UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 10-QSB

| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004           
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________.

---

|Delaware

(State or other jurisdiction of
incorporation or organization)     | 34-1870418

(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------- | ------------------------------------------------
|55 North Main Street, Niles, Ohio


(Address of principal executive offices) | 44446

(Zip Code)                               

Issuer's telephone number, including area code: (330) 652-2539

> Shares of common stock, par value $.01 per share, outstanding as of May 6, 2004: 1,390,531
> 
> Transitional Small business Disclosure Format (check one): Yes 
> No

**Item 1. Financial Statements**

|                                                                              | March 31,2004 | December 31,2003
|----------------------------------------------------------------------------- | ------------- | ----------------
|                                                                              | (Unaudited)   |                 
|ASSETS                                                                        |               |                 
|Cash and cash equivalents:                                                   
|Noninterest bearing                                                           | $ 1,574       |                 
|Interest bearing                                                              | 9,385         |                 
|                                                                             
|                                                                             
|Total cash and equivalents                                                    | 10,959        |                 
|                                                                             
|                                                                             
|Securities available for sale - at market                                     | 45,383        |                 
|Securities to be held to maturity - at cost                                   | 232           |                 
|Loans receivable, net of allowance  for loan losses of $758 and $759 in       | 40,467        |                 
|Accrued interest receivable                                                   | 480           |                 
|Federal Home Loan Bank stock, at cost                                         | 1,106         |                 
|Real estate investment, limited partnership - at equity                       | 125           |                 
|Prepaid expenses and other assets                                             | 124           |                 
|Prepaid federal income taxes                                                  | 1             |                 
|Premises and equipment, at cost less accumulated depreciation                 | 305           |                 
|TOTAL ASSETS                                                                  | $99,182       |                 
|LIABILITIES                                                                   |               |                 
|Deposits                                                                      | $61,273       |                 
|Accrued interest payable                                                      | 133           |                 
|Accounts payable and other liabilities                                        | 630           |                 
|Federal Home Loan Bank advances                                               | 20,500        |                 
|Federal income tax payable                                                    | -             |                 
|Deferred federal income tax liability                                         | 221           |                 
|TOTAL LIABILITIES                                                             | 82,758        |                 
|                                                                              |               |                 
|                                                                              |               |                 
|SHAREHOLDERS' EQUITY                                                          |               |                 
|Preferred stock, $.01 par value, authorized  500,000 shares; none outstanding | -             |                 

|                                                                                    | March 31,2004 | December 31,2003
|----------------------------------------------------------------------------------- | ------------- | ----------------
|                                                                                    | (Unaudited)   |                 
|Common stock, $.01 par value, authorized  6,000,000 shares; 1,754,411 shares issued | 18            |                 
|Paid in capital                                                                     | 6,879         |                 
|Retained earnings                                                                   | 14,140        |                 
|Net unrealized gains on securities available for sale                               | 1,152         |                 
|Common stock purchased by the Employee  Stock Ownership Plan                        | (623          | )               
|Treasury stock - 376,120 shares and 355,101 shares                                  | (5,141        | )               
|TOTAL SHAREHOLDERS'
EQUITY                                                          | 16,424        |                 
|                                                                                   
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          | $99,182       |                 
|                                                                                   

SEE ACCOMPANYING NOTES

|                                                   | Three Months EndedMarch 31,
|-------------------------------------------------- | ---------------------------
|                                                   | 2004                       
|Interest income:                                   |                            
|Loans receivable:                                  |                            
|First mortgage loans                               | $ 576                      
|Consumer and other loans                           | 35                         
|Mortgage-backed and related securities             | 274                        
|Investments                                        | 330                        
|Interest-bearing deposits                          | 20                         
|TOTAL INTEREST INCOME                              | 1,235                      
|Interest expense:                                  |                            
|Deposits                                           | 268                        
|Borrowings                                         | 230                        
|TOTAL INTEREST EXPENSE                             | 498                        
|NET INTEREST INCOME                                | 737                        
|Provision for loan losses                          | -                          
|NET INTEREST INCOME AFTERPROVISION FOR LOAN LOSSES | 737                        
|Noninterest income:                                |                            
|Gain (loss) on sale of securities                  | 94                         
|Service fees and other                             | 8                          
|TOTAL NONINTEREST INCOME                           | 102                        
|Noninterest expense:                               |                            
|Equity in loss of limited partnership              | 9                          
|General and administrative:                        |                            
|Compensation and benefits                          | 258                        
|Occupancy and equipment                            | 25                         
|Federal deposit insurance premiums                 | 2                          
|Legal and audit                                    | 35                         
|Franchise taxes                                    | 48                         
|Other operating expense                            | 89                         

|                           | Three Months EndedMarch 31,
|-------------------------- | ---------------------------
|                           | 2004                       
|TOTAL NONINTEREST EXPENSE  | 466                        
|INCOME BEFORE INCOME TAXES | 373                        
|Federal income taxes       | 113                        
|NET INCOME                 | $ 260                      
|BASIC EARNINGS PER SHARE   | $ .20                      
|DILUTED EARNINGS PER SHARE | $ .20                      

SEE ACCOMPANYING NOTES

(Unaudited)

|                                               | Three Months EndedMarch 31,
|---------------------------------------------- | ---------------------------
|                                               | 2004                       
|                                               |                            
|Net income                                     | $ 260                      
|Other comprehensive income (loss):             |                            
|Unrealized gains (losses) on securities:       |                            
|Unrealized gains (losses) arising for period   | 320                        
|Related income tax                             | 109                        
|                                               | 211                        
|Reclassification adjustment:                   |                            
|Gain included in net income, net of income tax | (62                        
|Other comprehensive income (loss)              | 149                        
|COMPREHENSIVE INCOME (LOSS)                    | $ 409                      
|                                               |                            

SEE ACCOMPANYING NOTES

|                                                                                                             | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------------------------------ | ---------------------------
|                                                                                                             | 2004                       
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                         |                            
|Net income                                                                                                   | $ 260                      
|Adjustments to reconcile net income to net cash  provided by operating activities                            |                            
|Deferred income taxes                                                                                        | (8                         
|Depreciation                                                                                                 | 7                          
|Amortization of deferred loan fees and costs                                                                 | (1                         
|Amortization of discounts and premiums on       investments and mortgage-backed and       related securities | 16                         
|Gain on sale of securities                                                                                   | (94                        
|Equity in loss of limited partnership                                                                        | 9                          
|Loss on sale of fixed asset                                                                                  | 13                         
|Provision for loan losses                                                                                    | -                          
|Federal Home Loan Bank stock dividends                                                                       | (11                        
|                                                                                                             | 191                        
|Net decrease in accrued interest receivable,    prepaid expenses and other assets                            | 130                        
|Net increase (decrease) in accrued interest,    accounts payable and other liabilities                       | (39                        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                    | 282                        
|                                                                                                             |                            
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                         |                            
|Proceeds from sale of securities available for sale                                                          | 1,500                      
|Purchase of securities available for sale                                                                    | (9,000                     
|Proceeds from maturity of securities available for sale                                                      | 12,000                     
|Proceeds from principal payments on mortgage-backed    and related securities                                | 1,896                      
|Net (increase) decrease in interest-bearing deposits    with banks                                           | (2,957                     
|Net (increase) decrease in loans                                                                             | (1,688                     

|                                                                       | Three Months EndedMarch 31,
|---------------------------------------------------------------------- | ---------------------------
|                                                                       | 2004                       
|Sale of fixed asset                                                    | 4                          
|Additions to premises                                                  | (33                        
|NET CASH PROVIDED BY USED IN INVESTING    ACTIVITIES                   | 1,722                      
|                                                                       |                            
|CASH FLOWS FROM FINANCING ACTIVITIES                                   |                            
|Net increase (decrease) in savings accounts, MMDAs    and NOW accounts | (124                       
|Net increase (decrease) in certificates of deposits                    | (539                       
|Purchase of Treasury shares                                            | (617                       
|Cash dividends paid on common stock                                    | (198                       
|Incentive stock options exercised                                      | 188                        
|NET CASH PROVIDED BY USED IN FINANCING    ACTIVITIES                   | (1,290                     
|NET INCREASE IN CASH                                                   | 714                        
|CASH AT BEGINNING OF PERIOD                                            | 860                        
|CASH AT END OF PERIOD                                                  | $1,574                     
|Cash paid during the period for:                                       |                            
|Interest                                                               | $ 497                      
|Income taxes                                                           | $ 130                      

SEE ACCOMPANYING NOTES

NOTE A -- SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies followed by First Niles Financial, Inc. ("First Niles") are in accordance with accounting principles generally accepted in the
United States of America and conform to general practices within the savings and loan industry.

The accompanying unaudited 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 accounting principles generally accepted in the United States of America.
Management believes that all normal recurring adjustments that are necessary for a fair presentation of interim period financial information have been reflected in these financial statements. The
results of operations for the interim periods discussed herein are not necessarily indicative of the results that may be expected for a full year. These interim financial statements should be read in
conjunction with the consolidated financial statements and Notes included in the First Niles Financial, Inc. Annual Report on Form 10-KSB for the year ended December 31, 2003.

NOTE B -- STOCK CONVERSION

On October 26, 1998, First Niles began trading as a public company on the Nasdaq SmallCap Market. First Niles issued 1,754,411 shares, $.01 par value common stock, at
$10.00 per share, raising $15.5 million, net of shares acquired by the newly formed Employee Stock Ownership Plan (the "ESOP") and net of the costs of the conversion. Home Federal Savings and Loan
Association of Niles converted to a federal stock savings and loan association and simultaneously received proceeds of $8.5 million in exchange for all of its common stock to First Niles. This
transaction was accounted for using historical cost in a manner similar to that in a pooling of interests.

NOTE C -- EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average shares outstanding, during the period, less weighted-average shares in the ESOP
that are unallocated and not committed to be released. Diluted earnings per share reflect the potential effect of stock options and is calculated using the treasury stock method. At March 31, 2004
the market price of First Niles stock exceeded the exercise price of all outstanding options; the resulting dilution, is presented in the following table, as rounded to the nearest whole
cent.

The following table sets forth the computation of earnings per share for the three month periods ended March 31, 2004 and March 31, 2003 (income in
thousands):

|                                                    | Three Months EndedMarch 31,
|--------------------------------------------------- | ---------------------------
|                                                    | 2004                       
|                                                    |                            
|Net income                                          | $ 260                      
|Earnings applicable to basic     earnings per share | 260                        
|Average common shares                               | 1,399,782                  
|Less average unallocated     ESOP shares            | 89,905                     
|Average common shares     outstanding - basic       | 1,309,877                  
|Average common shares     outstanding - diluted     | 1,332,011                  
|Earnings per share - basic                          | $0.20                      
|diluted                                             | $0.20                      

|**Item 2.** | **Management's Discussion and Analysis of Financial Conditionand Results of Operations**
|----------- | ----------------------------------------------------------------------------------------

**General**

First Niles Financial, Inc., a Delaware corporation, was formed in July 1998 to act as the holding company for Home Federal Saving and Loan Association of Niles upon
the completion of Home Federal's conversion from mutual to stock form. The conversion was completed on October 26, 1998. References in this Form 10-QSB to "we", "us", and "our" refer to First Niles
and/or Home Federal as the context requires.

Our principal business consists of attracting retail deposits from the general public and investing those funds primarily in permanent and construction loans secured
by first mortgages on owner-occupied, one-to-four family residences. We also originate, to a lesser extent, loans secured by first mortgages on non-owner-occupied one-to-four family residences,
permanent and construction commercial and multi-family real estate loans, and consumer loans. Excess funds are generally invested in investment securities and mortgage-backed and related securities.
Additionally, we borrow funds from the FHLB and reinvest the proceeds in investment securities at favorable interest rate spreads.

The following discussion compares our consolidated financial condition at March 31, 2004 to December 31, 2003 and the results of operations for the three month period
ended March 31, 2004 with the same period ended March 31, 2003. This discussion should be read in conjunction with the consolidated financial statements and footnotes included herein.

**Comparison of Financial Condition at March 31, 2004 and December 31, 2003**

Total assets decreased by $851,000, or 0.9%, to $99.2 million at March 31, 2004 from $100.0 million at December 31, 2003. This decrease was primarily reflected in a
$6.1 million decrease in total investment securities partially offset by a $3.7 million increase in total cash and cash equivalents and a $1.7 million increase in net loans receivable. The increase
in cash and cash equivalents is expected to be temporary and occurred as management continues to search and analyze suitable investment alternatives.

The aforementioned decrease in assets was primarily related to a $645,000 decrease in total liabilities and a $206,000 decrease in shareholders' equity. Deposits
decreased $664,000 during this three month time period. The decrease in deposits was comprised of a $125,000 aggregate decrease in savings accounts and NOW accounts and a $539,000 decrease in
certificates of deposit.

Shareholders' equity at March 31, 2004 was $16.4 million, a $206,000, or 1.2% decrease from December 31, 2003. The decrease in shareholders' equity was primarily the
result of stock

repurchases totaling $417,000, partially offset by a $149,000 increase in net unrealized gains on securities available for sale. The company repurchased 35,719 of its shares during
the quarter at an average price of $17.27. Book value per share was $11.91 at March 31, 2004, compared to $11.88 at December 31, 2003. The dividend paid during the quarter totaled $198,000 and was
equivalent to $0.15 per common share. At March 31, 2004 and December 31, 2003, there were 1,378,291 and 1,399,310 shares of common stock outstanding, respectively.

Nonperforming loans, consisting of nonaccruing loans and accruing loans delinquent more than 90 days, totaled $1.1 million at March 31, 2004, or 1.1% of total assets,
compared to $1.0 million, or 1.0% of total assets as of December 31, 2003. The allowance for loan losses was $758,000 at March 31, 2004, representing coverage of 70.3% of non-performing loans and
1.9% of net loans receivable. During the quarter ended March 31, 2004 a chargeoff in the amount of $1,000 reduced the allowance for loan losses.

At December 31, 2003, the allowance for loan losses was $759,000 and represented coverage of 75.8% of nonperforming loans and 2.0% of net loans receivable. Management
believes that the current level of the allowance for loan losses remains adequate to absorb losses resulting from uncollectible loans. At March 31, 2004 and December 31, 2003 we had no foreclosed
assets.

**Results of Operations for the Three-Month Period Ended March 31, 2004**

***General.*** Our results of operations depend primarily on our net interest income, which is determined by (i) the
difference between interest earned on interest-earning assets, consisting primarily of mortgage loans, collateralized mortgage obligations, other investments and interest-bearing deposits in other
institutions, and interest expense on interest-bearing liabilities, primarily deposits and borrowings, and (ii) the relative amounts of our interest-earning assets and interest-bearing liabilities.
The level of non-interest income, such as fees received from customer deposit account service charges and gains on sales of investments, and the level of non-interest expense, such as federal deposit
insurance premiums, salaries and benefits, office occupancy costs, and data processing costs, also affect our results of operations. Finally, our results of operations may also be affected
significantly by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities, all of which are beyond our
control.

***Net Income.*** For the three months ended March 31, 2004, First Niles recorded net income of $260,000 as compared to
$274,000 in the comparative 2003 period, a decrease of $14,000, or 5.1%. This net income resulted in an annualized return on average assets of 1.04% as compared to 1.09% in the same period one year
ago. The annualized return on shareholders' equity for the three months ended March 31, 2004 was 6.22% compared to 6.06% for the three months ended March 31, 2003. Basic earnings per share and
diluted earnings per share for the three months ended March 31, 2004 was $0.20 and $0.20, respectively, as compared to $0.21 and $0.20, respectively, for the same period in 2003.

***Net Interest Income.*** Net interest income decreased by $61,000, or 7.6%, for the three month period ended March 31,
2004 as compared to the respective 2003 period. For the three months ended March 31, 2004 the interest rate spread was 2.58% as compared to 2.67% for the same period one year prior. The net interest
margin for the current period was 2.74% as compared to 3.23% for the same period one year ago.

The major factor leading to the contraction in net interest rate spread and net interest margin was the continued decline in market interest rates over the past year
which impacted the asset side of the balance sheet to a greater extent than the liability side.

For the three months ended March 31, 2004 total interest income decreased by $123,000, or 9.1%, as compared to the same period in 2003. Specifically, interest income
on investments, loans receivable, investment securities and interest bearing deposits decreased a collective $193,000 for the three month period ended March 31, 2004 as compared to the same period in
2003. This decrease was offset by a $70,000 increase in interest income on mortgage-backed and related securities for the comparative three month periods. The average yield on interest earning assets
declined from 5.49% during the first quarter of 2003 to 5.00% for the first quarter of 2004, which was the primary reason for the decline in interest income.

The Company continues to maintain its level of borrowings from the FHLB at $20.5 million. The proceeds from these borrowings have been reinvested into investment
securities (leverage strategy). This strategy was undertaken at a net interest rate spread and net interest margin lower than those related to core operations. The interest rate spread and net
interest margin on the leverage strategy was approximately 152 basis points as of March 31, 2004. This leverage strategy requires a negligible amount of administrative expense and is the primary
reason that such an activity can be undertaken at a reduced interest rate spread and net interest margin as compared to core operations, while making a significant contribution to net
income.

Eleven of our twelve FHLB Advances are convertible at the option of the FHLB on a specified date and quarterly thereafter to a variable rate based on 3-month LIBOR. At
the time of conversion, each advance may be prepaid without penalty. At March 31, 2004, $17.0 million of the FHLB advances were subject to conversion at the next quarterly conversion date. During the
past several quarters, as a strategy to mitigate the interest rate risk associated with such conversions in a rising interest rate environment, we have shortened the expected life and increased the
cash flow of our investment portfolio by reducing the maturity of our callable U.S. Agency security portfolio and reinvesting the proceeds and other liquid funds into CMOs.

Total interest expense decreased by $62,000, or 11.1%, as compared to the same period one year prior. Total interest on deposits decreased $72,000, or 21.2%, from
period to period. Interest expense on FHLB Advances increased from $220,000 to $230,000 on a period to period comparative basis. The overall cost of funds for the quarter ended March 31, 2004 was
2.42%, a 29 basis point decrease from the same quarter one year ago. The average interest rate on deposits

for the quarter, which comprised 74.9% of total interest bearing liabilities at March 31,
2004, declined to 1.74%, 51 basis points lower than one year ago. The average interest rate on FHLB advances, which comprise the remaining portion of interest bearing liabilities, declined to 4.51%
from 4.58% on a year to year basis.

**Provision for Loan Losses**. For the three months ended March 31, 2004 there was no provision for loan losses, unchanged from the comparative period in
2003. The provision for loan losses is a result of management's periodic analysis of risks inherent in our loan portfolio from time to time, as well as the
adequacy of the allowance for loan losses. It is our policy to provide valuation allowances for estimated losses on loans based upon past loss experience, current trends in the level of delinquent
and specific problem loans, loan concentrations to single borrowers, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, and current
and anticipated economic conditions in our market area. Accordingly, the calculation of the adequacy of the allowance for loan losses is not based directly on the level of non-performing
assets.

Management will continue to monitor the allowance for loan losses and make future additions to the allowance through the provision for loan losses as economic
conditions dictate. Although we maintain the allowance for loan losses at a level which we consider to be adequate to provide for losses, there can be no assurance that future losses will not exceed
estimated amounts or that additional provisions for loan losses will not be required in future periods. In addition, management's determination as to the amount of the allowance for loan losses is
subject to review by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation, as part of their examination process, which may result in the establishment of an additional
allowance.

***Noninterest Income.*** Noninterest income of $102,000 for the three months ended March 31, 2004 was $45,000 higher
than during the same period in 2003. This increase was essentially the result of a $45,000 increase in gain on sale of investment securities in the current quarter as compared to previous comparative
quarter. Service fees and other income remained unchanged at $8,000 on a period to period comparative basis.

***Noninterest Expense.*** Noninterest expense increased $4,000, or 0.9%, for the three months ended March 31, 2004 as
compared to the same period in 2003. Compensation and benefits declined $34,000 on a quarter to quarter comparative basis, primarily due to the retirement of two officers. The duties of these
officers were generally absorbed by existing staff and the addition of one employee. However, increases in several expense categories, including a $20,000 increase in other operating expense and a
$9,000 increase in equity in loss of limited partnership more than offset the aforementioned cost savings. Other operating expense was higher, primarily due to the sale of a company owned automobile,
which resulted in an expense of $13,000.

***Federal Income Taxes.*** The provision for federal income taxes decreased by $6,000 in the three months ended March
31, 2004 as compared to the same period in 2003, resulting in a tax

provision of $113,000. The decrease in the provision for federal income taxes as compared to the same period in 2003 was primarily
due to a $20,000 decrease in pre-tax income from period to period. The effective tax rate in the current three month period was 30.3%, unchanged from one year prior. The above effective tax rates
differ from the statutory rate of 34% primarily due to our ownership interest in a low income housing tax credit program. The tax credits from this program are expected to last through
2006.

**Liquidity and Capital Resources**

Our main source of funds are deposits, and loan and securities repayments. While scheduled loan repayments and maturing investments are relatively predictable, deposit
flows and loan prepayments are more influenced by interest rates, general economic conditions and competition. Safe and sound banking practices require us to maintain cash and eligible investments at
levels that assure our ability to meet demands for deposit withdrawals and the repayment requirements of short-term borrowings, if any. We believe that sufficient funds are available for us to meet
our current liquidity needs. Total cash and cash equivalents amounted to $11.0 million at March 31, 2004.

We use our capital resources to meet ongoing commitments to fund various types of deposit withdrawals, to invest in securities, to fund existing and future loan
commitments, to maintain liquidity, and to meet operating expenses. At March 31, 2004, we had outstanding commitments to extend credit or purchase securities totaling $7.6 million, including $1.9
million of unused consumer lines of credit.

Home Federal is required to maintain minimum regulatory capital sufficient to meet tangible, core and risk-based capital ratios of 1.5%, 4.0% and 8.0%, respectively.
As of March 31, 2004, Home Federal significantly exceeded its regulatory capital requirements, with tangible, core, and risk-based capital ratios of 14.70%, 14.70% and 38.72%,
respectively.

**Cautionary Forward-looking Statements**

This document, including information incorporated by reference, contains, and future filings by First Niles Financial, Inc. on Form 10-KSB, Form 10-QSB, and Form 8-K
and future oral and written statements by First Niles and its management may contain, forward-looking statements about First Niles and its subsidiary which we believe are within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance,
growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such as may, could, should, would, believe, anticipate, estimate,
expect, intend, plan and similar expressions are intended to identify forward-looking statements. Forward-looking statements by First Niles and its management are based on beliefs, plans, objectives,
goals, expectations, anticipations, estimates and intentions of management and are not guarantees of future performance. First Niles disclaims any obligation to update or revise

any forward-looking
statements based on the occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below, as well as other factors discussed under the caption"
Management's Discussion and Analysis of Financial Condition and Results of Operations" in this document and identified in our filings with the SEC and those presented elsewhere by our management from
time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document:

The following factors, many of which are subject to change based on various other factors beyond our control, could cause our financial performance to differ
materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements:

- the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
- the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
- the financial markets interest rate and monetary fluctuations particularly the relative relationship of short-term interest rates to long-term interest
rates;
- the timely development of and acceptance of new products and services of Home Federal and the perceived overall value of these products and services by users,
including the features, pricing and quality compared to competitors' products and services;
- the willingness of users to substitute competitors' products and services for our products and services;
- the impact of changes in financial services' laws and regulations (including laws concerning taxes, accounting, banking, securities and insurance);
- the impact of technological changes;
- acquisitions;
- changes in consumer spending and saving habits; and
- our success at managing the risks involved in the foregoing.

**Item 3.     Controls and Procedures**

An evaluation of the Company's disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities
Exchange Act of 1934 (the "Exchange Act") as of March 31, 2004, was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Principal Financial Officer
and several other members of the Company's senior management. The Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures as
currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and
communicated to the Company's management (including the Chief Executive Officer and Principal Financial Officer) in a timely manner and (ii) recorded processed, summarized and reported within the
time periods

specified in the SEC's rules and forms. There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Act) that occurred during the quarter
ended March 31, 2004, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and
procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to
all material non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal,
future events affecting its business may cause the Company to modify its disclosure controls and procedures.

**PART II - OTHER INFORMATION**

|**Item 1.** | **Legal Proceedings:**                                                             
|----------- | -----------------------------------------------------------------------------------
|            | There are no matters required to be reported under this item.                      
|**Item 2.** | **Changes in Securities and Small Business Issuer Purchases of Equity Securities:**

**Quarterly Stock Repurchase Activity**

On November 19, 2003, the Company's Board of Directors authorized management to repurchase up to 5.0% of the Company's outstanding common stock, or approximately 69,865 shares, under a program of
open market purchases or privately negotiated transactions. The plan does not have an expiration date. Information on the shares purchased during the first quarter of 2004 is as follows.

|**Period**                           | **Total Numberof SharesPurchased** | **Average PricePer Share** | **Total Number ofShares Purchasedas Part of PubliclyAnnounced Plan** | **Maximum Number ofShares that May YetBe Purchased Underthe Plan**
|------------------------------------ | ---------------------------------- | -------------------------- | -------------------------------------------------------------------- | ------------------------------------------------------------------
|January 1, 2004 - January 31, 2004   | ---                                | ---                        | ---                                                                  | 69,865                                                            
|February 1, 2004 - February 29, 2004 | 4,400                              | 17.15                      | 4,400                                                                | 65,465                                                            
|March 1, 2004 - March 31, 2004       | 31,319                             | 17.28                      | 31,319                                                               | 34,146                                                            
|Total                                | 35,719(1)                          | 17.27                      | 35,719                                                               | 34,146                                                            

(1) All shares were purchased in open market transactions, pursuant to the Company's publicly announced repurchase program.

|**Item 3.** | **Defaults Upon Senior Securities:**                         
|----------- | -------------------------------------------------------------
|            | There are no matters required to be reported under this item.
|**Item 4.** | **Submission of Matters to a Vote of Security Holders:**     
|            | There are no matters required to be reported under this item.
|**Item 5.** | **Other Information:**                                       
|            | There are no matters required to be reported under this item.

|**Item 6.** | **Exhibits and Reports on Form 8-K:**                                                                        
|----------- | -------------------------------------------------------------------------------------------------------------
|            | (a)     The following exhibit is filed herewith:          See exhibit index(b)     Reports on Form 8-K:  None

**SIGNATURES**

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|                    |     | **FIRST NILES FINANCIAL, INC.**Registrant                                                                        
|------------------- | --- | -----------------------------------------------------------------------------------------------------------------
|Date:  May 14, 2004 | By: | /s/ William L. StephensWilliam L. StephensPresident and Chief Executive Officer*(Duly Authorized Representative)*
|Date:  May 14, 2004 | By: | /s/ Thomas G. MaleyThomas G. MaleyController*(Principal Accounting Officer)*                                     

|Number | Document                                                                                                                                                                                                                                                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3      | The Certificate of Incorporation and Bylaws, filed on July 10, 1998 as Exhibits 3.1 and 3.2, respectively, to Registrant's Registration Statement on Form SB-2 (File
No.333-58883), are incorporated by reference.                                                                       
|      
|4      | Registrant's Specimen Stock Certificate, filed on July 10, 1998 as Exhibit 4 to Registrant's Registration Statement on Form SB-2 (File No.333-58883), are incorporated
by reference.                                                                                                     
|      
|10.1   | Employment Agreement between Registrants operating bank subsidiary and William L. Stephens and Lawrence Safarek filed as Exhibits 10.1 and 10.3 to Registrant's Report
on Form 10-KSB for the fiscal year ended December 31, 1998 (File No.0-24849), is incorporated herein by reference.
|      
|10.2   | Registrant's 1999 Stock Option and Incentive Plan, filed on November 12, 1999 as Appendix A to Registrant's Proxy Statement on Schedule 14A (FILE No. 0-24849), is
incorporated herein by reference.                                                                                     
|      
|10.3   | Registrant's 1999 Recognition and Retention Plan filed on November 12, 1999 as Appendix B to Registrant's Proxy Statement on Schedule 14A (FILE No. 0-24849), is
incorporated herein by reference.                                                                                       
|      
|11     | Statement re computation of earnings per share (see Note C of the Notes to Financial Statements included in this Form 10-QSB).                                                                                                                                                           
|      
|31.1   | Rule 13a-14(a) Certification for the Registrant's Chief Executive Officer.                                                                                                                                                                                                               
|      
|31.2   | Rule 13a-14(a) Certification for the Registrant's Chief Financial Officer.                                                                                                                                                                                                               
|      
|32     | Section 1350 Certifications