FORM 10-QSB

                    U. S. 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, 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 small business issuer 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)

Issuer's telephone number:  (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 February 12, 1999, the latest  practicable  date,  1,448,850 shares of the
registrant's common stock, without par value, were issued and outstanding.









                               Page 1 of 18 pages

<PAGE>



                                      INDEX

                                                                          Page

PART I  - FINANCIAL INFORMATION

          Consolidated Statements of Financial Condition                      3

          Consolidated Statements of Earnings                                 4

          Consolidated Statements of Comprehensive Income                     5

          Consolidated Statements of Cash Flows                               6

          Notes to Consolidated Financial Statements                          8

          Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations                                                         11


PART II - OTHER INFORMATION                                                  17

SIGNATURES                                                                   18






























                                        2



<PAGE>

<TABLE>

                            FFD Financial Corporation

<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                         December 31,            June 30,
         ASSETS                                                                  1998                1998
<S>                                                                            <C>                    <C>
Cash and due from banks                                                      $    971             $ 1,026
Interest-bearing deposits in other financial institutions                       4,043                 607
                                                                              -------              ------
         Cash and cash equivalents                                              5,014               1,633

Investment securities available for sale - at market                              216               2,655
Investment securities - at amortized cost, approximate
  market value of $993 as of June 30, 1998                                         -                  977
Mortgage-backed securities available for sale - at market                      15,578               5,935
Mortgage-backed  securities - at  amortized  cost,  approximate  
  market value of $5,310 and $6,073 as of December 31,
  1998 and June 30, 1998                                                        5,155               5,960
Loans receivable - net                                                         78,434              70,990
Office premises and equipment - at depreciated cost                             1,409               1,383
Federal Home Loan Bank stock - at cost                                          1,118                 933
Accrued interest receivable                                                       244                 279
Prepaid expenses and other assets                                                  60                 221
Prepaid federal income taxes                                                      244                  - 
                                                                              -------              ------

         Total assets                                                        $107,472             $90,966
                                                                              =======              ======

         LIABILITIES AND SHAREHOLDER' EQUITY

Deposits                                                                     $ 67,780             $61,956
Securities sold under agreements to repurchase                                    435                  - 
Advances from the Federal Home Loan Bank                                       22,018              12,519
Other borrowed money                                                              300                  - 
Accrued interest payable                                                          126                  94
Other liabilities                                                                 214                 258
Accrued federal income taxes                                                       -                  197
Deferred federal income taxes                                                     280                 117
                                                                              -------              ------
         Total liabilities                                                     91,153              75,141

Shareholders' equity
  Preferred stock - authorized 1,000,000 shares without par
    value; no shares issued                                                        -                   - 
  Common shares - authorized 5,000,000 shares without par or
    stated value, 1,454,750 shares issued                                          -                   - 
  Additional paid-in capital                                                    7,850               7,705
  Retained earnings - restricted                                                9,565               9,536
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                    198                 140
  Shares acquired by stock benefit plans                                       (1,219)             (1,411)
  Less 6,000 and 9,400 shares of treasury stock - at cost                         (75)               (145)
                                                                              -------              ------
         Total shareholders' equity                                            16,319              15,825
                                                                              -------              ------

         Total liabilities and shareholders' equity                          $107,472             $90,966
                                                                              =======              ======

</TABLE>

                                        3


<PAGE>


<TABLE>
                            FFD Financial Corporation

<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)


                                                                For the six months            For the three months
                                                                 ended December 31,             ended December 31,
                                                                 1998         1997              1998         1997
<S>                                                               <C>         <C>               <C>            <C>
Interest income
  Loans                                                        $2,677       $2,260            $1,359       $1,170
  Mortgage-backed securities                                      517          510               279          250
  Investment securities, interest-bearing
    deposits and other                                            128          377                59          162
                                                                -----        -----             -----        -----
         Total interest income                                  3,322        3,147             1,697        1,582

Interest expense
  Deposits                                                      1,507        1,394               755          702
  Borrowings                                                      391          265               224          144
                                                                -----        -----             -----        -----
         Total interest expense                                 1,898        1,659               979          846
                                                                -----        -----             -----        -----

         Net interest income                                    1,424        1,488               718          736

Other income
  Gain on sale of loans                                            43           -                 43           - 
  Other operating                                                  74           35                49           23
                                                                -----        -----             -----        -----
         Total other income                                       117           35                92           23

General, administrative and other expense
  Employee compensation and benefits                              623          471               315          265
  Occupancy and equipment                                         115           85                56           49
  Federal deposit insurance premiums                               18           18                 9            6
  Franchise taxes                                                 134           73                64           33
  Data processing                                                  88           62                45           30
  Other operating                                                 196          227               115          128
                                                                -----        -----             -----        -----
         Total general, administrative and other expense        1,174          936               604          511
                                                                -----        -----             -----        -----

         Earnings before income taxes                             367          587               206          248

Federal income taxes
  Current                                                         (12)          42                57           55
  Deferred                                                        133          157                 9           29
                                                                -----        -----             -----        -----
         Total federal income taxes                               121          199                66           84
                                                                -----        -----             -----        -----

         NET EARNINGS                                          $  246       $  388            $  140       $  164
                                                                =====        =====             =====        =====

         EARNINGS PER SHARE
           Basic                                                 $.18         $.29              $.10         $.12
                                                                  ===          ===               ===          ===

           Diluted                                               $.18         $.28              $.10         $.12
                                                                  ===          ===               ===          ===
</TABLE>



                                        4



<PAGE>

<TABLE>

                            FFD Financial Corporation

<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                          For the six months             For the three months
                                                           ended December 31,              ended December 31,
                                                          1998           1997            1998           1997
<S>                                                        <C>            <C>             <C>            <C>
Net earnings                                              $246           $388            $140           $164

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                       58            407             (10)           375
                                                           ---            ---             ---            ---

Comprehensive income                                      $304           $795            $130           $539
                                                           ===            ===             ===            ===


</TABLE>

































                                        5



<PAGE>


<TABLE>
                            FFD Financial Corporation

<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the six months ended December 31,
                                 (In thousands)

                                                                                 1998              1997
<S>                                                                              <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                 $   246           $   388
  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                             18                14
    Amortization of deferred loan origination fees                                (40)              (32)
    Depreciation and amortization                                                  66                45
    Amortization expense of stock benefit plans                                   375               290
    Gain on sale of loans                                                          (6)               - 
    Proceeds from sale of loans                                                 4,633                - 
    Loans originated for sale in the secondary market                          (4,627)               - 
    Federal Home Loan Bank stock dividends                                        (34)              (24)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                  35                 2
      Prepaid expenses and other assets                                           161                40
      Accrued interest payable                                                     32                18
      Other liabilities                                                           (44)              (32)
      Federal income taxes
        Current                                                                  (441)              (62)
        Deferred                                                                  133               157
                                                                               ------            ------
         Net cash provided by operating activities                                507               804

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                               4,975            12,429
  Proceeds from sale of investment securities designated as
    available for sale                                                             -              6,430
  Purchase of investment securities                                            (1,500)           (9,925)
  Purchase of mortgage-backed securities                                       (9,633)               - 
  Principal repayments on mortgage-backed securities                              806             1,056
  Loan principal repayments                                                     5,955             5,240
  Loan disbursements                                                          (13,359)          (13,901)
  Purchase of stock in Federal Home Loan Bank                                    (151)               - 
  Purchase of office premises and equipment                                       (92)             (520)
                                                                               ------            ------
         Net cash provided by (used in) investing activities                  (12,999)              809

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                              5,824             1,679
  Proceeds from securities sold under agreements to repurchase                    435                - 
  Proceeds from Federal Home Loan Bank advances                                 9,500             1,950
  Repayment of Federal Home Loan Bank advances                                     (1)             (301)
  Proceeds from other borrowed money                                              300                - 
  Proceeds from exercise of stock options                                          32                - 
  Purchase of treasury shares                                                      -               (154)
  Dividends on common stock                                                      (217)             (186)
                                                                               ------            ------
         Net cash provided by financing activities                             15,873             2,988
                                                                               ------            ------

Net increase in cash and cash equivalents                                       3,381             4,601

Cash and cash equivalents at beginning of period                                1,633             4,080
                                                                               ------            ------

Cash and cash equivalents at end of period                                    $ 5,014           $ 8,681
                                                                               ======            ======
</TABLE>

                                        6



<PAGE>

<TABLE>

                            FFD Financial Corporation
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the six months ended December 31,
                                 (In thousands)

                                                                               1998              1997
<S>                                                                            <C>                <C>
Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                     $  434            $  148
                                                                              =====             =====

    Interest on deposits and borrowings                                      $1,866            $1,641
                                                                              =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized gains on securities designated as available for
    sale, net of related tax effects                                         $   58            $  407
                                                                              =====             =====

  Recognition of mortgage servicing rights in accordance
    with SFAS No. 125                                                        $   37            $   - 
                                                                              =====             =====


</TABLE>






























                                        7


<PAGE>


                            FFD Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the six and three months ended December 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, 1998. 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 six and three month periods ended December 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 1997, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards  ("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.  Management  adopted  SFAS No.  130  effective  July 1,  1998,  as
    required, without material impact on the Corporation's financial statements.






                                        8



<PAGE>


                            FFD Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

              For the three months ended December 31, 1998 and 1997


    3.   Effects of Recent Accounting Pronouncements (continued)

    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 "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.

    In June 1998,  the FASB  issued  SFAS No. 133,  "Accounting  for  Derivative
    Instruments and Hedging  Activities,"  which requires  entities to recognize
    all  derivatives  in  their   financial   statements  as  either  assets  or
    liabilities  measured at fair value. SFAS No. 133 also specifies new methods
    of  accounting   for  hedging   transactions,   prescribes   the  items  and
    transactions that may be hedged,  and specifies  detailed criteria to be met
    to qualify for hedge accounting.

    The  definition  of a derivative  financial  instrument  is complex,  but in
    general,  it is an  instrument  with  one or  more  underlyings,  such as an
    interest  rate or  foreign  exchange  rate,  that is  applied  to a notional
    amount,  such  as  an  amount  of  currency,  to  determine  the  settlement
    amount(s).  It generally requires no significant  initial investment and can
    be settled  net or by delivery  of an asset that is readily  convertible  to
    cash.  SFAS No. 133  applies to  derivatives  embedded  in other  contracts,
    unless the  underlying  of the  embedded  derivative  is clearly and closely
    related to the host contract.

    SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. On
    adoption,   entities  are  permitted  to  transfer   held-to-maturity   debt
    securities to the  available-for-sale  or trading  category  without calling
    into question their intent to hold other debt  securities to maturity in the
    future.  SFAS No.  133 is not  expected  to have a  material  impact  on the
    Corporation's financial statements.









                                        9



<PAGE>


                            FFD Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

              For the three months ended December 31, 1998 and 1997


    4.  Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  common
    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
    1,346,965 and  1,347,441 for the six and three month periods ended  December
    31, 1998.  Weighted-average  common shares deemed  outstanding,  which gives
    effect to 114,044  unallocated ESOP shares,  totaled 1,333,913 and 1,330,706
    for the six and three month periods ended December 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
    1,394,981 and  1,388,912 for the six three month periods ended  December 31,
    1998,  and 1,362,089 and 1,364,056 for the six and three month periods ended
    December 31, 1997.































                                       10



<PAGE>


                            FFD Financial Corporation

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


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

The Corporation's total assets at December 31, 1998, amounted to $107.5 million,
a $16.5  million,  or  18.1%,  increase  over the total at June 30,  1998.  This
increase was funded  primarily  through an increase in advances from the Federal
Home Loan Bank ("FHLB") of $9.5 million and growth in deposits of $5.8 million.

Investment  securities totaled $216,000 at December 31, 1998, a decrease of $3.4
million,  or 94.1%,  from the total at June 30, 1998, as purchases of securities
totaling $1.5 million were partially offset by maturities of $5.0 million during
the period.

Mortgage-backed  securities  totaled $20.7 million at December 31, 1998, an $8.8
million,  or 74.3%,  increase  over the total at June 30,  1998.  This  increase
resulted  primarily from purchases of $9.6 million,  which were partially offset
by  principal   repayments  totaling  $806,000.   Purchases  of  mortgage-backed
securities  during  the  period  were  comprised  of  long-term,  variable  rate
certificates  yielding  approximately  6.00%,  which were funded by Federal Home
Loan Bank advances with a weighted-average cost of approximately 4.82%.

Loans receivable totaled $78.4 million at December 31, 1998, an increase of $7.4
million,  or 10.5%, over the June 30, 1998 total. Loan disbursements  during the
period  totaled  $18.0  million,   which  were  partially  offset  by  principal
repayments of $6.0 million and loans sold in the secondary  market totaling $4.6
million.  Loan  disbursements  during the three months ended  December 31, 1998,
increased by $4.1 million,  or 29.4%,  compared to the origination volume during
the same period in 1997.

The allowance for loan losses totaled $269,000 and $270,000 at December 31, 1998
and June 30, 1998,  which  represented .4% and .3% of total loans and 289.2% and
329.3% of nonperforming  loans at those respective  dates.  Nonperforming  loans
amounted  to $93,000  and  $82,000 at  December  31,  1998,  and June 30,  1998,
respectively. Although management believes that its allowance for loan losses at
December 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 $67.8  million at December 31, 1998, a $5.8 million,  or 9.4%,
increase over June 30, 1998.  This increase  resulted  primarily  from growth in
deposits at the new branch office location in New  Philadelphia,  Ohio,  coupled
with  management's  efforts to obtain  moderate  growth through  advertising and
pricing  strategies.  Proceeds  from  deposit  growth were used to fund new loan
originations during the period.

FHLB advances  totaled  $22.0  million at December 31, 1998, a $9.5 million,  or
75.9%,  increase  over June 30, 1998.  Proceeds  from the increase in borrowings
were primarily used to fund purchases of mortgage-backed  securities, as well as
to originate loans.

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




                                       11


<PAGE>


                            FFD Financial Corporation

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


Comparison of Operating Results for the Six Month Periods Ended December 31,
1998 and 1997

General

The  Corporation's  net  earnings  totaled  $246,000  for the six  months  ended
December 31, 1998,  a decrease of $142,000,  or 36.6%,  from the net earnings of
$388,000 recorded in the comparable period in 1997. The decrease in net earnings
resulted  primarily  from a decrease  of $64,000 in net  interest  income and an
increase of $238,000 in general,  administrative and other expenses,  which were
partially  offset by an  increase  of $82,000 in other  income and a decrease of
$78,000 in the provision for federal income taxes.

Net Interest Income

Total interest income increased by $175,000, or 5.6%, to a total of $3.3 million
for the six months ended  December  31,  1998,  compared to the six month period
ended  December 31, 1997.  Interest  income on loans  increased by $417,000,  or
18.5%,  due primarily to a $15.0 million  increase in the average loan portfolio
balance outstanding.  Interest income on mortgage-backed securities increased by
$7,000,   or  1.4%,  due  primarily  to  an  increase  in  the  average  balance
outstanding.  Interest  income on  investment  securities  and  interest-bearing
deposits  decreased  by  $249,000,  or 66.0%,  due  primarily  to a decrease  of
approximately  $7.4 million in the related  investment  balance,  coupled with a
decrease in the yield earned on such investments.

Interest expense on deposits increased by $113,000,  or 8.1%, for the six months
ended December 31, 1998, compared to the same period in 1997, due primarily to a
$7.2 million increase in the average deposit portfolio balance outstanding.

Interest expense on borrowings increased by $126,000, or 47.5%, due primarily to
an increase in the average balance of advances outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net  interest  income  decreased by $64,000,  or 4.3%,  for the six months ended
December 31, 1998, compared to the same period in 1997. The interest rate spread
was approximately  2.31% for the six months ended December 31, 1998, compared to
2.24% for the comparable 1997 period, while the net interest margin increased to
approximately 3.46% in 1998, compared to 3.41% in 1997.











                                       12



<PAGE>


                            FFD Financial Corporation

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


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

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 six month  periods  ended
December  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  $117,000 for the six months ended  December 31, 1998,  an
increase of $82,000 over the 1997 total. 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 $238,000,  or 25.4%, for
the six months ended December 31, 1998, compared to the same period in 1997. The
increase in general, administrative and other expense resulted primarily from an
increase of $152,000,  or 32.3%, in compensation expense as additional personnel
were hired to staff the New  Philadelphia  branch  coupled  with an  increase in
stock benefit plan expense,  an increase of $30,000,  or 35.3%, in occupancy and
equipment  expense,  primarily  related  to the New  Philadelphia  branch and an
increase in Ohio franchise tax totaling $61,000, or 83.6%, due to an increase in
the Company's equity.

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling $121,000
for the six months ended  December  31,  1998, a decrease of $78,000,  or 39.2%,
from the same period in 1997. The decrease  resulted  primarily from a $220,000,
or 37.5%,  decrease in earnings before taxes. The effective tax rates were 33.0%
and 33.9% for the six months ended December 31, 1998 and 1997, respectively.






                                       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 December 31,
1998 and 1997

General

The  Corporation's  net  earnings  totaled  $140,000  for the three months ended
December  31, 1998,  a decrease of $24,000,  or 14.6%,  from the net earnings of
$164,000 recorded in the comparable period in 1997. The decrease in net earnings
resulted  primarily  from a decrease  of $18,000 in net  interest  income and an
increase of $93,000 in general,  administrative  and other expenses,  which were
partially  offset by an  increase  of $69,000 in other  income and a decrease of
$18,000 in the provision for federal income taxes.

Net Interest Income

Total interest income increased by $115,000, or 7.3%, to a total of $1.7 million
for the three months ended December 31, 1998, compared to the three month period
ended  December 31, 1997.  Interest  income on loans  increased by $189,000,  or
16.2%,  due  primarily  to an increase  of  approximately  $14.7  million in the
average loan portfolio balance  outstanding.  Interest income on mortgage-backed
securities  increased by $29,000,  or 11.6%, due primarily to an increase 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 $103,000,  or 63.6%,  due  primarily to a decrease in the
related  investment  balance  and  a  decrease  in  the  yield  earned  on  such
investments.

Interest expense on deposits increased by $53,000, or 7.5%, for the three months
ended  December 31, 1998,  compared to the same period in 1997, due primarily to
an approximate  $8.3 million increase in the average deposit  portfolio  balance
outstanding.

Interest expense on borrowings  increased by $80,000, or 55.6%, due primarily to
an increase in the average balance of advances outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by $18,000,  or 2.4%, for the three months ended
December 31, 1998, compared to the same period in 1997.














                                       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  December 31,
1998 and 1997 (continued)

Provision for Losses on Loans

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,  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 December 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 Operating Income

Other  operating  income totaled $92,000 for the three months ended December 31,
1998, an increase of $69,000 over the 1997 total. The increase was due primarily
to a $43,000 gain on sale of loans in the 1998 six month period,  coupled with a
$26,000, or 113.0%, increase in other operating income.

General, Administrative and Other Expense

General,  administrative  and other expense increased by $93,000,  or 18.2%, for
the three months ended  December 31, 1998,  compared to the same period in 1997.
The increase in general,  administrative  and other expense  resulted  primarily
from an increase of $50,000,  or 18.9%,  in  compensation  expense as additional
personnel  were  hired to staff  the New  Philadelphia  branch  coupled  with an
increase in stock  benefit plan  expense,  an increase of $7,000,  or 14.3%,  in
occupancy and equipment expense, for the New Philadelphia branch and an increase
in Ohio franchise tax totaling  $31,000,  or 93.9%, as the Company's  equity has
increased.

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling  $66,000
for the three months ended  December 31, 1998, a decrease of $18,000,  or 21.4%,
from the same period in 1997. The decrease resulted primarily from a $42,000, or
16.9%, decrease in earnings before taxes. The effective tax rates were 32.0% and
33.9% for the three months ended December 31, 1998 and 1997, respectively.








                                       15


<PAGE>


                            FFD Financial Corporation

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


Year 2000 Compliance Matters

As with all 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 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.

As part of the awareness and assessment phases of its action plan related to the
Year 2000 problem, management identified the operating systems that it considers
critical to the on-going  operations  of the Savings  Bank.  The Savings Bank is
working with companies that supply or service its information technology systems
to remedy any year 2000 problems.

Of the systems that the Savings Bank  identified as  mission-critical,  the most
significant is the on-line core account processing system that is performed by a
third party service provider,  Intrieve, Inc. The service provider is converting
its hardware to a new Year 2000 compliant system.  The Savings Bank's conversion
to this new system was completed during the fourth calendar quarter of 1998. The
service provider successfully  performed Year 2000 proxy testing with several of
its larger users during early October  1998.  The Savings Bank  performed  final
customer testing, which was designed to test the Savings Bank's unique equipment
configuration  and  communications  link to the service provider during November
1998.

The Savings Bank has developed a contingency  plan in case the  mission-critical
systems are not  successfully  renovated in a timely  manner or if they actually
fail at Year 2000 critical dates.  The contingency  plan states that the Savings
Bank  deems the  likelihood  of  failure of the  service  provider's  efforts to
renovate Year 2000 changes to the on-line core account  processing  system to be
remote;  however,  a more likely scenario is that the service  provider's system
will be down for  several  days or weeks upon  arrival  of Year 2000.  The plan,
therefore, primarily addresses action to deal with the latter possibility rather
than with a  catastrophic  event.  The  Savings  Bank has the ability to process
transactions  manually,  if  necessary.  The  Savings  Bank  does  not  consider
contingency planning to be a static process; therefore, the plan will be amended
to address a catastrophic event if testing results indicate greater concern.

Management  of the Savings Bank has  developed an estimate of expenses  that are
reasonably  likely to be incurred by the Savings  Bank in  connection  with this
issue; however, the Savings Bank does not expect to incur significant expense to
implement the necessary corrective measures.  The Savings Bank has expended less
than  $10,000  through  December  31,  1998 in  connection  with its  year  2000
compliance program. 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 Savings  Bank's net
earnings and financial condition could be adversely affected.

In addition to possible  expense  related to its own  systems,  the Savings Bank
could  incur  losses if loan  payments  are  delayed  due to Year 2000  problems
affecting any major borrowers 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.

                                       16


<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

         None.


ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K:                None.

         Exhibits 27:                        Financial data schedule for the six
                                             months ended December 31, 1998.


















                                       17


<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:    February 12, 1999           By:  /s/Robert R. Gerber
      -------------------------           ------------------------------
                                            Robert R. Gerber
                                            President and
                                            Principal Financial Officer




Date:    February 12, 1999           By:  /s/Charles A. Bradley
      -------------------------           ------------------------------
                                            Charles A. Bradley
                                            Treasurer






























                                       18