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, 1996

                                       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 January 31, 1996
            -----------         ------------------------------------

            Common Stock                   4,171,971  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 December 31, 1996 (Unaudited) and June 30, 1996.          3

            Consolidated Statements of Income for the Three Months
            and Six Months Ended December 31, 1996 and 1995
            (Unaudited).                                                 4

            Consolidated Statements of Cash Flows for the Six
            Months Ended December 31, 1996 and 1995 (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

                                                 December 31,       June 30,
          ASSETS                                    1996              1996
          ------                                    --------------------
                                                  (unaudited)                
<S>                                              <C>               <C>  
Cash                                             $   8,544,498      8,407,735
Interest bearing deposits                                  --       7,752,537
Securities:
     Securities held-to-maturity                    17,790,077     11,993,796
     Securities available-for-sale                   4,840,356      4,748,417
      (Total securities fair value $23,103,148
       at December 31, 1996; $17,086,603
       at June 30, 1996)
Loans receivable, net                              318,284,338     302,363,297
Real estate owned:
     Acquired through foreclosure                      378,340         375,392
     Held for development                                687,261         505,261
Investment in Federal Home Loan Bank stock           2,681,700       2,589,900
Premises and equipment                               9,984,986       9,684,167
Other assets                                           731,241         986,260
Excess of cost over net assets of
     affiliate purchased                             3,144,517       3,264,553
                                                   -----------      ----------

     Total Assets                                $ 367,067,314   $ 352,671,315
                                                 =============   =============

LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities:
  Savings deposits                               $ 266,991,907   $ 264,945,744
  Advances from Federal Home Loan Bank              45,724,944      34,979,079
  Accrued interest payable                             310,308         218,284
  Accounts payable and other liabilities             3,107,886       1,099,293
  Deferred income taxes                                945,557       1,482,470
                                                 --------------   ------------

     Total Liabilities                             317,080,602     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 4,182,018 shares on 
      December 31, 1996 and 4,208,490 shares
      on June 30, 1996                               4,182,018       4,208,490
  Additional paid-in capital                         4,823,304       5,466,700
  Retained earnings - substantially restricted      40,227,345      39,509,189
  Net unrealized holding gain on securities 
      available-for-sale, net of tax                   754,045         762,066
                                                 --------------    ------------

     Total Stockholders' Equity                     49,986,712      49,946,445
                                                 --------------    ------------
     Total Liabilities & Stockholders' Equity    $ 367,067,314   $ 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        Six Months Ended
                                    December 31,             December 31,
                                  1996       1995         1996         1995
<S>                           <C>         <C>          <C>          <C>         
Interest income:
   Interest on loans          $6,683,488  $6,277,273   $13,191,837  $12,361,494
   Interest and dividends
     on investments and 
     deposits                    449,395     438,235       893,716      892,420
                              ----------  ----------   -----------   ----------
      Total interest income    7,132,883   6,715,508    14,085,553   13,253,914
                              ----------  ----------   -----------   ----------
Interest expense:
   Savings deposits            2,990,636   3,019,260     5,963,664    5,991,457
   Federal Home Loan Bank 
     advances                    591,268     460,079     1,101,833      821,670
                              ----------  ----------   -----------   ----------
      Total interest expense   3,581,904   3,479,339     7,065,497    6,813,127
                              ----------  ----------   -----------   ----------
   Net interest income         3,550,979   3,236,169     7,020,056    6,440,787
   Provision for loan losses         --          --        200,000          --
                              ----------  ----------   -----------   ----------

       Net interest income 
       after provision for
       loan losses             3,550,979   3,236,169     6,820,056    6,440,787
                              ----------  ----------   -----------   ----------
Other income:
   Customer service fees
   on deposit accounts           290,171     287,403       611,076      518,055
   Other income                  207,097     219,785       430,164      428,727
   Gain on sale of investment     (6,000)    231,956       316,927      543,054
                              ----------  ----------   -----------   ----------
       Total other income        491,268     739,144     1,358,167    1,489,836
                              ----------   ---------   -----------   ----------

Other expense:
  Employee compensation 
    and benefits                 857,613     813,608     1,744,126    1,584,393
  Office occupancy and
    equipment expense            211,725     171,727       442,285      359,007
  Federal insurance 
    premiums (Note 2)            118,589     147,861     1,927,428      292,981
  Marketing and advertising      103,393     100,181       201,704      171,403
  Outside services and 
    data processing              148,049     160,187       302,949      289,235
  State franchise tax             73,994      69,786       144,788      138,326
  Other expense                  434,561     409,711       877,939      841,635
                              ----------  ----------   -----------   ----------
     Total other expense       1,947,924   1,873,061     5,641,219    3,676,980
                              ----------  ----------   -----------   ----------

Income before taxes            2,094,323   2,102,252     2,537,004    4,253,643
Income taxes                     707,668     724,249       865,118    1,442,339
                              ----------  ----------   -----------   ----------

Net Income                    $1,386,655  $1,378,003   $ 1,671,886   $2,811,304
                              ==========  ==========   ===========   ==========

Net income per share 
 of common stock                   $0.33       $0.33         $0.40        $0.66
                                   =====       =====         =====        =====
Dividends per share 
 of common stock                   $0.12       $0.11         $0.24        $0.22
                                   =====       =====         =====        =====
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
                                                        Six Months Ended
                                                           December 31,
                                                       1996            1995
<S>                                               <C>             <C>
Operating Activities:
   Net income                                     $  1,671,886    $  2,811,304
   Adjustments to reconcile
   net income to net cash 
   provided by operating 
   activities:
    Provision for loan losses                          200,000              --
    Provision for depreciation                         257,431         228,910
    Net change in deferred loan fees and costs          83,830          79,526
    Federal Home Loan Bank stock dividends             (91,800)        (85,900)
    Amortization of discounts on
     securities held-to-maturity                       (71,091)        (62,526)
    Amortization of acquired intangible assets         120,036         120,036
    Gain on sale of investments 
     available-for-sale                               (316,927)       (543,054)
    Increase (Decrease) in interest payable             92,024         (52,734)
    Decrease in other assets                           255,019         517,985
    Increase in accounts payable
     and other liabilities                           1,471,680         432,754
                                                  ------------    ------------

 Net cash provided by operating activities           3,672,088       3,446,301
                                                  ------------    ------------

Investing Activities:
     Sale of securities available-for-sale             335,111         571,965
     Purchases of securities available-for-sale       (100,215)        (99,118)
     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                                 274,811         244,368
     Net increase in loans to customers            (16,573,888)    (11,427,422)
     Purchases of premises and equipment              (558,250)       (115,480)
     Sales of real estate acquired in settlement
       of loans                                        399,839          23,000
     Increase in real estate held for development     (182,000)         (2,907)
                                                  ------------    ------------

 Net cash used in investing activities             (22,404,592)     (9,805,594)
                                                  ------------    ------------ 

Financing Activities:
     Advances from Federal Home Loan Bank           10,745,865      10,821,731
     Net Increase (Decrease) in customer savings
       deposits                                      2,046,163      (2,343,006)
     Dividends paid                                 (1,005,430)       (933,139)
     Proceeds from stock options exercised              60,543          60,551
     Common stock repurchased                         (730,411)       (415,280)
     Repayment of advance to ESOP                         --           126,537
                                                  ------------    ------------

 Net cash provided by financing activities          11,116,730       7,317,394
                                                  ------------    ------------

 Increase (Decrease) in cash and cash equivalents   (7,615,774)        958,101
 Cash and cash equivalents, beginning of year       16,160,272      13,864,501
                                                  ------------    ------------

 Cash and cash equivalents, end of period         $  8,544,498     $14,822,602
                                                  ============     ===========

 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
      Elizabethtown ("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  December  31, 1996 and the results of its
      operations  and its cash flows for the three  month and six month  periods
      then ended. All such adjustments were of a normal recurring nature.

      The results of operations  for the three month and six month periods ended
      December 31, 1996 and 1995 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:  4,186,608 shares and 4,233,176 shares issued and outstanding
      for the three month periods ended December 31, 1996 and 1995 respectively,
      and 4,196,340 shares 4,235,209 shares issued and outstanding for the six
      month periods ended December 31, 1996 and 1995 respectively.  Common stock
      equivalents have not been used in computing net income per share because
      their effect share 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 distributed 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 six month periods  ending,  December 31,
1996.  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  December 31, 1996 vs. 1995 - Net income was $1,386,655
or $0.33 per share for the three  month  period  ended  December  31,  1996,  as
compared  to  $1,378,003  or $0.33 per share  for the same  period in 1995.  The
following  discussion  outlines the material  differences in income and expenses
for the three month period ended December 31, 1996, as compared to 1995.

Net  interest  income  increased  by $314,810 in 1996 as compared to 1995.  This
increase  was due to the strong  growth of the Bank's  loan  portfolio  and a 11
basis point  improvement  in the net  interest  margin.  The Bank's net interest
margin for the 1996 period  increased to 4.08% as compared to 3.97% for the 1995
quarter.  The  Corporation's  cost of funds decreased by 19 basis points in 1996
compared  to  1995,  due to  customer's  transferring  deposits  from  long-term
maturities to short-term.

Average  interest-earning  assets increased by $18 million from $324 million for
the 1995 period to $342  million  for the 1996  period.  Average  loans were $23
million higher and averaged $316 million during 1996, while the average yield on
loans decreased by 10 basis points to 8.39%.

Average  interest-bearing  liabilities  increased  by $21  million to an average
balance of $310 million for the 1996 period.  Customer  deposits  averaged  $267
million  during 1996,  an increase of $11 million  compared to the 1995 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 $491,268 for the three months ended December 31, 1996, as
compared to $739,144 for the 1995 period,  a decrease of $247,876.  The decrease
in   income   is   primarily   attributable   to  the  fact  that  no  sales  of
available-for-sale  securities took place during the 1996 period compared to the
1995 period.  Other sources of  miscellaneous  income,  such as government  loan
income decreased due to the lower loan volume generated by the Bank's government
lending  team.

Total other  expense was  $1,947,924  for the three month period ended
December 31, 1996, as compared to $1,873,061 for the 1995 period.  This 4%
increase  of $74,863  was  primarily  due to the Bank's  opening of a new branch
office in the Elizabethtown  Wal-Mart  Supercenter  which became  operational in
July 1996,  resulting  in an increase of $58,000 in  operating  expenses for the
1996 quarter. The rest of the increase was attributable to expanded services and
products  offered to  customers.  FDIC  premiums were $29,272 lower this quarter
versus the 1995 quarter due to the SAIF special  assessment  reducing the normal
prepaid quarterly premium.



                                       7

<PAGE>

Six Month Period Ended December 31, 1996 vs. 1995 - Net income was $1,671,886 or
$0.40 per share for the six month period ended December 31, 1996, as compared to
$2,811,304  or $0.66 per share for the same  period  in 1995.  The  decrease  in
earnings is primarily  attributable to the one-time  special  assessment of $1.7
million  ($1.1  million,  net of tax) to  recapitalize  the Savings  Association
Insurance Fund ("SAIF").  Beginning  January 1, 1997, the Bank will benefit from
reduced premiums to the FDIC of approximately  $430,000 annually ($285,000,  net
of tax). See further discussion under "Regulatory Matters".

Net interest income increased by $579,269 in 1996 as compared to 1995 due to the
Bank's  strong loan growth and a 7 basis point  improvement  in the net interest
margin. Average  interest-earning assets increased by $19 million during the six
months ended December 31, 1996 compared to the 1995 period as average loans grew
by $22 million. Average interest-bearing liabilities increased by $20 million to
an average  balance of $306 million for the 1996 period,  while the average cost
of funds  decreased by 15 basis  points  during the  comparative  periods due to
lower rates paid on short-term customer deposits.


Total other income was $1,358,167 for the six months ended December 31, 1996, as
compared to $1,489,836 for the 1995 period, a decrease of $131,669. The decrease
was due to the fact that no gains were recorded on sales of  investments  during
the second quarter of 1996.  Customer service fees on deposit accounts increased
by $93,000 during the 1996 period due to a growth in customer  checking accounts
and an increase in customer service fees.

Total other expense was  $5,641,219  for the six months ended December 31, 1996,
as compared to $3,676,980 for the 1995 period,  an increase of  $1,964,239.  The
increase  is a result  of the SAIF  special  assessment  recorded  in the  first
quarter  of 1996.  Costs  attributable  to the new  branch in the  Elizabethtown
Wal-Mart  Supercenter  were  approximately  $120,000 during the six month period
ended December 31, 1996. All other expenses  increased by approximately  10% for
the 1996 period as compared to the same period in 1995,  primarily from expanded
services and products offered to customers and to accommodate loan growth.


                                       8

<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 six  month  period  ended  December  31,  1996,
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 57% of the Bank's delinquent
loans are secured by one-to-four-family residences at December 31, 1996.




                                         Three Months Ended     Six Months Ended
                                             December 31,          December31,

                                        1996           1995      1996      1995
                                        ----           ----      ----     -----

                                                (Dollars in thousands)


Allowance for loan losses:

   Balance, beginning of period        $ 1,785    $ 1,656    $ 1,613    $ 1,662
   Provision for loan losses               --         --         200        --
   Charge-offs                             (33)       (14)       (60)       (20)
   Recoveries                               20         --         19        --
                                       -------    -------    -------    -------

   Balance, end of period              $ 1,772    $ 1,642    $ 1,772    $ 1,642
                                       =======    =======    =======    =======

Net loans outstanding at quarter end                        $318,284   $294,215
Non-performing loans at quarter end:
   Collaterized by one-to-four family
       homes                                                    $971       $658
   Other non-performing loans                                   $343       $467

Ratios:
   Non-performing loans to total loans                          .41%       .38%
   Allowance for loan losses to non-
       performing loans                                         135%       146%
    Allowance for loan losses to net loans                      .57%       .56%
   Non-performing assets to total assets                        .46%       .43%




                                       9
<PAGE>



Liquidity & Capital Resources
Loan demand  continued  to be strong  during the six months  ended  December 31,
1996, as net loans grew by $15.9  million to $318.3  million,  a 10%  annualized
growth.  Deposits  increased  by  $2.0  million  during  the six  month  period,
primarily in customer  accounts  with  maturity  terms under one year.  The loan
growth was funded by  additional  borrowings  of $10.7  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 December 31, 1996, the Bank's liquid assets were 6.84% of its liquidity base.
The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $4.4 million at December  31,  1996) and any declines in customer  deposits
through additional advances from the FHLB. At December 31, 1996, the Bank has an
unused approved line of credit in the amount of $6.5 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 December 31, 1996.


                                             (Dollars in thousands)



                                  Tangible            Core       Risk-Weighted
Actual capital
                                  $ 44,753         $ 44,753          $ 46,500
Regulatory requirement
                                   5,403             10,806           18,874
                                  -------           -------          -------

Excess                            $ 39,350          $ 33,947         $ 27,626
                                 =========         =========        =========


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.  Future earnings  accruing from a reduced rate
in the deposit insurance premium should more than offset the special  assessment
over a period of time. On January 1, 1997, the Bank will begin 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  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
                         The Corporation's Board of Directors authorized a six
                         month extension of its stock repurchase program which
                         expired on January 18, 1997.

            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:  February 11, 1997               BY:  (S) B. Keith Johnson
                                          ----------------------
                                          B. Keith Johnson
                                          Executive Vice President


DATE:  February 11, 1997               BY:  (S) M. Dennis Young
                                          ---------------------
                                          M. Dennis Young
                                          Senior Vice President,
                                          Chief Financial Officer & Comptroller


                                       12
<PAGE>