---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

Amendment No. 1

to

FORM 10-QSB



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number: 0-24849



---

FIRST NILES FINANCIAL, INC.

(Exact name of small business issuer as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 34-1870418                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|55 North Main Street, Niles, Ohio                              |  | 44446                               
|(Address of principal executive offices)                       |  | (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 5, 2006: 1,384,553



---

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x

Transitional Small business Disclosure Format (check
one):    Yes ̈No  x



---



---

The registrant is filing this amendment solely for the purpose of disclosing that the registrant is not a shell company
as defined in Rule 12b-2 of the Exchange Act by checking the appropriate box on the cover page of this form.



---

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: June 19, 2006 |  | By:                         |  | /s/ William L. Stephens              
|                    |  |                             |  | William L. Stephens                  
|                    |  |                             |  | President and Chief Executive Officer
|                    |  |                             |  | (Duly Authorized Representative)     
|                    |  |                            
|Date: June 19, 2006 |  | By:                         |  | /s/ Thomas G. Maley                  
|                    |  |                             |  | Thomas G. Maley                      
|                    |  |                             |  | Controller                           
|                    |  |                             |  | (Principal Accounting Officer)       



---

INDEX TO EXHIBITS



|     |  |                                                                                                                                                                                                                                                                                           
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.  |  | 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 Registrants 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