loss experience and are adjusted for current economic conditions. The
risk percentages are considered a prudent  measurement of the risk of the Bank's
loan portfolio.  Such risk  percentages are applied to individual loans based on
loan type.

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.

Interest  income on loans is  recognized  on the accrual  basis except for those
loans in a  nonaccrual  of income  status.  The  accrual of interest on impaired
loans is discontinued when management believes,  after consideration of economic
and business  conditions  and collection  efforts that the borrowers'  financial
condition is such that collection of interest is doubtful. When interest accrual
is discontinued,  interest income is subsequently  recognized only to the extent
cash payments are received.

Real estate  acquired by the Bank as a result of  foreclosure or by deed in lieu
of foreclosure is classified as real estate owned until such time as it is sold.
When such  property  is  acquired  it is  recorded  at the  lower of the  unpaid
principal  balance of the related loan or its fair market value.  Any write-down
of the property is charged to the allowance for loan losses.



                                       17

<PAGE>


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

                                               SEPTEMBER 30,       JUNE 30,
                                                   2001              2001
                                               -------------       -------
                                                  (DOLLARS IN THOUSANDS)

   Past due 90 days still on accural            $    -               $ -
   Loans on non-accrual status (1)(2)             3,024             2,720

   Real estate acquired
      through foreclosure                           160               296

   Repossessed assets                                74                70
                                                 ------            ------
           Total non-performing assets           $3,258            $3,086
                                                 ======            ======

   Ratios:  Non-performing loans
              to total loans                        .57%              .52%
            Non-performing assets
              to total assets                       .54%              .51%
---------------------------------------------------------
(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 $62,500
      for the three month period ending September 30, and $227,000
      for the year ending June 30.

LIQUIDITY

The Bank maintains  sufficient liquidity to fund loan demand and routine deposit
withdrawal  activity.  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 $3.9 million at September
30, 2001) with customer  deposits and additional  advances from the FHLB.  While
the Bank utilizes  other funding  sources in order to meet its liquidity  needs,
FHLB  borrowings  remain a material  component  of  management's  balance  sheet
strategy.  At September 30, 2001, the Bank had an unused approved line of credit
in the amount of $39.3 million and sufficient collateral to borrow an additional
$39.2 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 September 30, 2001 are presented below:
<TABLE>
<CAPTION>

                                                                                  TO BE CONSIDERED
                                                                                  WELL CAPITALIZED
                                                                                    UNDER PROMPT
                                                                  FOR CAPITAL        CORRECTION
                                              ACTUAL          ADEQUACY PURPOSES    ACTION PROVISIONS
                                         -----------------------------------------------------------
AS OF SEPTEMBER 30, 2001:                AMOUNT    RATIO      AMOUNT     RATIO     AMOUNT     RATIO
                                         ------    -----      ------     -----     ------     -----
 <S>                                   <C>        <C>       <C>          <C>     <C>         <C>
  Total risk-based capital (to risk-
    weighted assets)                    $48,214    11.0%     $35,054      8.0%    $43,818     10.0%
  Tier I capital (to risk-weighted
    assets)                              44,992    10.3       17,527      4.0      26,291      6.0
  Tier I leverage capital (to
    average assets)                      44,992     7.4       24,344      4.0      30,430      5.0
</TABLE>


                                       18
<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

To minimize the volatility of net interest  income and exposure to economic loss
that may result from  fluctuating  interest rates, the Bank manages its exposure
to adverse  changes in interest  rates through  asset and  liability  management
activities  within  guidelines  established  by its  Asset  Liability  Committee
("ALCO").  The ALCO, which includes senior management  representatives,  has the
responsibility  for  approving  and  ensuring  compliance  with  asset/liability
management  polices of the  Corporation.  Interest  rate risk is the exposure to
adverse changes in the net interest income as a result of market fluctuations in
interest  rates.  The ALCO,  on an ongoing  basis,  monitors  interest  rate and
liquidity  risk in order to  implement  appropriate  funding and  balance  sheet
strategies.  Management  considers  interest  rate  risk to be the  Bank's  most
significant market risk.

The Bank utilizes an earnings  simulation  model to analyze net interest  income
sensitivity.  Potential  changes in market  interest rates and their  subsequent
effects on net interest income are then evaluated. The model projects the effect
of  instantaneous  movements in interest rates of both 100 and 200 basis points.
Assumptions  based on the  historical  behavior of the Bank's  deposit rates and
balances in relation to changes in interest rates are also incorporated into the
model.  These assumptions are inherently  uncertain and, as a result,  the model
cannot  precisely  measure future net interest  income or precisely  predict the
impact of fluctuations in market interest rates on net interest  income.  Actual
results will differ from the model's simulated results due to timing,  magnitude
and frequency of interest  rate changes as well as changes in market  conditions
and the application and timing of various management strategies.

The Bank's interest  sensitivity profile changed from June 30, 2001 to September
30, 2001.  Given a sustained 100 basis point  downward  shock to the yield curve
used in the simulation model, the Bank's base net interest income would increase
by an  estimated  3.92% at June 30,  2001  compared  to an  increase of 4.86% at
September  30,  2001.  Given a 100 basis  point  increase in the yield curve the
Bank's base net interest income would decrease by an estimated 4.30% at June 30,
2001 compared to a decrease of 5.37% at September 30, 2001.

The  interest  sensitivity  profile  of the Bank at any  point  in time  will be
affected  by a number of  factors.  These  factors  include  the mix of interest
sensitive assets and liabilities as well as their relative pricing schedules. It
is also influenced by market interest rates,  deposit growth,  loan growth,  and
other  factors.  The  table  below is  representative  only and is not a precise
measurement of the effect of changing  interest rates on the Bank's net interest
income in the future.

<TABLE>
<CAPTION>

                                                             SEPTEMBER 30, 2001
                                  DECREASE IN RATES                                      INCREASE IN RATES
                                  ------------------                                     -----------------
                                 200              100                                 100              200
                             BASIS POINTS     BASIS POINTS          BASE          BASIS POINTS    BASIS POINTS

                                                           (Dollars in thousands)
<S>                            <C>              <C>              <C>               <C>              <C>
PROJECTED INTEREST INCOME
     Loans                      $39,767          $41,998          $43,864           $45,410          $46,810
     Investments                  1,915            2,070            2,180             2,502            2,661
                                 ------           ------           ------            ------           ------
TOTAL INTEREST INCOME            41,682           44,068           46,044            47,912           49,471

PROJECTED INTEREST EXPENSE
     Deposits                    15,229           18,226           21,224            24,221           26,429
     Borrowed funds               3,735            3,737            3,739             3,741            3,829
                                 ------           ------           ------            ------           ------
TOTAL INTEREST EXPENSE           18,964           21,963           24,963            27,962           30,258

NET INTEREST INCOME             $22,718          $22,105          $21,081           $19,950          $19,213
Change from base                 $1,637           $1,024                            $(1,131)         $(1,868)
% Change from base                 7.77%            4.86%                             (5.37)%          (8.86)%
</TABLE>



                                       19


<PAGE>
<TABLE>
<CAPTION>

                                                                JUNE 30, 2001
                                    DECREASE IN RATES                                   INCREASE IN RATES
                                   ------------------                                   -----------------
                                  200              100                                 100              200
                              BASIS POINTS     BASIS POINTS          BASE         BASIS POINTS      BASIS POINTS

                                                            (Dollars in thousands)
<S>                           <C>               <C>               <C>              <C>              <C>
PROJECTED INTEREST INCOME
     Loans                     $40,259           $41,873           $43,221          $44,342          $45,361
     Investments                 2,068             2,184             2,271            2,507            2,628
                                ------            ------            ------          -------           ------
TOTAL INTEREST INCOME           42,327            44,057            45,492           46,849           47,989

PROJECTED INTEREST EXPENSE
     Deposits                   16,858            19,092            21,326           23,560           25,149
     Borrowed funds              3,734             3,735             3,736            3,738            3,785
                                ------            ------            ------           ------           ------
TOTAL INTEREST EXPENSE          20,592            22,827            25,062           27,298           28,934

NET INTEREST INCOME            $21,735           $21,230           $20,430          $19,551          $19,055
Change from base                $1,305              $800                              $(879)         $(1,375)
% Change from base                6.39%             3.92%                             (4.30)%          (6.73)%

</TABLE>













                                       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
                       Not Applicable


      Item 5.          Other Information
                       Not Applicable

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











                                       21


<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 13, 2001            BY: (S) B. Keith Johnson
                                        ----------------------
                                        B. Keith Johnson
                                        President and Chief Executive Officer


DATE:  November 13, 2001            BY: (S) Charles E. Chaney
                                        -----------------------
                                        Charles E. Chaney
                                        Senior Vice President
                                        Chief Operating Officer












                                       22