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:    September 30, 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
                                  -------------
              (Registrant's telephone number, including area code)

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

Yes    X     No
                      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 October 31, 1996
            -----------         ------------------------------------

            Common Stock                 4,185,826  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 September 30, 1996 (Unaudited) and June 30, 1996.        3

            Consolidated Statements of Income for the Three Months
            Ended September 30, 1996 and 1995
            (Unaudited).                                                4

            Consolidated Statements of Cash Flows for the Three
            Months Ended September 30, 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

                                                             September 30,              June 30,
           ASSETS                                                1996                     1996
          --------                                          ---------------            ---------- 
                                                              (unaudited)
<S>                                                         <C>                   <C>

Cash                                                        $    5,638,065        $    8,407,735
Interest bearing deposits                                        1,463,940             7,752,537
Securities:
     Securities held-to-maturity                                17,828,911            11,993,796
     Securities available-for-sale                               4,664,119             4,748,417
       (Total securities fair value: $22,881,544 at
        September 30, 1996; $17,086,603 at June 30, 1996)
Loans receivable, net                                          310,096,728           302,363,297
Real estate owned:
    Acquired through foreclosure                                   240,549               375,392
    Held for development                                           505,261               505,261
Investment in Federal Home Loan Bank stock                       2,635,400             2,589,900
Premises and equipment                                           9,847,726             9,684,167
Other assets                                                     1,155,400               986,260
Excess of cost over net assets of affiliate purchased            3,204,535             3,264,553
                                                                 ---------             ---------
                                                             
      Total Assets                                           $ 352,671,315         $ 357,280,634
                                                             =============         =============

LIABILITIES & STOCKHOLDERS' EQUITY                                                                  
Liabilities:
 Savings deposits                                            $ 264,197,524         $ 264,945,744
 Advances from Federal Home Loan Bank                           39,774,858            34,979,079
 Accrued interest payable                                          272,152               218,284
 Accounts payable and other liabilities                          2,911,738             1,099,293
 Deferred income taxes                                             817,338             1,482,470
                                                                   -------             ---------
                                                               
      Total Liabilities                                        307,973,610           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 4,196,569
      shares on September 30, 1996 and 4,208,490 shares
       on June 30, 1996                                          4,196,569             4,208,490
 Additional paid-in capital                                      5,095,013             5,466,700
 Retained earnings - substantially restricted                   39,344,332            39,509,189
 Net unrealized holding gain on securities available-for-sale,
    net of tax                                                     671,110               762,066
                                                                   -------               -------

       Total Stockholders' Equity                               49,307,024            49,946,445
                                                                ----------            ----------

       Total Liabilities & Stockholders' Equity              $ 357,280,634         $  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
                                                           September 30,
                                                         1996         1995
                                                         ----         ----
 <S>                                                   <C>          <C>

 Interest income:
  Interest on loans                                   $6,508,349   $  6,084,222
  Interest and dividends on
    investments and deposits                             444,401        454,185
                                                         -------        -------
                                                    
    Total interest income                              6,952,750      6,538,407
                                                       ---------      ---------
                                                    
Interest expense:
  Savings deposits                                     2,973,028      2,972,198
  Federal Home Loan Bank advances                        510,564        361,591
                                                         -------        -------                                                    
    Total interest expense                             3,483,592      3,333,789
                                                       ---------      ---------

Net interest income                                    3,469,158      3,204,618
Provision for loan losses                                200,000              0
                                                         -------              -                                               
    Net interest income after
     provision for loan losses                         3,269,158      3,204,618
                                                       ---------      ---------                                                    
Other income:
 Customer service fees on deposit accounts               320,905        230,654
 Other income                                            223,067        208,942
 Gain on sale of investment                              322,927        311,097
                                                         -------        -------                                                   
    Total other income                                   866,899        750,693
                                                         -------        -------                                                     
Other expense:
 Employee compensation and benefits                      886,513        770,785
 Office occupancy and equipment expense                  230,559        212,621
 Federal insurance premiums (Note 2)                   1,808,839        145,120
 Marketing and advertising                                98,311         71,221
 Outside services and data processing                    154,901        156,070
 State franchise tax                                      70,794         68,540
 Other expense                                           443,379        379,562
                                                         -------        -------                                                     
    Total other expense                                3,693,296      1,803,919
                                                       ---------      ---------                                                     
Income before taxes                                      442,761      2,151,392
Income taxes                                             155,650        718,090
                                                     -----------    -----------
Net income                                           $   287,111   $  1,433,302
                                                     ===========   ============
Net income per share of common stock                     $  0.07        $  0.34
                                                         =======        =======
Dividends per share of common stock                      $  0.12        $  0.11
                                                         =======        =======
</TABLE>

 See notes to consolidated financial statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>



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

                                                       Three Months Ended
                                                          September 30,
                                                         1996         1995
                                                         ----         ----
<S>                                                 <C>            <C>
Operating Activities:
  Net income                                        $   287,111    $  1,433,302
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Provision for loan losses and real estate owned     200,000               0
    Provision for depreciation                          113,950         113,424
    Net change in deferred loan fees and costs           41,801          38,653
    Federal Home Loan Bank stock dividends              (45,500)        (42,600)
    Amortization of discounts on securities held-to-
      maturity                                          (32,376)        (35,871)
    Amortization of acquired intangible assets           60,018          60,018
    Gain on sale of investments available-for-sale     (322,927)       (311,097)
    Increase in interest payable                         53,868          61,189
    Increase in other assets                           (169,140)       (502,371)
    Increase in accounts payable and other
      liabilities                                     1,147,313       1,147,895
                                                      ---------       ---------
 Net cash provided by operating activities            1,334,118       1,962,542
                                                     -----------     ----------

Investing Activities:
    Sale of securities available-for-sale               335,111         328,160
    Purchases of securities available-for-sale          (17,463)        (49,727)
    Purchases of securities held-to-maturity         (6,000,000)              0
    Principal collections on securities held-to-
      maturity                                          197,261          47,081
    Net increase in loans to customers               (7,925,086)     (6,366,071)
    Purchases of premises and equipment                (277,509)        (59,564)
    Sales of real estate acquired in settlement of
      loans                                             134,938               0
                                                    ------------     -----------

Net cash used in investing activities               (13,552,748)     (6,100,121)
                                                   -------------     -----------

Financing Activities:
  Advances from Federal Home Loan Bank                4,795,779       5,971,598
  Net decrease in customer savings
     deposits                                          (748,220)     (2,712,416)
  Dividends paid                                       (503,588)       (465,704)
  Proceeds from stock options exercised                  60,543          12,749
  Common stock repurchased                             (444,151)        (58,500)
  Advances to ESOP                                            0        (148,492)
                                                     -----------     -----------

Net cash provided by financing activities             3,160,363       2,599,235
                                                    -----------     -----------

Decrease in cash and cash equivalents                (9,058,267)     (1,538,344)
Cash and cash equivalents, beginning of year         16,160,272      13,864,501
                                                     ----------      ----------
Cash and cash equivalents, end of period           $  7,102,005   $  12,326,157
                                                   =============   =============
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  September  30, 1996 and the results of its
      operations  and its cash flows for the three month period then ended.  All
      such adjustments were of a normal recurring nature.

      The results of operations  for the three month period ended  September 30,
      1996 are not necessarily indicative of the results for the full year.

      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  will be
      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:  4,206,130 shares and 4,238,160 shares issued and outstanding
      for  the  three  month  periods   ended   September  30,  1996  and  1995,
      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 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 period  ending,  September  30,  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
Net income was $287,111 or $.07 per share for the three  months ended  September
30,  1996,  as compared to  $1,433,302  or $.34 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 $264,540 in 1996 as compared to 1995.  This
increase was due to the strong growth of the Bank's loan portfolio and a 3 basis
point improvement in the net interest margin. The Bank's net interest margin for
the 1996 period  increased  to 4.06% as compared to 4.03% for the 1995  quarter.
The Corporation's cost of funds decreased by 10 basis points in 1996 compared to
1995, due to lower rates paid on short-term customer deposits.

Average  interest-earning  assets increased by $20 million from $315 million for
the 1995 period to $335  million  for the 1996  period.  Average  loans were $21
million higher and averaged $308 million during 1996, while the average yield on
loans stayed the same at 8.39%.

Average  interest-bearing  liabilities  increased  by $20  million to an average
balance of $302 million for the 1996 period.  Customer  deposits  averaged  $264
million during 1996, an increase of $7 million compared to the 1995 quarter. The
remaining  $13  million  increase  in  interest-bearing  liabilities  was due to
borrowings  from the  Federal  Home Loan Bank to help  finance  the Bank's  loan
growth.

Total other income was $866,899 for the three months ended  September  30, 1996,
as compared to $750,693 for the 1995 period,  an increase of $116,206.  Customer
service fees charged on deposit accounts increased by $90,251 during 1996 due to
a growth in customer checking accounts and an increase in customer service fees.
Gains  from the sale of  available-for-sale  securities  were  $322,927  in 1996
versus $311,097 in 1995, an increase of $11,830.  Other sources of miscellaneous
income,  such as safety  deposit  box  rental,  loan  fees,  and other  customer
transaction  fees  increased  by $14,125 due to growth in deposit  relationships
with existing customers.

                                        7

<PAGE>




Total other expense was  $3,693,296  for the three month period ended  September
30,  1996,  as compared  to  $1,803,919  for the 1995  period.  The  increase of
$1,889,377  was  primarily  due to the  one-time  expense  of  $1.7  million  to
recapitalize the SAIF. Also,  during July, 1996, the Bank opened a new branch in
the Elizabethtown  Wal-Mart  Supercenter,  resulting in an increase in operating
expenses  of  $62,000  for  the  1996  quarter.  The  rest of the  increase  was
attributable to expanded services and products offered to customers.

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 September 30, 1996, management chose
to  add  $200,000  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  65%  of  the  Bank's
non-performing  assets are  collateralized  by one-to-four  family residences at
September 30, 1996.


                                                          Three Months Ended
                                                             September 30,
                                                             -------------
                                                           1996         1995
                                                           ----         ----
                                                         (Dollars in thousands)
Allowance for loan losses:
    Balance, July 1                                      $ 1,613     $  1,662
    Provision for loan losses                                200            0
    Charge-offs                                              (28)          (6)
                                                         --------    ---------

    Balance, June 30                                     $  1,785     $  1,556
                                                         ==========   ==========

Net loans outstanding at quarter end                   $  310,097   $  288,672
Non-performing loans at quarter end:
    Collaterized by one-to-four family homes                1,101          548
    Other non-performing loans                                358          230
Ratios:
    Non performing loans to total loans                       .47%         .27%
    Allowance for loan losses to non-performing loans         122%         200%
    Allowance for loan losses to net loans                    .58%         .54%
    Non-performing assets to total assets                     .48%         .29%




                                        8

<PAGE>



Liquidity & Capital Resources
Loan demand  continued to be strong during the quarter ended September 30, 1996,
as net loans grew by $7.7  million to $310  million,  a 10%  annualized  growth.
Deposits  declined by $748,220  during the 1996  quarter,  primarily in passbook
savings accounts as customers continue to seek alternative  investments yielding
higher  rates of return.  The loan growth and decline in deposits  was funded by
additional  borrowings  of $5 million from the Federal Home Loan Bank during the
1996 quarter.

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 September  30, 1996,  the Bank's  liquid  assets were 7.23% of its  liquidity
base.  The Bank  intends  to  continue  to fund loan  growth  (outstanding  loan
commitments  were $3.9  million  at  September  30,  1996) and any  declines  in
customer  deposits through  additional  advances from the FHLB. At September 30,
1996,  the Bank had an unused  approved  line of  credit  in the  amount of $6.3
million,  and the potential to significantly  increase its indebtedness with the
FHLB, if necessary, due to its strong financial condition.

The Office of Thrift Supervision's capital regulations requires the Bank to meet
three capital standards. As indicated below, the Bank substantially exceeded the
regulatory requirements for each category at September 30, 1996.


                                                (Dollars in thousands)
                                         Tangible       Core     Risk-weighted
                                         --------       ----     -------------
Actual capital                          $  44,291     $  44,291      $  46,060

Regulatory requirement                      5,298        10,596         17,322
                                       ----------     ---------      ---------

Excess                                  $  38,993     $  33,695      $  28,738
                                        =========     =========      =========


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 will be 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.





                                        9

<PAGE>



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:  November 12, 1996                  BY:  (S) B. Keith Johnson
                                               ----------------------
                                          B. Keith Johnson
                                          Executive Vice President


DATE:  November 12, 1996                  BY: (S) M. Dennis Young
                                             ----------------------
                                          M. Dennis Young
                                          Senior Vice President,
                                          Chief Financial Officer & Comptroller


                                       12

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