FORM 10-QSB

                       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, 1998
                               ----------------------------------------

                                       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 No.     0-27916

                            FFD FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

        Ohio                                                 34-1921148
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                       Identification Number)

321 North Wooster Avenue
Dover, Ohio                                                   44622
(Address of principal                                       (Zip Code)
executive office)

Registrant's telephone number, including area code: (330)  364-7777

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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


As of May 12,  1998,  the  latest  practicable  date,  1,445,350  shares  of the
registrant's common stock, without par value, were issued and outstanding.









                               Page 1 of 17 pages

<PAGE>



                                      INDEX

                                                                       Page

PART I   -  FINANCIAL INFORMATION

               Consolidated Statements of Financial Condition             3

               Consolidated Statements of Earnings                        4

               Consolidated Statements of Cash Flows                      5

               Notes to Consolidated Financial Statements                 7

               Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                                10


PART II  -  OTHER INFORMATION                                            16

SIGNATURES                                                               17






























                                        2



<PAGE>


                            FFD Financial Corporation

<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                            March 31,            June 30,
         ASSETS                                                                  1998                1997
<S>                                                                             <C>                   <C>
Cash and due from banks                                                      $    833             $   533
Interest-bearing deposits in other financial institutions                      11,623               3,547
                                                                              -------              ------
         Cash and cash equivalents                                             12,456               4,080

Investment securities available for sale - at market                            1,607               9,924
Investment securities - at amortized cost, approximate
  market value of $990 and $1,459 as of March 31,
  1998 and June 30, 1997                                                          975               1,469
Mortgage-backed securities available for sale - at market                       6,571               7,944
Mortgage-backed  securities - at  amortized  cost,  approximate
  market value of $8,527 and $7,304 as of March 31,
  1998 and June 30, 1997                                                        8,353               7,165
Loans receivable - net                                                         67,365              55,504
Office premises and equipment - at depreciated cost                             1,409                 865
Federal Home Loan Bank stock - at cost                                            917                 642
Accrued interest receivable                                                       238                 267
Prepaid expenses and other assets                                                 213                 140
                                                                              -------              ------

         Total assets                                                        $100,104             $88,000
                                                                              =======              ======

         LIABILITIES AND SHAREHOLDER' EQUITY

Deposits                                                                     $ 60,625             $57,090
Advances from the Federal Home Loan Bank                                       16,420               8,382
Accrued interest payable                                                          113                  82
Other liabilities                                                                 250                 340
Accrued federal income taxes                                                      172                 609
Deferred federal income taxes                                                     222                  17
                                                                              -------              ------
         Total liabilities                                                     77,802              66,520

Shareholders' equity
  Common shares - authorized 5,000,000 shares without par or
    stated value, 1,454,750 shares issued and outstanding                          -                   -
  Additional paid-in capital                                                   14,209              14,137
  Retained earnings - restricted                                                9,215               8,957
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                    433                  20
  Shares acquired by stock benefit plans                                       (1,410)             (1,634)
  Less 9,400 shares of treasury stock - at cost                                  (145)                 -
                                                                              -------              -----
         Total shareholders' equity                                            22,302              21,480
                                                                              -------              ------

         Total liabilities and shareholders' equity                          $100,104             $88,000
                                                                              =======              ======
</TABLE>




                                        3



<PAGE>


                            FFD Financial Corporation

<TABLE>
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                         For the nine months         For the three months
                                                                           ended March 31,              ended March 31,
                                                                         1998         1997            1998         1997
<S>                                                                       <C>          <C>             <C>          <C>
Interest income
  Loans                                                                $3,489       $2,794          $1,229       $  952
  Mortgage-backed securities                                              764          932             254          310
  Investment securities, interest-bearing
    deposits and other                                                    574          650             197          212
                                                                        -----        -----           -----        -----
         Total interest income                                          4,827        4,376           1,680        1,474

Interest expense
  Deposits                                                              2,081        1,937             687          642
  Borrowings                                                              475          366             210          125
                                                                        -----        -----           -----        -----
         Total interest expense                                         2,556        2,303             897          767
                                                                        -----        -----           -----        -----

         Net interest income                                            2,271        2,073             783          707

Other income (loss)
  Loss on sale of investment securities                                    -            (6)             -            (6)
  Loss on sale of mortgage-backed securities                               -           (37)             -           (37)
  Other operating                                                          56           41              21           15
                                                                        -----        -----           -----        -----
         Total other income (loss)                                         56           (2)             21          (28)

General, administrative and other expense
  Employee compensation and benefits                                      753          594             282          189
  Occupancy and equipment                                                 138           87              53           31
  Federal deposit insurance premiums                                       25          383               7            9
  Franchise taxes                                                         143           98              70           42
  Other operating                                                         432          314             143          122
                                                                        -----        -----           -----        -----
         Total general, administrative and other expense                1,491        1,476             555          393
                                                                        -----        -----           -----        -----

         Earnings before income taxes                                     836          595             249          286

Federal income taxes
  Current                                                                 292          181             250           95
  Deferred                                                                 (9)          14            (166)          (1)
                                                                        -----        -----           -----        -----
         Total federal income taxes                                       283          195              84           94
                                                                        -----        -----           -----        -----

         NET EARNINGS                                                  $  553       $  400          $  165       $  192
                                                                        =====        =====           =====        =====

         EARNINGS PER SHARE
           Basic                                                         $.41         $.30            $.12         $.14
                                                                          ===          ===             ===          ===

           Diluted                                                       $.40         $.30            $.12         $.14
                                                                          ===          ===             ===          ===
</TABLE>


                                        4



<PAGE>


                            FFD Financial Corporation

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended March 31,
                                 (In thousands)

                                                                            1998              1997
<S>                                                                         <C>                <C>
Cash flows from operating activities:
  Net earnings for the period                                            $   553           $   400
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                        24                 5
    Amortization of deferred loan origination fees                           (61)              (40)
    Depreciation and amortization                                             78                37
    Amortization expense of stock benefit plans                              297                -
    Federal Home Loan Bank stock dividends                                   (39)              (32)
    Loss on sale of investment securities                                     -                  6
    Loss on sale of mortgage-backed securities                                -                 37
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                             29              (133)
      Prepaid expenses and other assets                                      (73)               22
      Accrued interest payable                                                31                84
      Other liabilities                                                      (90)              149
      Federal income taxes
        Current                                                             (437)               30
        Deferred                                                              (9)               14
                                                                          ------            ------
         Net cash provided by operating activities                           303               579

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                         12,929             1,000
  Proceeds from sale of investment securities                              6,430               994
  Purchase of investment securities                                       (9,925)               -
  Proceeds from sale of mortgage-backed securities                            -              3,970
  Purchase of mortgage-backed securities                                  (1,996)           (9,711)
  Principal repayments on mortgage-backed securities                       2,161             2,748
  Purchase of Federal Home Loan Bank stock                                  (236)               -
  Loan principal repayments                                               10,045             6,905
  Loan disbursements                                                     (21,845)          (11,343)
  Purchase of office premises and equipment                                 (622)             (339)
                                                                          ------            ------
         Net cash used in investing activities                            (3,059)           (5,776)
                                                                          ------            ------

         Net cash used in operating and investing
           activities (subtotal carried forward)                          (2,756)           (5,197)
                                                                          ------            ------
</TABLE>





                                        5


<PAGE>


                            FFD Financial Corporation

<TABLE>
<CAPTION>
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended March 31,
                                 (In thousands)

                                                                              1998              1997
<S>                                                                            <C>               <C>
         Net cash used in operating and investing
           activities (subtotal brought forward)                           $(2,756)          $(5,197)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                           3,535             2,461
  Proceeds from Federal Home Loan Bank advances                             11,950             4,600
  Repayment of Federal Home Loan Bank advances                              (3,912)           (1,202)
  Purchase of shares for recognition and retention plan                         -               (494)
  Purchase of treasury shares                                                 (154)               -
  Dividends on common shares                                                  (295)             (218)
  Proceeds from exercise of stock options                                        8                -
                                                                            ------            -----
         Net cash provided by financing activities                          11,132             5,147
                                                                            ------            ------

Net increase (decrease) in cash and cash equivalents                         8,376               (50)

Cash and cash equivalents at beginning of period                             4,080             2,698
                                                                            ------            ------

Cash and cash equivalents at end of period                                 $12,456           $ 2,648
                                                                            ======            ======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                   $   625           $   168
                                                                            ======            ======

    Interest on deposits and borrowings                                    $ 2,525           $ 2,219
                                                                            ======            ======

Supplemental disclosure of noncash investing activities:
  Unrealized gains on securities designated as available for
    sale, net of related tax effects                                       $   413           $     3
                                                                            ======            ======


</TABLE>













                                        6



<PAGE>


                            FFD Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the three and nine months ended March 31, 1998 and 1997


    1.   Basis of Presentation

    The accompanying  unaudited  consolidated financial statements were prepared
    in  accordance  with  instructions  for Form 10-QSB and,  therefore,  do not
    include  information or footnotes  necessary for a complete  presentation of
    financial position,  results of operations and cash flows in conformity with
    generally  accepted  accounting  principles.  Accordingly,  these  financial
    statements  should be read in conjunction  with the  consolidated  financial
    statements   and  notes   thereto   of  FFD   Financial   Corporation   (the
    "Corporation")  included  in the Annual  Report on Form  10-KSB for the year
    ended June 30, 1997. However, in the opinion of management,  all adjustments
    (consisting  of only normal  recurring  accruals)  which are necessary for a
    fair  presentation  of the  financial  statements  have been  included.  The
    results of  operations  for the three and nine month periods ended March 31,
    1998 are not necessarily indicative of the results which may be expected for
    the entire fiscal year.

    2.   Principles of Consolidation

    The accompanying  consolidated  financial statements include the accounts of
    the  Corporation  and First  Federal  Savings  Bank of Dover  (the  "Savings
    Bank"). All significant intercompany items have been eliminated.

    3.   Effects of Recent Accounting Pronouncements

    In June 1996, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 125,  "Accounting
    for  Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
    Liabilities,"  that provides  accounting  guidance on transfers of financial
    assets,  servicing of financial assets,  and  extinguishment of liabilities.
    SFAS No. 125 introduces an approach to accounting for transfers of financial
    assets that  provides a means of dealing with more complex  transactions  in
    which the seller disposes of only a partial interest in the assets,  retains
    rights  or  obligations,  makes  use  of  special  purpose  entities  in the
    transaction,  or otherwise has continuing  involvement  with the transferred
    assets.  The  new  accounting  method,  known  as the  financial  components
    approach,  provides  that  the  carrying  amount  of  the  financial  assets
    transferred  be allocated to  components of the  transaction  based on their
    relative fair values. SFAS No. 125 provides criteria for determining whether
    control of assets has been relinquished and whether a sale has occurred.  If
    the transfer  does not qualify as a sale,  it is accounted  for as a secured
    borrowing.  Transactions  subject to the provisions of SFAS No. 125 include,
    among others, transfers involving repurchase agreements,  securitizations of
    financial assets, loan participations, factoring arrangements, and transfers
    of receivables with recourse.








                                        7



<PAGE>


                            FFD Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the three and nine months ended March 31, 1998 and 1997


    3.   Effects of Recent Accounting Pronouncements (continued)

    An  entity  that  undertakes  an  obligation  to  service  financial  assets
    recognizes either a servicing asset or liability for the servicing  contract
    (unless  related  to a  securitization  of assets,  and all the  securitized
    assets are retained and classified as  held-to-maturity).  A servicing asset
    or liability  that is purchased  or assumed is initially  recognized  at its
    fair value. Servicing assets and liabilities are amortized in proportion to,
    and over the period of, estimated net servicing income or net servicing loss
    and are  subject to  subsequent  assessments  for  impairment  based on fair
    value.

    SFAS No. 125 provides  that a liability  is removed  from the balance  sheet
    only  if  the  debtor  either  pays  the  creditor  and is  relieved  of its
    obligation  for the liability or is legally  released from being the primary
    obligor.

    SFAS No. 125 is effective for  transfers  and servicing of financial  assets
    and extinguishment of liabilities  occurring after December 31, 1997, and is
    to be applied  prospectively.  Earlier  or  retroactive  application  is not
    permitted.  Management  adopted SFAS No. 125  effective  January 1, 1998, as
    required,   without  material  effect  on  the  Corporation's   consolidated
    financial position or results of operations.

    In June  1997,  the FASB  issued  SFAS  No.  130,  "Reporting  Comprehensive
    Income."  SFAS No. 130  establishes  standards  for reporting and display of
    comprehensive  income  and its  components  (revenues,  expenses,  gains and
    losses) in a full set of general-purpose financial statements.  SFAS No. 130
    requires that all items that are required to be recognized  under accounting
    standards as components of  comprehensive  income be reported in a financial
    statement  that is displayed  with the same  prominence  as other  financial
    statements.  It does not  require  a  specific  format  for  that  financial
    statement  but requires that an  enterprise  display an amount  representing
    total comprehensive income for the period in that financial statement.

    SFAS  No.  130  requires  that an  enterprise  (a)  classify  items of other
    comprehensive  income  by their  nature  in a  financial  statement  and (b)
    display the accumulated  balance of other  comprehensive  income  separately
    from retained earnings and additional  paid-in capital in the equity section
    of a statement of financial  position.  SFAS No. 130 is effective for fiscal
    years  beginning  after  December  15, 1997.  Reclassification  of financial
    statements  for  earlier  periods  provided  for  comparative   purposes  is
    required.  SFAS No. 130 is not  expected  to have a  material  impact on the
    Corporation's financial statements.

    In June 1997, the FASB issued SFAS No. 131,  "Disclosures  about Segments of
    an Enterprise and Related  Information." SFAS No. 131 significantly  changes
    the way that public business  enterprises report information about operating
    segments in annual financial  statements and requires that those enterprises
    report selected  information about reportable  segments in interim financial
    reports issued to shareholders.  It also  establishes  standards for related
    disclosures  about  products  and  services,   geographic  areas  and  major
    customers. SFAS No. 131 uses a




                                        8



<PAGE>


                            FFD Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the three and nine months ended March 31, 1998 and 1997


    3.   Effects of Recent Accounting Pronouncements (continued)

    "management  approach" to disclose  financial  and  descriptive  information
    about the way that  management  organizes the segments within the enterprise
    for  making  operating  decisions  and  assessing   performance.   For  many
    enterprises,  the  management  approach  will likely result in more segments
    being  reported.  In  addition,  SFAS No. 131  requires  significantly  more
    information  to be disclosed for each  reportable  segment than is presently
    being  reported  in  annual  financial  statements  and also  requires  that
    selected information be reported in interim financial  statements.  SFAS No.
    131 is effective for fiscal years  beginning  after December 15, 1997.  SFAS
    No.  131 is not  expected  to have a  material  impact on the  Corporation's
    financial statements.

    4.  Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding  during the period less shares in the FFD Financial  Corporation
    Employee  Stock  Ownership  Plan (the "ESOP") that are  unallocated  and not
    committed to be released. Weighted-average common shares deemed outstanding,
    which gives effect to 98,861 unallocated ESOP shares,  totaled 1,337,910 and
    1,346,082  for the nine and  three  month  periods  ended  March  31,  1998.
    Weighted-average  common  shares deemed  outstanding,  which gives effect to
    116,380 unallocated ESOP shares,  totaled 1,338,370 for each of the nine and
    three month periods ended March 31, 1997.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    1,370,258 and 1,384,888 for the nine and three month periods ended March 31,
    1998, respectively, and 1,351,307 and 1,353,000 for the nine and three month
    periods ended March 31, 1997, respectively.

















                                        9



<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Discussion of Financial Condition Changes from June 30, 1997 to March 31, 1998

The Corporation's  total assets at March 31, 1998, amounted to $100.1 million, a
$12.1 million, or 13.8%, increase over the total at June 30, 1997. This increase
was funded primarily  through an increase in advances from the Federal Home Loan
Bank ("FHLB") of $8.0 million and growth in deposits of $3.5 million.

Cash and  interest-bearing  deposits totaled $12.5 million,  an increase of $8.4
million over the total as of June 30, 1997. This increase was due primarily to a
transfer  of  $4.4  million  from  the  maturity  of  investment  securities  to
short-term  deposits,  as well as $4.0 million of additional  FHLB borrowings to
take advantage of favorable rates.

Investment securities totaled $2.6 million at March 31, 1998, a decrease of $8.8
million from the total at June 30, 1997, as  maturities  and sales of securities
totaling  $12.9 million and $6.4 million were  partially  offset by purchases of
$9.9 million during the period.

Mortgage-backed  securities totaled $14.9 million at March 31, 1998, a $185,000,
or 1.2%,  decrease  from the  total at June 30,  1997.  This  decrease  resulted
primarily from principal repayments of $2.2 million, which were partially offset
by purchases totaling $2.0 million.

Loans  receivable  totaled $67.4 million at March 31, 1998, an increase of $11.9
million,  or 21.4%, over the June 30, 1997 total. Loan disbursements  during the
period  totaled  $21.8  million,   which  were  partially  offset  by  principal
repayments of $10.0  million.  Loan  disbursements  during the nine months ended
March  31,  1998,  increased  by  $10.5  million,  or  92.6%,  compared  to  the
origination  volume during the same period in 1997. Growth in the loan portfolio
consisted of approximately $4.0 million in nonresidential  real estate loans and
$7.9 million in loans secured by one- to four-family residential real estate.

The allowance for loan losses  totaled  $270,000 at both March 31, 1998 and June
30,  1997,  which  represented  .4% and .5% of total  loans and 329% and 422% of
nonperforming  loans at those respective dates.  Nonperforming loans amounted to
$82,000 and $64,000 at March 31, 1998 and June 30, 1997, respectively.  Although
management  believes  that its  allowance  for loan losses at March 31, 1998, is
adequate  based  upon the  available  facts and  circumstances,  there can be no
assurance  that  additions  to such  allowance  will not be  necessary in future
periods, which could adversely affect the Corporation's results of operations.

Deposits  totaled  $60.6  million at March 31,  1998, a $3.5  million,  or 6.2%,
increase over June 30, 1997.  This increase  resulted  primarily  from growth in
deposits at the new branch office location, coupled with management's efforts to
obtain moderate growth through advertising and pricing strategies.

FHLB advances  totaled  $16.4  million at March 31, 1998,  an $8.0  million,  or
95.9%,  increase  over June 30, 1997.  Proceeds  from the increase in borrowings
were primarily used to  restructure  debt,  fund $1.9 million in loan growth and
$2.0 million in investments and $4.1 million in overnight deposits.




                                       10


<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Discussion of Financial  Condition  Changes from June 30, 1997 to March 31, 1998
(continued)

The Savings Bank is required to meet minimum  capital  standards  promulgated by
the Office of Thrift Supervision  ("OTS"). At March 31, 1998, the Savings Bank's
regulatory capital was well in excess of such minimum capital requirements.


Comparison of Operating Results for the Nine Month Periods Ended March 31, 1998
and 1997

General

The  Corporation's net earnings totaled $553,000 for the nine months ended March
31, 1998, an increase of $153,000,  or 38.3%,  over the net earnings of $400,000
recorded in the comparable period in 1997. The increase in net earnings resulted
primarily  from a $219,000 after tax one-time  charge  recorded at September 30,
1996,  as a result  of the  legislative  mandate  to  recapitalize  the  Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC").  Absent  the  effects  of the SAIF  recapitalization  assessment,  net
earnings  declined by $82,000 , or 13.2%, due to a $347,000 increase in general,
administrative  and other  expense and an $88,000  increase in the provision for
federal income taxes,  which were partially offset by a $198,000 increase in net
interest income and a $58,000 increase in other income.

Net Interest Income

Total  interest  income  increased  by  $451,000,  or 10.3%,  to a total of $4.8
million for the nine months ended March 31,  1998,  compared to $4.4 million for
the nine month period ended March 31, 1997.  Interest  income on loans increased
by $695,000,  or 24.9%, due primarily to a $10.7 million increase in the average
loan  portfolio  balance   outstanding.   Interest  income  on   mortgage-backed
securities  decreased by  $168,000,  or 18.0%,  due  primarily to a $1.4 million
decrease  in the average  balance  outstanding,  coupled  with a decrease in the
yield earned on such  securities.  Interest income on investment  securities and
interest-bearing  deposits  decreased by $76,000,  or 11.7%, due primarily to an
approximate  $550,000 decrease in the related  investment balance and a decrease
in the yield earned on such investments.

Interest expense on deposits increased by $144,000, or 7.4%, for the nine months
ended March 31, 1998,  compared to the same period in fiscal 1997, due primarily
to a $5.4 million increase in the average deposit portfolio balance outstanding.

Interest expense on borrowings increased by $109,000, or 29.8%, due primarily to
a $5.5 million increase in the average balance of advances outstanding.








                                       11



<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Nine Month Periods Ended March 31, 1998
and 1997 (continued)

Net Interest Income (continued)

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by $198,000,  or 9.6%, for the nine months ended
March  31,  1998,  compared  to 1997.  The  interest  rate  spread  amounted  to
approximately  2.23% for the nine months ended March 31, 1998, compared to 2.16%
for the  comparable  1997  period,  while the net interest  margin  decreased to
approximately 3.30% in 1998, compared to 3.44% in 1997.

Provision for Losses on Loans

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for losses on loans to a level  considered  appropriate  by management
based on historical loss experience, the volume and type of lending conducted by
the  Savings  Bank,  the status of past due  principal  and  interest  payments,
general  economic  conditions,  particularly  as such  conditions  relate to the
Savings Bank's market area, and other factors related to the  collectibility  of
the Savings  Bank's loan  portfolio.  As a result of such  analysis,  management
concluded  that the allowance for loan losses was adequate and therefore did not
record a provision for losses on loans during the nine month periods ended March
31, 1998 and 1997. There can be no assurance that the loan loss allowance of the
Savings  Bank will be adequate to cover  losses on  nonperforming  assets in the
future.

Other Income

Other  income  totaled  $56,000 for the nine months  ended  March 31,  1998,  an
increase of $58,000 over the 1997 total.  The increase  resulted  primarily from
losses  on sales of  securities  recorded  in the 1997  fiscal  period  totaling
$43,000.   Other  income   consists   primarily  of  fees   generated  from  ATM
transactions,  late charges on loans,  safety deposit box rentals and negotiable
order of withdrawal ("NOW") account fees.

General, Administrative and Other Expense

General, administrative and other expense increased by $15,000, or 1.0%, for the
nine months  ended  March 31,  1998,  compared  to the same period in 1997.  The
increase  resulted  primarily  from a $159,000,  or 26.8%,  increase in employee
compensation  and  benefits,  a $51,000,  or 58.6%,  increase in  occupancy  and
equipment  expense,  a $45,000,  or 45.9%,  increase  in  franchise  taxes and a
$118,000, or 37.6%,  increase in other operating expenses,  which were partially
offset by a $358,000,  or 93.5%,  decrease in federal deposit insurance premiums
due to the $332,000  one-time  pre-tax charge to recapitalize the SAIF which was
recorded in the fiscal 1997 period.






                                       12



<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Nine Month Periods Ended March 31, 1998
and 1997 (continued)

General, Administrative and Other Expense (continued)

The  increase  in  employee  compensation  and  benefits  was due  primarily  to
increased staffing levels related to the opening of the New Philadelphia  office
location in November  1997,  and the  addition of a commercial  lending  officer
during fiscal 1997,  coupled with an increase in expense  associated  with stock
benefit  plans and  normal  merit  increases.  The  increase  in  occupancy  and
equipment and other operating  expense resulted  primarily from costs associated
with the  start-up of the New  Philadelphia  office.  The  increase in franchise
taxes was due to the increase in shareholders' equity year to year.

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling $283,000
for the nine months ended March 31, 1998, an increase of $88,000, or 45.1%, over
the same period in 1997. The increase  resulted  primarily  from a $241,000,  or
40.5%, increase in earnings before taxes. The effective tax rates were 33.9% and
32.8% for the nine months ended March 31, 1998 and 1997, respectively.


Comparison of Operating Results for the Three Month Periods Ended March 31, 1998
and 1997

General

The Corporation's net earnings totaled $165,000 for the three months ended March
31, 1998, a decrease of $27,000,  or 14.1%,  from the comparable period in 1997.
The  decrease in net earnings  resulted  primarily  from a $162,000  increase in
general,  administrative  and other  expense,  which was  partially  offset by a
$76,000  increase in net interest income, a $49,000 increase in other income and
a $10,000 decrease in the provision for federal income taxes.

Net Interest Income

Total  interest  income  increased  by  $206,000,  or 14.0%,  to a total of $1.7
million for the three months ended March 31, 1998,  compared to $1.5 million for
the 1997 quarter.  Interest income on loans increased by $277,000, or 29.1%, due
primarily  to an increase in the average  loan  portfolio  balance  outstanding.
Interest income on mortgage-backed  securities  decreased by $56,000,  or 18.1%,
due primarily to a decrease in the average balance outstanding.  Interest income
on investment securities and interest-bearing  deposits decreased by $15,000, or
7.1%, due primarily to a decrease in the related investment balances.






                                       13



<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three Month Periods Ended March 31, 1998
and 1997 (continued)

Interest expense on deposits increased by $45,000, or 7.0%, for the three months
ended March 31,  1998,  compared to 1997,  due  primarily  to an increase in the
average deposit portfolio balance outstanding.

Interest expense on borrowings  increased by $85,000, or 68.0%, due primarily to
an increase in average balance of advances outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $76,000,  or 10.7%, for the three months ended
March 31, 1998, compared to 1997.

Provision for Losses on Loans

As a result of an  analysis  of the status of past due  principal  and  interest
payments, general economic conditions, particularly as such conditions relate to
the Savings Bank's market area, and other factors related to the  collectibility
of the Savings Bank's loan  portfolio,  management  concluded that the allowance
for loan losses was adequate and therefore did not record a provision for losses
on loans during the three month periods ended March 31, 1998 and 1997. There can
be no  assurance  that the loan  loss  allowance  of the  Savings  Bank  will be
adequate to cover losses on nonperforming assets in the future.

Other Income

Other income  totaled  $21,000 for the three  months  ended March 31,  1998,  an
increase of $49,000 over the 1997 total.  The increase  resulted  primarily from
losses on sales of  securities  recorded in the 1997 quarter  totaling  $43,000.
Other income  consists  primarily of fees  generated on ATM  transactions,  late
charges on loans,  safety  deposit box  rentals,  NOW account  fees and gains or
losses on the sale of investment and mortgage-backed securities.

General, Administrative and Other Expense

General,  administrative and other expense increased by $162,000,  or 41.2%, for
the three months ended March 31, 1998,  compared to the same period in 1997. The
increase resulted  primarily from an increase of $93,000,  or 49.2%, in employee
compensation  and benefits,  an increase of $22,000,  or 71.0%, in occupancy and
equipment,  due primarily to  depreciation  and other costs attendant to the new
office location, an increase of $28,000, or 66.7%, in franchise taxes due to the
increase in shareholders'  equity from year to year, and an increase of $21,000,
or 17.2%, in other operating expenses.





                                       14


<PAGE>


                            FFD Financial Corporation

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating Results for the Three Month Periods Ended March 31, 1998
and 1997 (continued)

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling  $84,000
for the three months ended March 31, 1998, a decrease of $10,000, or 10.6%, from
the same period in 1997.  The decrease  resulted  primarily  from a $37,000,  or
12.9%, decrease in earnings before taxes. The effective tax rates were 33.7% and
32.9% for the three months ended March 31, 1998 and 1997, respectively.

Other Matters

As with most providers of financial services,  the Savings Bank's operations are
heavily  dependent  on  information  technology  systems.  The  Savings  Bank is
addressing  the potential  problems  associated  with the  possibility  that the
computers  that  control or operate the Savings  Bank's  information  technology
system and  infrastructure  may not be programmed to read  four-digit date codes
and, upon arrival of the year 2000, may recognize the two-digit code "00" as the
year 1900,  causing  systems to fail to function or to generate  erroneous data.
The  Savings  Bank is working  with the  companies  that  supply or service  its
information  technology  systems to  identify  and remedy any year 2000  related
problems.

As of the date of this Form  10-QSB,  the  Corporation  has not  identified  any
specific  expenses that are reasonably likely to be incurred by the Savings Bank
in connection with this issue and does not expect to incur  significant  expense
to implement  the  necessary  corrective  measures.  No assurance  can be given,
however, that significant expense will not be incurred in future periods. In the
event that the Savings  Bank is  ultimately  required  to  purchase  replacement
computer systems,  programs and equipment,  or incur substantial expense to make
the Savings Bank's current systems,  programs and equipment year 2000 compliant,
the  Corporation's  net  earnings  and  financial  condition  could be adversely
affected.   While  the  Savings   Bank  is   endeavoring   to  ensure  that  its
computer-dependent operations are year 2000 compliant, no assurance can be given
that some year 2000 problems will not occur.

In addition to possible  expense  related to its own  systems,  the  Corporation
could incur  losses if year 2000  issues  adversely  affect the  Savings  Bank's
depositors or borrowers.  Such problems could include  delayed loan payments due
to year 2000  problems  affecting  any  significant  borrowers or impairing  the
payroll  systems of large  employers in the Savings  Bank's primary market area.
Because the Savings Bank's loan portfolio is highly  diversified  with regard to
individual  borrowers and types of  businesses  and the Savings  Bank's  primary
market area is not  significantly  dependent upon one employer or industry,  the
Savings Bank does not expect any significant or prolonged difficulties that will
affect net earnings or cash flow.






                                       15



<PAGE>


                            FFD Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         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

          In June 1997, the Corporation announced that it is taking steps toward
          the payment of a capital  distribution to its  shareholders,  with the
          expectation that a significant  portion of the  distribution  would be
          nontaxable.   A  prerequisite   to  the   nontaxable   nature  of  the
          distribution is the  discontinuation of the consolidated  filing group
          that included Dover Service Corporation, an inactive subsidiary of the
          Savings  Bank.  At the  time  of  the  announcement,  the  Corporation
          anticipated that the  deconsolidation  would be completed by September
          30, 1997. As a result of the procedures being utilized by the Internal
          Revenue Service (the "IRS") to simultaneously process  deconsolidation
          requests  submitted by a large number of filers,  the  deconsolidation
          process has not yet been  completed.  The  Corporation  has received a
          draft from the IRS of the agreement to be entered into to complete the
          deconsolidation,  and the Corporation is not aware of any issues which
          would adversely affect the completion of the deconsolidation. However,
          because the Corporation's  application  remains part of a larger group
          of  deconsolidation  applicants,  the  Corporation  expects  that  the
          deconsolidation  process may not be completed for several  months.  At
          this time,  the Board intends to defer action on the proposed  capital
          distribution until the deconsolidation process has been completed.

ITEM 6.  Exhibits and Reports on Form 8-K

          Reports on Form 8-K:      None.

          Exhibits:
              27.1:                 Financial data schedule for the  nine months
                                    ended March 31, 1998.

              27.2:                 Restated  Financial  data  schedule for  the
                                    nine months ended March 31, 1997.

                                       16


<PAGE>



                            FFD Financial Corporation

                                   SIGNATURES


Pursuant  to the  requirements  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 12, 1998                      By:  /s/Robert R. Gerber
       --------------------------                  -------------------
                                                   Robert R. Gerber
                                                   President and
                                                   Principal Financial Officer




Date:       May 12, 1998                      By:  /s/Charles A. Bradley
       --------------------------                  ---------------------
                                                   Charles A. Bradley
                                                   Treasurer






























                                       17