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                  March 31, 1999    
                               ---------------------------------------------

                                       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 May 10,  1999,  the  latest  practicable  date,  1,450,633  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)

                                                                                          March 31,            June 30,
         ASSETS                                                                                1999                1998
<S>                                                                                         <C>                     <C>
Cash and due from banks                                                                    $  1,151             $ 1,026
Interest-bearing deposits in other financial institutions                                     4,857                 607
                                                                                            -------              ------
         Cash and cash equivalents                                                            6,008               1,633

Investment securities available for sale - at market                                            195               2,655
Investment securities held to maturity - at amortized cost, approximate
  market value of $993 as of June 30, 1998                                                       -                  977
Mortgage-backed securities available for sale - at market                                    13,924               5,935
Mortgage-backed  securities  held to maturity - at amortized  cost,  approximate
  market value of $5,041 and $6,073 as of
  March 31, 1999 and June 30, 1998, respectively                                              4,996               5,960
Loans receivable - net                                                                       82,018              70,990
Office premises and equipment - at depreciated cost                                           1,383               1,383
Federal Home Loan Bank stock - at cost                                                        1,171                 933
Accrued interest receivable                                                                     263                 279
Prepaid expenses and other assets                                                               206                 221
Prepaid federal income taxes                                                                    152                  - 
                                                                                            -------              ------

         Total assets                                                                      $110,316             $90,966
                                                                                            =======              ======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $ 69,385             $61,956
Securities sold under agreements to repurchase                                                  724                  - 
Advances from the Federal Home Loan Bank                                                     23,011              12,519
Accrued interest payable                                                                        143                  94
Other liabilities                                                                               554                 258
Accrued federal income taxes                                                                     -                  197
Deferred federal income taxes                                                                   206                 117
                                                                                            -------              ------
         Total liabilities                                                                   94,023              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                                                                  7,857               7,705
  Retained earnings - restricted                                                              9,645               9,536
  Unrealized gains on securities designated as available for sale,
    net of related tax effects                                                                   73                 140
  Shares acquired by stock benefit plans                                                     (1,207)             (1,411)
  Less 5,900 and 9,400 shares of treasury stock at March 31, 1999
    and June 30, 1998, respectively - at cost                                                   (75)               (145)
                                                                                            -------              ------
         Total shareholders' equity                                                          16,293              15,825
                                                                                            -------              ------

         Total liabilities and shareholders' equity                                        $110,316             $90,966
                                                                                            =======              ======

</TABLE>

                                        3


<PAGE>

<TABLE>

                            FFD Financial Corporation
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)

                                                                         For the nine months         For the three months
                                                                           ended March 31,              ended March 31,
                                                                         1999         1998            1999         1998
<S>                                                                      <C>          <C>             <C>          <C>
Interest income
  Loans                                                                $4,090       $3,489          $1,413       $1,229
  Mortgage-backed securities                                              809          764             292          254
  Investment securities, interest-bearing
    deposits and other                                                    192          574              64          197
                                                                        -----        -----           -----        -----
         Total interest income                                          5,091        4,827           1,769        1,680

Interest expense
  Deposits                                                              2,237        2,081             730          687
  Borrowings                                                              678          475             287          210
                                                                        -----        -----           -----        -----
         Total interest expense                                         2,915        2,556           1,017          897
                                                                        -----        -----           -----        -----

         Net interest income                                            2,176        2,271             752          783

Other income
  Gain on sale of loans                                                    89           -               21           - 
  Other operating                                                          86           56              37           21
                                                                        -----        -----           -----        -----
         Total other income                                               175           56              58           21

General, administrative and other expense
  Employee compensation and benefits                                      855          753             278          282
  Occupancy and equipment                                                 177          138              62           53
  Federal deposit insurance premiums                                       28           25              10            7
  Franchise taxes                                                         198          143              64           70
  Data processing                                                         139          104              51           42
  Other operating                                                         349          328             107          101
                                                                        -----        -----           -----        -----
         Total general, administrative and other expense                1,746        1,491             572          555
                                                                        -----        -----           -----        -----

         Earnings before income taxes                                     605          836             238          249

Federal income taxes
  Current                                                                  79          292              91          250
  Deferred                                                                123           (9)            (10)        (166)
                                                                        -----        -----           -----        -----
         Total federal income taxes                                       202          283              81           84
                                                                        -----        -----           -----        -----

         NET EARNINGS                                                  $  403       $  553          $  157       $  165
                                                                        =====        =====           =====        =====

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

           Diluted                                                       $.29         $.40            $.11         $.12
                                                                          ===          ===             ===          ===

</TABLE>

                                        4




<PAGE>

<TABLE>

                            FFD Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                      For the nine months           For the three months
                                                                         ended March 31,               ended March 31,
                                                                     1999           1998            1999           1998
<S>                                                                  <C>            <C>              <C>            <C>
Net earnings                                                         $403           $553            $157           $165

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                                 (67)           413            (125)             6
                                                                      ---            ---             ---            ---

Comprehensive income                                                 $336           $966            $ 32           $171
                                                                      ===            ===             ===            ===
</TABLE>



































                                        5



<PAGE>

<TABLE>

                            FFD Financial Corporation
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                                                 1999              1998
<S>                                                                               <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                 $   403           $   553
  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                             28                24
    Amortization of deferred loan origination fees                                (61)              (61)
    Depreciation and amortization                                                  96                78
    Amortization expense of stock benefit plans                                   394               297
    Gain on sale of loans                                                         (38)               - 
    Proceeds from sale of loans                                                 6,361                - 
    Loans originated for sale in the secondary market                          (6,323)               - 
    Federal Home Loan Bank stock dividends                                        (54)              (39)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                 (32)               29
      Prepaid expenses and other assets                                            15               (73)
      Accrued interest payable                                                     49                31
      Other liabilities                                                           296               (90)
      Federal income taxes
        Current                                                                  (349)             (437)
        Deferred                                                                  123                (9)
                                                                               ------            ------
         Net cash provided by operating activities                                908               303

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                               4,975            12,929
  Proceeds from sale of investment securities                                      -              6,430
  Purchase of investment securities                                            (1,500)           (9,925)
  Purchase of mortgage-backed securities                                      (11,633)           (1,996)
  Principal repayments on mortgage-backed securities                            4,441             2,161
  Purchase of stock in Federal Home Loan Bank                                    (184)             (236)
  Loan principal repayments                                                    10,893            10,045
  Loan disbursements                                                          (21,812)          (21,845)
  Purchase of office premises and equipment                                       (96)             (622)
                                                                               ------            ------
         Net cash used in investing activities                                (14,916)           (3,059)
                                                                               ------            ------

         Net cash used in operating and investing
           activities (subtotal carried forward)                              (14,008)           (2,756)
                                                                               ------            ------

</TABLE>





                                        6


<PAGE>

<TABLE>

                            FFD Financial Corporation
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

                                                                                                 1999              1998
<S>                                                                                             <C>                 <C>
         Net cash used in operating and investing
           activities (subtotal brought forward)                                             $(14,008)          $(2,756)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              7,429             3,535
  Proceeds from securities sold under agreements to repurchase                                    724                - 
  Proceeds from Federal Home Loan Bank advances                                                10,500            11,950
  Repayment of Federal Home Loan Bank advances                                                     (8)           (3,912)
  Proceeds from other borrowed money                                                              300                - 
  Repayment of other borrowed money                                                              (300)               - 
  Proceeds from exercise of stock options                                                          32                 8
  Purchase of treasury shares                                                                      -               (154)
  Dividends on common shares                                                                     (294)             (295)
                                                                                              -------            ------
         Net cash provided by financing activities                                             18,383            11,132
                                                                                              -------            ------

Net increase in cash and cash equivalents                                                       4,375             8,376

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

Cash and cash equivalents at end of period                                                   $  6,008           $12,456
                                                                                              =======            ======


Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                     $    434           $   625
                                                                                              =======            ======

    Interest on deposits and borrowings                                                      $  2,866           $ 2,525
                                                                                              =======            ======

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available for
    sale, net of related tax effects                                                         $    (67)          $   413
                                                                                              =======            ======

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 125                                                                             $     51           $    - 
                                                                                              =======            ======

</TABLE>









                                        7



<PAGE>


                            FFD Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the nine and three months ended March 31, 1999 and 1998


    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 nine and three month periods ended March 31,
    1999,  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.  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 nine and three months ended March 31, 1999 and 1998


    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.  Management  adopted SFAS No. 131 effective July 1, 1998,
    as  required,   without  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 nine and three months ended March 31, 1999 and 1998


    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 85,744 unallocated ESOP shares,  totaled
    1,352,195 and 1,363,006 for the nine and three month periods ended March 31,
    1999. 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.

    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
    1,395,392 and 1,394,389 for the nine and three month periods ended March 31,
    1999, and 1,370,258 and 1,384,888 for the nine and three month periods ended
    March 31, 1998.  Incremental shares related to the assumed exercise of stock
    options  included in the  computation of diluted  earnings per share totaled
    43,197 and 31,383 for the nine and three month periods ended March 31, 1999,
    and 32,348 and 38,806 for the nine and three month  periods  ended March 31,
    1998, respectively.


























                                       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 March 31, 1999

The Corporation's  total assets at March 31, 1999, amounted to $110.3 million, a
$19.4 million, or 21.3%, 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 $10.5 million and growth in deposits of $7.4 million.

Investment  securities  totaled  $195,000 at March 31,  1999, a decrease of $3.4
million,  or  94.6%,  from the total at June 30,  1998,  as  maturities  of $5.0
million  during the period were  partially  offset by  purchases  of  securities
totaling $1.5 million.

Mortgage-backed  securities  totaled  $18.9  million at March 31,  1999,  a $7.0
million,  or 59.1%,  increase  over the total at June 30,  1998.  This  increase
resulted primarily from purchases of $11.6 million,  which were partially offset
by principal  repayments  totaling  $4.4 million.  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 $82.0 million at March 31, 1999, an increase of $11.0
million,  or 15.5%, over the June 30, 1998 total. Loan disbursements  during the
period  totaled  $28.1  million,   which  were  partially  offset  by  principal
repayments of $10.9 million and loans sold in the secondary market totaling $6.3
million.  Loan  disbursements  during  the nine  months  ended  March 31,  1999,
increased by $6.3 million,  or 28.8%,  compared to the origination volume during
the same period in 1998, comprised primarily of loans originated for sale, which
totaled $6.3 million for the nine month period ended March 31, 1999.

The  allowance for loan losses  totaled  $269,000 and $270,000 at March 31, 1999
and June 30, 1998, which represented .33% and .38% of total loans and 527.5% and
329.3% of nonperforming  loans at those respective  dates.  Nonperforming  loans
amounted  to  $51,000  and  $82,000  at March  31,  1999,  and  June  30,  1998,
respectively. Although management believes that its allowance for loan losses at
March 31, 1999, 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  $69.4  million at March 31, 1999, a $7.4  million,  or 12.0%,
increase over total deposits at 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
primarily to fund new loan originations during the period.

FHLB  advances  totaled  $23.0  million at March 31, 1999, a $10.5  million,  or
83.8%,  increase  over June 30, 1998.  Proceeds  from the increase in borrowings
were primarily used to fund purchases of mortgage-backed securities.

The Savings Bank is required to meet minimum  capital  standards  promulgated by
the Office of Thrift Supervision  ("OTS"). At March 31, 1999, 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 Nine Month Periods Ended March 31, 1999
and 1998

General

The  Corporation's net earnings totaled $403,000 for the nine months ended March
31, 1999, a decrease of  $150,000,  or 27.1%,  from the net earnings of $553,000
recorded in the comparable period in 1998. The decrease in net earnings resulted
primarily  from a decrease of $95,000 in net interest  income and an increase of
$255,000 in general,  administrative  and other  expenses,  which were partially
offset by an increase  of $119,000 in other  income and a decrease of $81,000 in
the provision for federal income taxes.

Net Interest Income

Total interest income increased by $264,000, or 5.5%, to a total of $5.1 million
for the nine months  ended  March 31,  1999,  compared to the nine month  period
ended March 31, 1998. Interest income on loans increased by $601,000,  or 17.2%,
due  primarily  to a $14.8  million,  or 24.0%,  increase  in the  average  loan
portfolio  balance  outstanding,  which was partially offset by a decline in the
weighted-average yield. Interest income on mortgage-backed  securities increased
by $45,000,  or 5.9%,  due  primarily  to an  increase  in the  average  balance
outstanding.  Interest  income on  investment  securities  and  interest-bearing
deposits  decreased  by  $382,000,  or 66.6%,  due  primarily  to a decrease  of
approximately  $3.4 million in the average balance  outstanding,  coupled with a
decrease in the yield earned on such investments.

Interest expense on deposits increased by $156,000, or 7.5%, for the nine months
ended March 31, 1999,  compared to the same period in 1998,  due primarily to an
approximate $7.6 million,  or 12.9%,  increase in the average deposit  portfolio
balance outstanding.

Interest expense on borrowings increased by $203,000, or 42.7%, 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 $95,000,  or 4.2%,  for the nine months ended
March 31, 1999,  compared to the same period in 1998.  The interest  rate spread
was  approximately  2.30% for the nine months ended March 31, 1999,  compared to
2.23% for the comparable 1998 period, while the net interest margin decreased to
approximately 2.94% in 1999, compared to 3.30% in 1998.












                                       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, 1999
and 1998 (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 nine month periods ended March
31, 1999 and 1998. 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  $175,000  for the nine months  ended March 31,  1999,  an
increase of $119,000  over the 1998 total.  The  increase  was due  primarily to
gains on sale of loans totaling  $89,000 during the fiscal 1999 period,  coupled
with a $30,000,  or 53.6%,  increase in other operating income.  Other operating
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 $255,000,  or 17.1%, for
the nine months ended March 31, 1999,  compared to the same period in 1998.  The
increase in general, administrative and other expense resulted primarily from an
increase of $102,000,  or 13.5%, 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 $39,000,  or 28.3%, in occupancy and
equipment  expense,  primarily  related  to the New  Philadelphia  branch and an
increase in Ohio franchise tax totaling $55,000, or 38.5%, year to year.

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling $202,000
for the nine months ended March 31, 1999, a decrease of $81,000,  or 28.6%, from
the same period in 1998. The decrease  resulted  primarily  from a $231,000,  or
27.6%, decrease in earnings before taxes. The effective tax rates were 33.4% and
33.9% for the nine months ended March 31, 1999 and 1998, 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 March 31, 1999
and 1998

General

The Corporation's net earnings totaled $157,000 for the three months ended March
31,  1999,  a decrease  of $8,000,  or 4.8%,  from the net  earnings of $165,000
recorded in the comparable period in 1998. The decrease in net earnings resulted
primarily  from a decrease of $31,000 in net interest  income and an increase of
$17,000 in general,  administrative and other expenses,  which were offset by an
increase of $37,000 in other  income and a decrease  of $3,000 in the  provision
for federal income taxes.

Net Interest Income

Total interest income increased by $89,000,  or 5.3%, to a total of $1.8 million
for the three months  ended March 31,  1999,  compared to the three month period
ended March 31, 1998. Interest income on loans increased by $184,000,  or 15.0%,
due primarily to an increase of approximately  $14.4 million in the average loan
portfolio balance  outstanding.  Interest income on  mortgage-backed  securities
increased  by $38,000,  or 15.0%,  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 $133,000,  or 67.5%,  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 $43,000, or 6.3%, for the three months
ended March 31, 1999,  compared to the same period in 1998,  due primarily to an
approximate  $8.9  million  increase in the average  deposit  portfolio  balance
outstanding.

Interest expense on borrowings  increased by $77,000, or 36.7%, 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 $31,000,  or 4.0%, for the three months ended
March 31, 1999, compared to the same period in 1998.














                                       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, 1999
and 1998 (continued)

Provision for Losses on Loans

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, 1999 and 1998.  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  $58,000 for the three  months  ended March 31,  1999,  an
increase of $37,000 over the 1998 total.  The  increase  was due  primarily to a
$21,000  gain on sale of loans in the 1999 three month  period,  coupled  with a
$16,000, or 76.2%, increase in other operating income.

General, Administrative and Other Expense

General, administrative and other expense increased by $17,000, or 3.1%, for the
three  months  ended March 31,  1999,  compared to the same period in 1998.  The
increase in general, administrative and other expense resulted primarily from an
increase  of  $9,000,  or 17.0%,  in  occupancy  and  equipment  expense  due to
additional depreciation related to newly purchased office premises and equipment
and pro-rata increases in other expenses due to the Corporation's overall growth
year to year.

Federal Income Taxes

The Corporation  recorded a provision for federal income taxes totaling  $81,000
for the three months ended March 31, 1999, a decrease of $3,000,  or 3.6%,  from
the same period in 1998. The decrease  resulted  primarily  from an $11,000,  or
4.4%,  decrease in earnings before taxes. The effective tax rates were 34.0% and
33.7% for the three months ended March 31, 1999 and 1998, respectively.


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.





                                       15


<PAGE>


                            FFD Financial Corporation

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


Year 2000 Compliance Matters (continued)

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. Of the systems that the
Savings Bank identified as mission-critical, the most significant is the on-line
core account  processing  system  performed by a third party  service  provider,
Intrieve,  Inc. ("Intrieve").  Intrieve has converted 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.  Intrieve  successfully
performed  Year 2000 proxy testing with several of its larger users during early
October 1998. The Savings Bank performed  final testing of its unique  equipment
configuration and communications link to Intrieve 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 Intrieve'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 Intrieve'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 March 31, 1999, 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 nine  
                                        months ended March 31, 1999.


















                                       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:       May 14, 1999                     By:  /s/Robert R. Gerber
       ------------------------------             -----------------------------
                                                    Robert R. Gerber
                                                    President and
                                                    Principal Financial Officer




Date:       May 14, 1999                     By:  /s/Charles A. Bradley
       ------------------------------             -----------------------------
                                                    Charles A. Bradley
                                                    Treasurer






























                                       18