FORM 10-Q

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

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

         For the quarterly period ended:    December 31, 1999

                                        OR

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

         For the transition period from ___________ to ___________

Commission File Number  0-18832

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

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

                 Class                   Outstanding as of January 31, 2000
                 -----                  ------------------------------------
             Common Stock                          3,853,919  shares

                       This document is comprised of 16 pages.
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                                    INDEX

PART I - Financial Information                                     Page Number

   Item 1 -Consolidated Financial Statements

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

           Consolidated Statement of Income for the Three Months
           and Six Months Ended December 31, 1999 and 1998(Unaudited).   4

           Consolidated Statement of Comprehensive Income for
           the Three Months and Six Months Ended December 31, 1999
           and 1998 (Unaudited).                                         5

           Consolidated Statement of Cash Flows for the Six
           Months Ended December 31, 1999 and 1998 (Unaudited).          6

           Notes to Consolidated Financial Statements                    7


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

   Item 3 -Market Disclosure                                            13

PART II - Other Information                                             14

SIGNATURES                                                              16

<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

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

Cash and due from banks                            $ 10,508,679    $ 10,257,162
Interest bearing deposits                             3,244,901       1,634,475
                                                   ------------     -----------
           Total cash and cash equivalents           13,753,580      11,891,637
Securities available-for-sale                         2,278,838       2,935,979
Securities held-to-maturity                          43,288,396      44,404,392
Loans receivable, less allowance for loan losses
   of $2,241,292 (December) and $2,107,994 (June)   431,046,589     400,360,402
Federal Home Loan Bank stock                          3,258,400       3,200,000
Premises and equipment                               11,414,875      11,594,369
Real estate owned:
  Acquired through foreclosure                          206,127         108,610
  Held for development                                  445,683         445,683
Excess of cost over net assets acquired              10,463,072      10,878,972
Accrued interest                                      1,791,576       1,603,514
Other assets                                            796,577         880,216
                                                   ------------    ------------

          TOTAL ASSETS                             $518,743,713    $488,303,774
                                                   ============    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                            $ 16,964,142   $  15,223,267
   Interest bearing                                 389,875,303     384,220,172
                                                    -----------     -----------
             Total Deposits                         406,839,445     399,443,439
Advances from Federal Home Loan Bank                 54,469,553      25,894,127
Accrued interest payable                                890,481         868,840
Accounts payable and other liabilities                1,204,668       2,336,503
Deferred income taxes                                 1,864,778       1,898,703
                                                    -----------     -----------

          TOTAL LIABILITIES                         465,268,925     430,441,612
                                                    -----------     -----------

STOCKHOLDERS' EQUITY:
 Serial preferred stock, 5,000,000 shares
     authorized and unissued                             -               -
 Common stock, $1 par value per share;
     authorized 10,000,000 shares; issued and
     outstanding, 4,121,112 shares in June and
     3,893,405 shares in September                    3,893,405       4,121,112
 Additional paid-in capital                               1,110       3,055,644
 Retained earnings                                   48,915,008      49,587,422
 Accumulated other comprehensive
    Income, net of tax                                  665,265       1,097,984
                                                    -----------    ------------

       TOTAL STOCKHOLDERS' EQUITY                    53,474,788      57,862,162
                                                    -----------    ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $518,743,713    $488,303,774
                                                   ============    ============
</TABLE>

             See  notes to  consolidated  financial statements.

                                       3
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                 Three Months Ended         Six Months Ended
                                     December 31,              December 31,
                                  1999       1998           1999       1998
                                  ----       ----           ----       ----
<S>                           <C>          <C>          <C>          <C>

Interest income:
 Interest and fees on loans    $8,639,821  $8,069,729   $16,930,547  $15,776,543
 Interest and dividends on
   investments and deposits       796,788     894,713     1,610,947    1,898,589

     Total interest income      9,436,609   8,964,442    18,541,494   17,675,132
                               ----------  ----------   ----------- -----------

Interest expense:

 Deposits                       4,333,318   4,480,944     8,574,360    8,708,291
 Federal Home Loan Bank
  advances                        659,198     309,921     1,051,326      708,725
                               ----------  ----------   -----------  -----------

     Total interest expense     4,992,516   4,790,865     9,625,686    9,417,016
                               ----------  ----------   -----------  -----------

Net interest income             4,444,093   4,173,577     8,915,808    8,258,116
Provision for loan losses          90,470      60,000       179,995      120,000
                               ----------  ----------   -----------  -----------

Net interest income after
 provision for loan losses      4,353,623   4,113,577     8,735,813    8,138,116
                               ----------  ----------   -----------  -----------

Noninterest Income:
 Customer service fees on
  deposit accounts                491,912     448,408       942,416      835,903
 Secondary mortgage market
  closing fees                     95,191     199,870       224,476      314,784
 Gain on sale of investments      152,026      94,933       305,161      203,200
 Brokerage and insurance
  commissions                     124,205      79,122       232,905      165,086
 Other income                     137,675     156,970       268,701      271,450
                               ----------   ---------   -----------  -----------

     Total other noninterest
       income                   1,001,009     979,303     1,973,659    1,790,423
                               ----------   ---------   ----------- ------------

Noninterest Expense:

 Employee compensation
  and benefits                  1,446,137   1,146,482     2,732,401    2,238,429
 Office occupancy expense
  and equipment                   327,605     317,535       678,836      619,140
 FDIC insurance premium            58,966      44,363       115,981       92,623
 Marketing and advertising        113,995      83,751       257,209      170,776
 Outside services and data
  processing                      304,835     333,322       605,569      602,154
 State franchise tax               99,531      79,357       199,063      158,714
 Acquisition related expense            0           0             0      291,869
 Amortization of intangibles      207,950     207,950       415,900      365,447
 Other expense                    632,781     523,774     1,200,040      933,518
                               ----------  ----------   -----------   ----------

    Total other noninterest
      expense                   3,191,800   2,736,534     6,204,999    5,472,670
                               ----------  ----------   -----------   ----------

Income before income taxes      2,162,832   2,356,346     4,504,473    4,455,869
Income taxes                      698,195     818,253     1,466,690    1,545,468
                               ----------  ----------   -----------   ----------
Net income                     $1,464,637  $1,538,093    $3,037,783   $2,910,401
                               ==========  ==========    ==========   ==========
Earnings per share:
         Basic                     $ 0.37      $ 0.37        $ 0.76       $ 0.70
         Diluted                   $ 0.37      $ 0.37        $ 0.76       $ 0.70
</TABLE>
                  See notes to consolidated  financial statements.

                                       4
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

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

                                  Three Months Ended          Six Months Ended
                                     December 31,                December 31,
                                    ------------                 ------------
                                  1999        1998          1999         1998
                                  ----        ----          ----         ----
<S>                             <C>         <C>         <C>          <C>

Net Income

Other comprehensive income
 (loss), net of tax:            $1,464,637  $1,538,093   $3,037,783  $2,910,401
  Change in unrealized gain
   (loss) on securities           (102,595)    332,171     (231,313)    405,685
  Reclassification of realized
   amount                         (100,337)    (62,656)    (201,406)   (134,112)
                                ----------  ----------   ----------  -----------
  Net unrealized gain
  recognized in comprehensive
  income                          (202,932)    269,515     (432,719)    271,573

Comprehensive Income            $1,261,705  $1,807,608   $2,605,064  $3,181,974
                                ==========  ==========   ==========  ==========

</TABLE>
                   See notes to consolidated  financial statements.

                                       5
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

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

                                                         Six Months Ended
                                                            December 31,
                                                     ------------------------
                                                        1999            1998
                                                        ----            ----
<S>                                                <C>             <C>

Operating Activities:

 Net income                                         $ 3,037,783     $ 2,910,401
 Adjustments to reconcile net income to net
    cash provided by operating activities:
    Provision for loan losses                           179,995         120,000
    Depreciation  of premises and equipment             499,440         376,297
    Net change in deferred loan fees and costs          173,325         111,867
    Federal Home Loan Bank stock dividends              (58,400)       (108,100)
    Amortization of acquired intangible assets          415,900         365,447
    Amortization and accretion on securities            (30,944)        (36,611)
    Gain on sale of investments available-for-sale     (305,161)       (203,200)
    Interest receivable                                (188,062)        624,737
    Other assets                                         86,947         121,769
    Interest payable                                     21,641         720,256
    Accounts payable and other liabilities           (1,131,836)        234,948
    Deferred taxes                                      188,990          30,990
                                                    -----------      ----------

Net cash provided by operating activities             2,889,618       5,268,801
                                                    -----------      ----------

Investing Activities:
  Sales of securities available-for-sale                305,989         211,237
  Purchases of securities available-for-sale               -         (1,010,000)
  Purchases of securities held-to-maturity           (5,000,000)    (46,855,000)
  Maturities of securities held-to-maturity           6,147,619      30,142,101
  Net increase in loans                             (31,137,025)    (21,035,689)
  Net purchases of premises and equipment              (319,946)     (1,106,460)
  Net cash received in acquisition                         -         52,456,754
                                                    -----------     -----------

Net cash used in investing activities               (30,003,363)     12,802,943
                                                    -----------     -----------

Financing Activities:
  Net increase in deposits                            7,396,006      14,055,347
  Net advances from (repayments to)
   Federal Home Loan Bank                            28,575,426     (20,089,296)
  Dividends paid                                     (1,433,391)     (1,238,509)
  Common stock repurchased                           (5,562,353)        (70,792)
                                                    -----------    -------------

Net cash provided by financing activities            28,975,688      (7,343,250)
                                                    -----------    -------------

Increase (decrease) in cash and cash equivalents      1,861,943      10,728,494
Cash and cash equivalents, beginning of year         11,891,637       9,149,712
Cash and cash equivalents, end of period            $13,753,580     $19,878,206
                                                    ===========     ===========
</TABLE>

               See notes to consolidated  financial statements.

                                       6
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

1.       Interim Financial Statements

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

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

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

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

         It is suggested that these financial  statements be read in conjunction
         with the financial statements,  accounting policies and financial notes
         thereto  included in the Appendix to the Company's 1999 Proxy Statement
         which has been previously filed with the Commission.

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

                                       7
<PAGE>

                                         Three Months Ended   Six Months Ended
                                             December 31,        December 31,
                                            ------------        ------------
                                          1999       1998      1999       1998
                                          ----       ----      ----       ----
                                                  (Dollars in thousands)
    Net income available
      to common shareholders            $ 1,465    $ 1,538   $ 3,038    $ 2,910
                                        =======    =======   =======    =======

    Basic EPS:
     Weighted average common shares   3,922,581  4,128,987 3,999,477  4,129,255
                                      =========  ========= =========  =========

    Diluted EPS:
     Weighted average common shares   3,922,581  4,128,987 3,999,477  4,129,255
     Dilutive effect of stock options    17,248     22,131    18,701     21,446
                                     ---------- ---------- ---------  ---------
      Weighted average common and

    Earnings Per Share:
      Basic                               $0.37      $0.37     $0.76      $0.70
                                          =====      =====     =====      =====
      Diluted                             $0.37      $0.37     $0.76      $0.70
                                          =====      =====     =====      =====

                                       8
<PAGE>

              MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Acquisition

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

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

                                       9
<PAGE>

Results of Operations

Three Month Period Ended  December 1999 vs. 1998 - Net income was  $1,465,000 or
$0.37 per share for the three month period ended  December 31, 1999, as compared
to  $1,538,000  or $0.37 per share for the same  period in 1998.  The  following
discussion  outlines the significant  differences in income and expenses for the
quarter ended December 31, 1999, as compared to 1998.

Net  interest  income  increased by $270,000 in 1999 to  $4,444,000  compared to
$4,174,000 in 1998.  The increase is due to a higher volume of interest  earning
assets.  Rising  interest rates resulted in a decline in the net interest margin
of .11% from 3.83% for 1998 to 3.72% for 1999. However, a robust growth in loans
outstanding  had a greater impact on net interest income than the Bank's decline
in net interest margin. Average interest-earning assets increased by $46 million
from $435  million for the 1998 quarter to $481 million for the 1999 quarter due
primarily to the growth in loans  outstanding.  The Bank began an indirect  auto
dealer  loan  program in April 1999  within its  existing  market  areas.  Loans
outstanding under this program were $8.4 million at December 31, 1999.  Mortgage
and consumer loans increased by $8.6 million,  during the quarter ended December
31, 1999. The Bank's increased emphasis on commercial loans resulted in a growth
of $7.5 million, in outstanding  commercial loan balances. The yield on interest
earning  assets  declined by 34 basis points for the 1999 quarter as compared to
the 1998 quarter.  During the 1998 quarter, the Bank's yield inflated due to the
record levels of home mortgage  refinancing  activity which resulted in $154,000
of additional interest income from the unamortized portion of unearned loan fees
on the loans paid off.

Average  interest-bearing  liabilities  increased  by $25  million to an average
balance of $438 million for the 1999 quarter compared to $413 million during the
1998 quarter.  Customer deposits averaged $386 million during 1999, a decline of
$5  million  compared  to the 1998  quarter.  Federal  Home Loan  Bank  advances
increased  $30 million for the period  ending  December  1999 to fund the Bank's
increased  lending  activity  that exceeded the quarter's  deposit  growth.  The
Bank's  cost of funds  declined  by 22 basis  points  for the  1999  quarter  as
compared  to the 1998  quarter as CD rates  repriced to the lower  market  rates
during the 1999 year.

Total other income was  $1,001,000 for the three months ended December 31, 1999,
as compared to $979,000  for the 1998 period,  an increase of $22,000.  Gains on
investment  sales  were  $152,000  compared  to  gains of  $95,000  for the 1998
quarter. Other sources of income such as brokerage  commissions,  loan fees, and
other  customer  transaction  fees  increased by $70,000 or 10% due to growth in
deposit relationships. Fee income relating to loans originated for the secondary
market declined $105,000 or 52% due to rising mortgage rates that slowed the new
originations and refinancing activity in home loans.

Total other expense was $3,192,000 for the three month period ended December 31,
1999,  as compared to $2,737,000  for the 1998 period,  an increase of $455,000.
Compensation and benefits increased by $300,000 in 1999 as compared to 1998. The
increase  includes  inflationary  salary  adjustments and reflects growth in the
number of full time equivalent employees to 161 on December 31, 1999 from 121 on
December 31, 1998. Two new offices required additional staffing that included an
in-store  banking  center in Hillview,  Kentucky  just South of the  Louisville,
Jefferson County area. A second office in the downtown Bardstown,  Kentucky area
of  Nelson  County  was also  opened as a  transaction  facility.  During  1999,
management adopted a new strategic plan for growing the Bank. This plan includes
the development of a bank-wide  service and sales culture.  The Bank now takes a
more proactive approach in expanding account relationships with existing and new
customers.  A  prerequisite  to the  success of this  transition  is the need to
expand the number of retail  associates at many of the banking centers,  such as
relationship  bankers,  business  development  officers,  stock brokers and loan
officers.  Further,  a Senior Vice President and Retail Banking Officer has been
hired to implement  management's  strategic  transition to the bank-wide service
and sales culture.

In addition to  compensation  and benefits,  marketing and  advertising  expense
increased  $30,000 or 36% in 1999  compared to 1998.  The increase is due to the
development of new products and services. All other expenses increased $125,000,
which  included  expenses  directly  related to  customers'  accounts,  postage,
telephone,  supplies, and the growth of services provided by the Bank.

                                       10
<PAGE>

Six Month Period Ended December 31, 1999 vs. 1998 - Net income was $3,038,000 or
$0.76 per share for the six month  period ended  December  31, 1999  compared to
$2,910,000,  or  $.705  for  December  31,  1998.  Acquisition-related  costs in
connection  with the purchase of three banking  centers during the quarter ended
September 30, 1998, in the amount of $193,000 (net of tax) were charged  against
earnings for that quarter. Excluding these costs, net earnings for the six month
period ended December 31, 1998,  would have been  $3,103,000 or $0.75 per share.
The following  discussion  outlines the  significant  differences  in income and
expenses for six months ending December 31, 1999, as compared to 1998.

Net interest  income  increased by $658,000 in 1999 as compared to 1998 in spite
of the  declining  net  interest  margin  which was 3.78% for the 1999 period as
compared  to 3.83% for the 1998  period.  The  positive  growth in net  interest
income resulted from loan growth that can be attributed to a combination of more
aggressive commercial real estate lending practices,  indirect auto lending, and
a strong retail loan demand.

Average  interest-earning  assets increased by $39 million from $434 million for
the 1998 period to $473 million for the 1999 period. Loans averaged $420 million
during  1999,  an increase  of $41  million,  while the  average  yield on loans
decreased by .37% to 7.86%


Average  interest-bearing  liabilities  increased  by $19  million to an average
balance of $428 million for 1999. Customer deposits averaged $385 million during
1999 compare to $386 million for 1998.  Federal Home Loan Bank Advance increased
$20 million for the period ending December 1999. This increase funded the Bank's
outstanding  loan  growth  during the  period  that  exceeded a nominal  deposit
growth.

Total other income was $1,973,000 for the six months ended December 31, 1999, as
compared to $1,790,000  for the 1998 period,  an increase of $183,000.  Gains on
investment  sales were $305,000 for 1999 period as compared to gains of $203,000
for the 1998 period. Customer service fees charged on deposit accounts increased
by $107,000 or 13% during 1999 due to growth in customer accounts. Other sources
of income such as loan fees, other customer  transaction fees, and trust account
commissions  increased  by $64,000 due to growth in deposit  relationships  with
existing and new  customers.  Income from secondary  market  lending  operations
declined  by $90,000,  or 29% due to an  increase in interest  rates that slowed
activity in home mortgages.

Total other expense was  $6,205,000  for the six months ended December 31, 1999.
In the first  quarter of 1998 the Bank had a one time expense  $193,000  (net of
tax) for the acquisition of three branches in Meade County.  Excluding the above
expenses,  the total other expense was  $5,181,000,  representing an increase of
$1,024,000.  Compensation and benefits  increased by $494,000 or 22% as compared
to 1998. The increase  includes  inflationary  salary  increases and reflects an
increase in number of full time equivalent employees to 161 at December 31, 1999
from 121 at December 31, 1998.  The  increased  staffing is a result of the Bank
adopting  a  strategic  plan to develop a Sales and  Service  culture to promote
retail growth.

Beyond  compensation and benefits,  marketing and advertising  expense increased
$87,000 or 51% in 1999 compared to 1998.  Increase is due to the  development of
new products and services.  Office occupancy and equipment expenses increased by
$60,000  in 1999 as  compared  to 1998 due to  inflationary  increases  in other
occupancy and equipment related  expenses.  These costs relate to the opening of
an additional  in-store facility,  remodeling an existing office, and installing
three new ATM's.  All other  expenses  increased by $383,000 in 1999 compared to
1998.  Expensed directly related to customer accounts  increased due to a higher
volume. The cost of postage,  telephone, data processing, and supplies increased
due to asset growth and new services provided by the Bank.

                                       11
<PAGE>

Non-Performing Assets

Management  periodically evaluates the adequacy of the allowance for loan losses
based on the Bank's past loan loss  experience,  known and inherent risks in the
portfolio,  adverse  situations that may effect the borrower's  ability to repay
and other factors.  During the quarter ended December 31, 1999 management  chose
to add $90,000 to the reserve for loan losses. Although current loan charge-offs
and  delinquencies are consistent with previous years, the reserve was increased
to compensate for the Bank's continued strong loan growth.  The Bank experienced
an insignificant  amount of uncollectible  loans during the periods indicated in
the table  below.  Approximately  75% of the  Bank's  non-performing  assets are
collateralized by one-to-four family residences at December 31, 1999.

                                      Three Months Ended       Six Months Ended
                                          December 31,             December 31,
                                      -------------------     ------------------
                                         1999     1998           1999     1998
                                         ----     ----           ----      ----
                                                 (Dollars in thousands)
Allowance for loan losses:
 Balance, July 1                      $ 2,157   $ 2,123       $ 2,108   $ 1,853
 Balance acquired in merger               -        -             -          205
 Provision for loan losses                 90        60           180
 Charge-offs
 Recoveries                                 1                                21
                                      -------   -------       ------    -------
 Balance, end of period               $ 2,241   $ 2,002       $ 2,241   $ 2,002
                                      =======   =======       =======   =======

Loans outstanding at quarter
  end -- Gross Loans                                         $433,288  $388,890
Non-performing loans at quarter end:
 Other non-performing loans                                       623       926
                                                             --------  --------
    Total non-performing loans                                  2,509     1,639
 Real estate acquired through foreclosure                         206       228
                                                             --------  --------
    Total non-performing assets                               $ 2,715   $ 1,867
                                                              =======   =======

Ratios: Non performing loans to loans                             .62%     .42%
        Allowance for loans losses to
         non-performing loans                                      89%     122%
        Allowance for loan losses to
         net loans                                                .52%     .51%
        Non-performing assets to total assets                     .52%     .39%



Liquidity & Capital Resources

Loan demand  continued to be strong  during the three months ended  December 31,
1999, as net loans increased by $16.1 million to $431 million,  a 15% annualized
growth. In spite of strong competition from new financial  institutions,  mutual
funds and the stock market,  customer deposits  increased by $5.8 million during
the period. The Bank's loan growth was funded by additional  borrowings of $16.9
million from the Federal Home Loan Bank.

Current regulations require the Corporation's subsidiary,  First Federal Savings
Bank, to maintain  minimum  specific levels of liquid assets,  (currently 4%) of
cash and eligible investments to deposits and short-term borrowings. At December
31, 1999,  the Bank's liquid assets were 9.06% of its liquidity  base.  The Bank
intends to continue to fund loan growth (outstanding loan commitments were $16.0
million at December  31,  1999) and any  declines in customer  deposits  through
additional  advances from the FHLB. At December 31, 1999, the Bank had an unused
approved  line of credit in the amount of $16.7  million,  and the  potential to
significantly increase its indebtedness with the FHLB, if necessary,  due to its
additional available collateral.

                                       12
<PAGE>

The  Office  of  Thrift   Supervision's   capital  regulations  require  savings
institutions to meet three capital  standards:  a 3% Tier I leverage ratio; a 4%
Tier I capital ratio; and an 8% risk-based capital standard. As of September 30,
1999, the Bank's actual capital percentages for Tier I leverage of 7.77%, Tier I
capital of  12.10%,  and  current  risk-based  capital of 12.79%,  significantly
exceed the regulatory requirement for each category.

Year 2000

The  transition  into a new century for the Bank's  information  and  technology
systems  experienced no problems on January 1, 2000. After months of preparation
and testing,  the work of the Bank's staff in renovating  computer  systems with
guidance from regulators resulted in no impact to processing customer accounts.

















Quantitative and Qualitative Disclosures About Market Risk

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

                                       13
<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

Part II - Other Information

      Item 1.          Legal Proceedings
                                Not Applicable

      Item 2.          Changes in Securities
                                Not Applicable

      Item 3.          Defaults Upon Senior Securities
                                Not Applicable

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



         The  Corporation's  1999  Annual  Meeting of  Shareholders  was held on
         November 10, 1999.

         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

                       Wreno M. Hall                   2002
                   Walter P. Huddleston                2002
                     J. Stephen Mouser                 2002
                     Michael L. Thomas                 2002


         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
                        Burlyn Pike                    2001
                      J. Alton Rider                   2001
                     B. Keith Johnson                  2003
                      Irene B. Lewis                   2003
                       Kennard Peden                   2003

                                       14
<PAGE>

         The voting  results  for the  matters  brought  before the 1999  Annual
         Meeting are as follows:

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

               Name               Votes For      Abstentions     Broker Nonvotes

         Stephen Mouser        3,108,028.932         0                0
         Michael L. Thomas     3,131,781.582         0                0
         Wreno M. Hall         2,888,776.054         0                0
         Walter D. Huddleston  3,097,787.364         0                0

Item 5.  Other Information
         Not Applicable

Item 6.  Exhibits:  Not Applicable
         Reports on Form 8-K:
         The Corporation filed Form 8-K
         on October 20,1999 to report the
         establishment of a stock repurchase
         program to acquire up to 5% of the
         Corporation's currently outstanding
         shares of common stock.

                                       15
<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

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

DATE:  February 11, 2000                  BY: (S)  B. Keith Johnson
                                          -------------------------
                                          B. Keith Johnson
                                          President and Chief Executive Officer

DATE:  February 11, 2000                  BY: (S) Charles E. Chaney
                                          -----------------------
                                          Charles E. Chaney
                                          Senior Vice President

                                       16