FORM 10-Q

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

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

         For the quarterly period ended:    March 31, 1997
                                            --------------

                                       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)

                                  (502)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 April 30, 1997
         -----------                  ----------------------------------

         Common Stock                          4,160,353 shares

                     This document is comprised of 12 pages.


<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY



                                      INDEX


PART I - Financial Information                                      Page Number

   Item 1 - Financial Statements

            Consolidated Statements of Financial Condition as
            of March 31, 1997 (Unaudited) and June 30, 1996.             3

            Consolidated Statements of Income for the Three Months
            and Nine Months Ended March 31, 1997 and 1996
            (Unaudited).                                                 4

            Consolidated Statements of Cash Flows for the Nine
            Months Ended March 31, 1997 and 1996 (Unaudited)             5

            Notes to Consolidated Financial Statements.                  6


   Item 2 - Management's Discussion and Analysis of the
            Consolidated Statements of Financial Condition
            and Results of Operations.                                   7


PART II - Other Information                                              11

SIGNATURES                                                               12


<PAGE>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                               March 31,       
June 30,
                       ASSETS                                    1997          
  1996
                       ------                                    ----          
  ----
                                                              (unaudited)
<S>                                                          <C>            <C>

Cash .....................................................   $  7,378,637   $ 
8,407,735
Interest bearing deposits ................................      3,043,979     
7,752,537
Securities:
     Securities held-to-maturity .........................     17,731,927    
11,993,796
     Securities available-for-sale .......................      4,858,628     
4,748,417
       (Total securities fair value: $22,832,982 at
        March 31, 1997: $17,086,603 at June 30, 1996)
Loans receivable, net ....................................    321,834,790   
302,363,297
Real estate owned:
    Acquired through foreclosure .........................        421,560      
 375,392
    Held for development .................................        687,261      
 505,261
Investment in Federal Home Loan Bank Stock ...............      2,727,900     
2,589,900
Premises and equipment ...................................      9,996,636     
9,684,167
Other assets .............................................        533,794      
 986,260
Excess of cost over net assets of affiliate purchased ....      3,084,499     
3,264,553
                                                             ------------  
------------
      Total Assets .......................................   $372,299,611  
$352,671,315
                                                             ============  
============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities:
 Savings deposits ........................................   $277,194,945  
$264,945,744
 Advances from Federal Home Loan Bank ....................     41,698,468    
34,979,079
 Accrued interest payable ................................        682,885      
 218,284
 Accounts payable and other liabilities ..................      1,133,805     
1,099,293
 Deferred income taxes ...................................        949,805     
1,482,470
                                                             ------------  
------------
      Total Liabilities ..................................    321,659,908   
302,724,870
                                                             ------------  
------------
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 4,165,353
       shares on March 31, 1997 and 4,208,490 shares
       on June 30, 1996 ..................................      4,165,353     
4,208,490
 Additional paid-in capital ..............................      4,527,735     
5,466,700
 Retained earnings - substantially restricted ............     41,214,404    
39,509,189
 Net unrealized holding gain on securities available-
    for-sale, net of tax .................................        732,211      
 762,066
                                                             ------------  
------------
       Total Stockholders' Equity ........................     50,639,703    
49,946,445
                                                             ------------  
------------
       Total Liabilities & Stockholders' Equity ..........   $372,299,611  
$352,671,315
                                                             ============  
============


See notes to consolidated financial statements.
</TABLE>

                                        3

<PAGE>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                 Three Months Ended           
Nine Months Ended
                                                      March 31,                
    March 31,
                                                   1997          1996         
1997          1996
                                                   ----          ----         
----          ----
<S>                                            <C>           <C>           <C> 
         <C>

Interest income:
   Interest on loans .......................   $ 6,787,507   $ 6,384,776  
$19,979,343   $18,746,271
   Interest and dividends on
      investments and deposits .............       462,123       438,896    
1,355,919     1,331,316
                                               -----------   -----------  
-----------   -----------

      Total interest income ................     7,249,629     6,823,672   
21,335,262    20,077,586
                                               -----------   -----------  
-----------   -----------
Interest expense:
   Savings deposits ........................     2,981,606     2,960,758    
8,945,270     8,952,216
   Federal Home Loan Bank advances .........       613,145       490,107    
1,714,977     1,311,777
                                               -----------   -----------  
-----------   -----------

      Total interest expense ...............     3,594,751     3,450,865   
10,660,247    10,263,993
                                               -----------   -----------  
-----------   -----------

   Net interest income .....................     3,654,878     3,372,807   
10,675,015     9,813,593
   Provision for loan losses ...............             0             0      
200,000             0
                                               -----------   -----------  
-----------   -----------

       Net interest income after
          provision for loan losses ........     3,654,878     3,372,807   
10,475,015     9,813 593
                                               -----------   -----------  
-----------   -----------
Other income:
   Customer service fees on deposit accounts       315,657       249,902      
926,733       767,958
   Other income ............................       250,194       181,564      
680,358       610,291
   Gain on sale of investment ..............             0       211,355      
316,927       754,409
                                               -----------   -----------  
-----------   -----------

       Total other income ..................       565,851       642,821    
1,924,018     2,132,658
                                               -----------   -----------  
-----------   -----------
Other expense:
   Employee compensation and benefits ......       898,713       835,041    
2,642,839     2,419,435
   Office occupancy and equipment expense ..       241,089       197,800      
683,374       615,261
   Federal insurance premiums (Note 2) .....        43,144       146,548    
1,970,572       439,529
   Marketing and advertising ...............        71,316       102,866      
273,020       274,269
   Outside services and data processing ....       143,065       167,284      
454,572       456,519
   State franchise tax .....................        74,039        70,794      
218,826       209,120
   Other expense ...........................       401,239       372,314    
1,270,622     1,155,494
                                               -----------   -----------  
-----------   -----------

       Total other expense .................     1,872,605     1,892,647    
7,513,825     5,569,627
                                               -----------   -----------  
-----------   -----------

Income before taxes ........................     2,348,124     2,122,981    
4,885,208     6,376,624
Income taxes ...............................       819,261       728,685    
1,684,378     2,171,024
                                               -----------   -----------  
-----------   -----------
Net Income .................................   $ 1,528,863   $ 1,394,296   $
3,200,829   $ 4,205,600
                                               ===========   ===========  
===========   ===========

Net income per share of common stock .......       $  0.37       $  0.33      
$  0.77       $  0.99
                                                   =======       =======      
=======       =======
Dividends per share of common stock ........       $  0.13       $  0.12      
$  0.37       $  0.34
                                                   =======       =======      
=======       =======

</TABLE>

See notes to consolidated financial statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

                                                                      Nine
Months Ended
                                                                          March
31,
                                                                     1997      
     1996
<S>                                                            <C>            
<C>
                                                                     ----      
     ----
Operating Activities:
  Net income ...............................................   $  3,200,829   
$  4,205,600
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Provision for loan losses ..............................        200,000    
       --
    Provision for depreciation .............................        406,238    
    344,088
    Net change in deferred loan fees and costs .............        126,629    
    120,300
    Federal Home Loan Bank stock dividends .................       (138,000)   
   (129,400)
    Amortization of discounts on securities held-to-maturity       (115,812)   
    (93,789)
    Amortization of acquired intangible assets .............        180,054    
    180,054
    Gain on sale of investments available-for-sale .........       (316,927)   
   (754,409)
    Increase (Decrease) in interest payable ................        464,601    
    (46,831)
    Decrease in other assets ...............................        452,466    
    259,524
    (Decrease) Increase in accounts payable and other
       liabilities .........................................       (498,153)   
    406,184
                                                               ------------   
------------

 Net cash provided by operating activities .................      3,961,925    
  4,055,886
                                                               ------------   
------------
Investing Activities:
  Sale of securities available-for-sale ....................        335,111    
    793,308
  Purchases of securities available-for-sale ...............       (151,567)   
   (147,202)
  Purchases of securities held-to-maturity .................     (6,000,000)   
       --
  Maturity of securities held-to-maturity ..................           --      
  1,000,000
  Principal collections on securities held-to-maturity .....        377,681    
    317,448
  Net increase in loans to customers .......................    (20,267,731)   
(19,453,579)
  Purchases of premises and equipment ......................       (718,707)   
   (152,476)
  Sales of real estate acquired in settlement of loans .....        483,063    
     75,000
  Increase in real estate held for development .............       (182,000)   
     (4,357)
                                                               ------------   
------------

Net cash used in investing activities ......................    (26,124,150)   
(17,571,858)
                                                               ------------   
------------
Financing Activities:
  Advances from Federal Home Loan Bank, net of repayments ..      6,719,389    
 13,768,573
  Net increase in customer savings deposits ................     12,249,201    
  3,962,076
  Dividends paid ...........................................     (1,547,234)   
 (1,437,887)
  Proceeds from stock options exercised ....................         60,543    
     69,426
  Common stock repurchased .................................     (1,042,645)   
   (588,617)
  Advance to ESOP ..........................................        (14,685)   
       --
  Collection on advance to ESOP ............................           --      
    163,667
                                                               ------------   
------------

Net cash provided by financing activities ..................     16,424,569    
 15,937,275
                                                               ------------   
------------

Increase (Decrease) in cash and cash equivalents ...........     (5,737,656)   
  2,421,303
Cash and cash equivalents, beginning of year ...............     16,160,272    
 13,864,501
                                                               ------------   
------------

Cash and cash equivalents, end of period ...................   $ 10,422,616   
$ 16,285,804
                                                               ============   
============
See notes to consolidated financial statements.
</TABLE>


                                        5

<PAGE>






                     FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY

                       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
         Elizabeth town ("Bank").  The Corporation has no material income, other
         than that generated by the Bank.

         In the opinion of management,  these unaudited  consolidated  financial
         statements include all adjustments necessary for a fair presentation of
         its  financial  position  as of March 31,  1997 and the  results of its
         operations  and its cash  flows  for the  three  month  and nine  month
         periods then ended.  All such  adjustments  were of a normal  recurring
         nature.

         The results of  operations  for the three month and nine month  periods
         ended March 31,  1997 and 1996 are not  necessarily  indicative  of the
         results for the full years.

         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 1996 Proxy Statement
         which has been previously filed with the Commission.

2.       Federal Deposit  Insurance  Corporation  (FDIC)  legislation was signed
         into law on September 30, 1996, to recapitalize the Savings Association
         Insurance  Fund (SAIF).  All  SAIF-insured  savings  institutions  were
         required to pay a one-time  special  assessment of $.657 for every $100
         of  customer  deposits.  This has  resulted  in a charge to earnings of
         $1,658,000  ($1,094,000,  net of tax) during the Bank's  first  quarter
         ended September 30, 1996.

3.       Net income per share of common stock is computed by dividing net income
         by  the  weighted  average number of shares on common stock issued and
         outstanding: 4,171,424  shares  and  4,217,393  shares issued and out-
         standing for the three month  periods  ended  March 31, 1997  and 1996
         respectively, and  4,187,806  shares  and  4,229,298 shares issued and
         outstanding for the nine month  periods  ended March 31, 1997 and 1996
         respectively. Common stock equivalents have not been used in computing
         net income per share because their effect is not material.  Net income
         and dividends paid per share reflect a  2-for-1  common stock split in
         the form of a 100% stock dividend distrubuted on June 10, 1996.


                                        6

<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  central  Kentucky  communities  of
Elizabethtown, Radcliff, Bardstown, Munfordville, Shepherdsville, and
Mt.Washington.

The  following  discussion  and  analysis  covers  any  material  changes in the
financial  condition since June 30, 1996 and any material changes in the results
of operations for the three month and nine month periods ending, March 31, 1997.
This  discussion and analysis  should be read in conjunction  with  "Managements
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
included in the 1996 Annual Report to Shareholders.

Results of Operations
Three Month Period Ended March 31, 1997 vs. 1996 - Net income was  $1,528,863 or
$.37 per share for the three  month  period  ended March 31, 1997 as compared to
$1,394,296  or $.33 per share for the same  period in 1996.  In  addition to the
higher  net  income,  the  12%  increase  in  net  income  per  share  was  also
attributable to the Corporation's  stock repurchase plans which have reduced the
weighted average number of shares outstanding from 4,217,393 for the 1996 period
to 4,171,424 for the 1997 period. The following discussion outlines the material
differences  in income and  expenses  for the three month period ended March 31,
1997, as compared to 1996.

Net  interest  income  increased  by $282,071 in 1997 as compared to 1996.  This
increase  was due to the strong  growth of the Bank's  loan  portfolio  and a 12
basis point  improvement  in the net  interest  margin.  The Bank's net interest
margin for the 1997 period  increased to 4.14% as compared to 4.02% for the 1996
quarter.  The  Corporation's  cost of funds  decreased by 9 basis points in 1997
compared  to  1996,  due to  customer's  transferring  deposits  from  long-term
maturities to short-term.

Average  interest-earning  assets increased by $21 million from $327 million for
the 1996 period to $348  million  for the 1997  period.  Average  loans were $20
million higher and averaged $320 million during 1997, while the average yield on
loans increased by 6 basis points to 8.60%.

Average  interest-bearing  liabilities  increased  by $22  million to an average
balance of $316 million for the 1997 period.  Customer  deposits  averaged  $272
million  during 1997,  an increase of $12 million  compared to the 1996 quarter.
The remaining $10 million  increase in  interest-bearing  liabilities was due to
borrowings from Federal Home Loan Bank to help finance the Bank's loan growth.

Total other income was  $565,851  for the three months ended March 31, 1997,  as
compared to $642,821 for the 1996 period, a decrease of $76,970. The decrease in
income  is  attributable  to  the  fact  that  no  sales  of  available-for-sale
securities  took place during the 1997 period  compared to the 1996 period which
reported gains of $211,355.  Customer service fees on deposit accounts increased
by $65,755  due to a growth in  customer  checking  accounts  and an increase in
customer service fees.

Total other  expense was  $1,872,605  for the three month period ended March 31,
1997, as compared to $1,892,647 for the 1996 period, a decrease of $20,042.  The
decrease  in  expense  is due to the  resolution  of  the  FDIC  insurance  fund
disparity on September 30, 1996,  resulting in a $103,404 lower premium for this
quarter versus the 1996 quarter.  Costs attributable to the new branch office in
the Elizabethtown  Wal-Mart  Supercenter which became  operational in July 1996,
were approximately  $80,000 for the 1997 quarter.  Marketing expense was $31,550
lower this quarter  versus the 1996 period due to the  reduction in  promotional
items and radio advertisements.

Nine Month Period Ended March 31, 1997 vs. 1996 - Net income was  $3,200,829  or
$0.77 per share for the nine month period  ended March 31, 1997,  as compared to
$4,205,600  or $0.66  per  share  for the same  period  in 1996.  Earnings  were
affected by a one-time FDIC special assessment of $1.7 million ($1.1 million,


                                        7

<PAGE>


(net of tax) to recapitalize the Savings Association Insurance Fund ("SAIF") and
a $200,000 addition to provision for loan losses.  See further  discussion under
"Regulatory Matters".

Net interest income increased by $861,422 in 1997 as compared to 1996 due to the
Bank's  strong loan growth and a 8 basis point  improvement  in the net interest
margin. Average interest-earning assets increased by $20 million during the nine
months ended March 31, 1997 compared to the 1996 period as average loans grew by
$22 million. Average interest-bearing liabilities increased by $21 million to an
average  balance of $309 million for the 1997 period,  while the average cost of
funds  decreased  by 13 basis  points  during  the  comparative  periods  due to
customer's transferring deposits from long-term maturities to short-term.

Total other income was  $1,824,018  for the nine months ended March 31, 1997, as
compared to $2,132,658 for the 1996 period,  a decrease of $308,640.  Gains from
investment  sales were  $316,927  for the nine  months  ended  March 31, 1997 as
compared to $754,409  reported in the 1996 nine month period.  Customer  service
fees on deposit  accounts  increased by $158,775 during the 1997 period due to a
growth in customer checking accounts and an increase in customer service fees.

Total other expense was  $7,513,825 for the nine months ended March 31, 1997, as
compared to  $5,569,627  for the 1996  period,  an increase of  $1,944,198.  The
increase  is a result  of the SAIF  special  assessment  recorded  in the  first
quarter of 1997,  resulting  in a  $1,685,000  charge  against  earnings.  Costs
attributable to the new branch in the  Elizabethtown  Wal-mart  Supercenter were
approximately  $200,000  during the nine month period ended March 31, 1997.  All
other expenses increased approximately 5% for the 1997 period as compared to the
same period in 1996,  primarily from expanded  services and products  offered to
customers and to accommodate loan growth.

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 nine month period ended March 31, 1997, management
chose to add  $200,000  to the  reserve  for loan loss.  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 55% of the Bank's delinquent
loans are secured by one-to-four family residences at March 31, 1997.


                                       Three Months Ended      Nine Months Ended
                                            March 31,              March 31,
                                           ----------             ----------
                                        1997       1996        1997        1996
                                       ------     ------      ------      ------
                                                 (Dollars in thousands)
Allowance for loan losses:
    Balance, beginning of period      $ 1,772    $ 1,642    $ 1,613     $ 1,662
    Provision for loan losses             --         --         200         --
    Charge-offs                           (43)       (23)       (86)        (44)
    Recoveries                              1          1          3           2
                                          ---        ---        ---         ---


    Balance, end of period            $ 1,730    $ 1,620    $ 1,730     $ 1,620
                                      =======    =======    =======     =======



                                        8

<PAGE>





Net loans outstanding at quarter end                       $321,835     $302,155
Non-performing loans at quarter end:
    Collaterized by one-to-four family
         homes                                                 $878         $625
    Other non-performing loans                                 $294         $441
Ratios:
    Non performing loans to total loans                        .36%         .35%
    Allowance for loan losses to non-
         performing loans                                      148%         152%
    Allowance for loan losses to net loans                     .54%         .54%
    Non-performing assets to total assets                      .43%         .38%

LIQUIDITY & CAPITAL RESOURCES
-----------------------------
Loan demand  continued to be strong during the nine months ended March 31, 1997,
as net loans grew by $19.4 million to $321.8 million,  an 8.5% annualized growth
rate. Deposits increased by $12.3 million, or 4.6% during the nine month period,
primarily in customer  accounts  with maturity  terms under two years.  The loan
growth was funded by additional borrowings of $6.7 million from the Federal Home
Loan Bank.

Current regulations require the Corporation's subsidiary,  First Federal Savings
Bank, to maintain  minimum  specific levels of liquid assets,  (currently 5%) of
cash and eligible investments to the savings deposits and short-term borrowings.
At March 31, 1997,  the Bank's liquid  assets were 8.01% of its liquidity  base.
The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $5.0  million at March 31,  1997) and any  declines  in  customer  deposits
through  additional  advances from the FHLB. At March 31, 1997,  the Bank has an
unused approved line of credit in the amount of $8.6 million,  and the potential
to significantly  increase its indebtedness with the FHLB, if necessary,  due to
the Bank's strong financial condition.

The Office of Thrift Supervision's  capital regulations require the Bank to meet
three capital standards. As indicated below, the Bank substantially exceeded the
regulatory requirements for each category at March 31, 1997.



                                            (Dollars in thousands)
                                   Tangible          Core        Risk-weighted
                                   --------          ----        -------------
Actual capital                   $  44,363       $  44,363       $  46,094

Regulatory requirement               5,516          11,032          18,780
                                   --------       ---------       ---------
Excess                           $  38,847       $  33,331       $  27,314
                                   ========       =========       =========


REGULATORY MATTERS
------------------
The Bank  insures  its  customers'  deposits  through  the  Savings  Association
Insurance  Fund  ("SAIF").  On September  30, 1996,  Federal  Deposit  Insurance
Corporation  ("FDIC")  legislation was signed into law to recapitalize the SAIF.
As was anticipated, all SAIF-insured savings institutions were required to pay a
one-time special assessment of $.657 for every $100 of customer  deposits.  This
has  resulted  in a charge to  earnings  of  $1,095,000,  net of tax  during the
quarter  ended  September  30, 1996.  On January 1, 1997,  the Bank began paying
insurance  premiums  of $.064 per $100 of  deposits  as  compared  to a previous
premium of $.23 per $100 of deposits. The reduced premium will contribute


                                        9

<PAGE>



approximately $285,000, net of tax to future annual earnings.

Recent  legislation  will require the Bank to change its method of computing bad
debt deductions for income tax purposes,  effective July 1, 1996. Formerly,  the
Bank was permitted a bad debt deduction in the amount of 8% pre-tax income.  The
annual deductions created a bad debt reserve for income tax purposes. Conversion
from a thrift  charter to a commercial  bank charter  would have  triggered  the
recapture of the reserve, resulting in approximately $4 million of income taxes.
The new law has eliminated  this income tax cost upon conversion to a commercial
bank charter.  Although  recapture of the post-1987 reserve will occur, the Bank
has previously  deferred the related tax consequences and therefore will have no
material effect on future earnings of the Bank.





                                       10

<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY



Part II. Other Information

                  Item 1.  Legal Proceedings
                                    Not Applicable

                  Item 2.  Changes in Securities
                                    Not Applicable

                  Item 3.  Defaults Upon Senior Securities
                                    Not Applicable

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

                  Item 5.  Other Information
                                    Not Applicable

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




                                       11

<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:  May 13, 1997                         BY:  (S) B. Keith Johnson
                                                 ----------------------
                                                     B. Keith Johnson
                                                     Executive Vice President


DATE:  May 13, 1997                         BY:  (S) Richard L. Muse
                                                 ---------------------
                                                     Richard L. Muse
                                                     Assistant Vice President,
                                                     Comptroller





                                       12
<PAGE>