FORM 10-Q

                                  UNITED STATES
                       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: September 30, 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 Number  0-18832

                 First Federal Financial Corporation of Kentucky
             (Exact Name of Registrant as specified in its charter)

              Kentucky                                  61-1168311
     (State or other jurisdiction             (IRS Employer Identification No.)
   of incorporation or organization)

                                 2323 Ring Road
                          Elizabethtown, Kentucky 42701
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (270) 765-2131
              (Registrants's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
      ---       ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                 Class                    Outstanding as of October 31, 1999
                 -----                    ----------------------------------
              Common Stock                           3,918,163  shares



                        This document is comprised of 13 pages.


<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY




                                      INDEX


PART I - Financial Information                                      Page Number

 Item 1-Consolidated Financial Statements

        Consolidated Statement of Financial Condition as
        of September 30, 1999 (Unaudited) and June 30, 1999.              3

        Consolidated Statement of Income for the Three Months
        Ended September 30, 1999 and 1998 (Unaudited).                    4

        Consolidated Statement of Comprehensive Income for
        the Three Months Ended September 30, 1999 and
        1998 (Unaudited).                                                 5

        Consolidated Statement of Cash Flows for the Three
        Months Ended September 30, 1999 and 1998 (Unaudited).             6

        Notes to Consolidated Financial Statements                        7


 Item 2-Management's Discussion and Analysis of the Consolidated
        Statements of Financial Condition and Results of Operations       8


PART II - Other Information                                               12

SIGNATURES                                                                13

<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                          September 30,      June 30,
                               ASSETS                         1999             1999
                                                              ----             ----
                                                           (unaudited)
<S>                                                       <C>              <C>
Cash and due from banks                                   $  8,528,032     $ 10,257,162
Interest bearing deposits                                    7,245,686        1,634,475
                                                          ------------     ------------
           Total cash and cash equivalents                  15,773,718       11,891,637
Securities available-for-sale                                2,584,792        2,935,979
Securities held-to-maturity                                 38,330,647       44,404,392
Loans receivable, less allowance for loan losses
   of $2,157,448 (September) and $2,107,994 (June)         414,928,421      400,360,402
Federal Home Loan Bank stock                                 3,258,400        3,200,000
Premises and equipment                                      11,408,218       11,594,369
Real estate owned:
  Acquired through foreclosure                                 121,051          108,610
  Held for development                                         445,683          445,683
Excess of cost over net assets acquired                     10,671,022       10,878,972
Accrued interest                                             1,160,915        1,603,514
Other assets                                                   892,228          880,216
                                                          ------------     ------------

          TOTAL ASSETS                                    $499,575,095     $488,303,774
                                                          ============     ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
   Non-interest bearing                                   $ 17,197,573    $  15,223,267
   Interest bearing                                        383,797,798      384,220,172
                                                           -----------      -----------
             Total Deposits                                400,995,371      399,443,439
Advances from Federal Home Loan Bank                        37,470,823       25,894,127
Accrued interest payable                                       803,283          868,840
Accounts payable and other liabilities                       3,511,230        2,336,503
Deferred income taxes                                        1,953,823        1,898,703
                                                           -----------      -----------

          TOTAL LIABILITIES                                444,734,530      430,441,612
                                                           -----------      -----------

STOCKHOLDERS' EQUITY:
 Serial preferred stock, 5,000,000 shares
     authorized and unissued                                  -                   -
 Common stock, $1 par value per share;
      authorized 10,000,000 shares; issued and
      outstanding, 4,121,112 shares in June and
      3,972,511 shares in September                          3,972,511        4,121,112
 Additional paid-in capital                                   -               3,055,644
 Retained earnings                                          49,999,857       49,587,422
 Accumulated other comprehensive
    income, net of tax                                         868,197        1,097,984
                                                         ------------     ------------

          TOTAL STOCKHOLDERS' EQUITY                        54,840,565       57,862,162
                                                          ------------     ------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $499,575,095     $488,303,774
                                                          ============     ============
</TABLE>

                 See notes to consolidated financial statements.

                                       3

<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                   September 30,
                                                           ---------------------------
                                                             1999               1998
                                                             ----               ----
<S>                                                       <C>                <C>
Interest Income:
  Interest and fees on loans                              $8,286,225         $7,712,415
  Interest and dividends on investments and deposits         814,159            998,151
                                                           ---------          ---------
          Total interest income                            9,100,384          8,710,566
                                                           ---------          ---------
Interest Expense:
  Deposits                                                 4,241,041          4,227,346
  Federal Home Loan Bank advances                            392,128            398,804
                                                           ---------          ---------
          Total interest expense                           4,633,169          4,626,150
                                                           ---------          ---------
Net interest income                                        4,467,215          4,084,416
Provision for loan losses                                     89,525             60,000
                                                           ---------          ---------
Net interest income after provision for loan losses        4,377,690          4,024,416
                                                           ---------          ---------
Noninterest Income:
  Customer service fees on deposit accounts                  450,504            387,495
  Secondary mortgage market closing fees                     133,785            114,914
  Gain on sale of investments                                153,135            108,267
  Brokerage and insurance commissions                        108,700             85,964
  Other income                                               116,025            150,534
                                                           ---------          ---------
          Total other noninterest income                     962,149            847,174
                                                           ---------          ---------
Noninterest Expense:
  Employee compensation and benefits                       1,286,263          1,091,947
  Office occupancy expense and equipment                     351,231            307,604
  FDIC insurance premiums                                     57,015             48,260
  Marketing and advertising                                  128,214            102,024
  Outside services and data processing                       300,734            238,832
  State franchise tax                                         99,531             79,357
  Acquisition related expense                                   -               291,869
  Amortization of intangibles                                207,950            157,498
  Other expense                                              567,260            454,744
                                                           ---------          ---------

          Total other noninterest expense                  2,998,198          2,772,135
                                                           ---------          ---------

  Income before income taxes                               2,341,641          2,099,455
  Income taxes                                               768,495            727,215
                                                           ---------          ---------

Net Income                                                $1,573,146         $1,372,240
                                                          ==========         ==========
Earnings per share:
          Basic                                               $ 0.39             $ 0.33
          Diluted                                             $ 0.38             $ 0.33
</TABLE>

                 See notes to consolidated financial statements.

                                       4

<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                 Consolidated Statements of Comprehensive Income
                                   (Unaudited)


                                                          Three Months Ended
                                                             September 30,
                                                      -------------------------
                                                         1999           1998
                                                         ----           ----

Net Income
Other comprehensive income (loss), net of tax:        $1,573,146     $1,372,240
     Change in unrealized gain (loss)
       on securities                                    (128,180)        69,398
     Reclassification of realized amount                (101,069)       (71,456)
                                                      ----------     ----------
     Net unrealized gain recognized in
       comprehensive income                             (229,787)        (2,058)
                                                      ----------     ----------

Comprehensive Income                                  $1,343,359     $1,370,182
                                                      ==========     ==========







                 See notes to consolidated financial statements.

                                       5
<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                      September 30,
                                                             ----------------------------
                                                                 1999            1998
                                                                 ----            ----
<S>                                                           <C>           <C>
Operating Activities:
 Net income                                                   $ 1,573,146   $ 1,372,240
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Provision for loan losses                                      89,525        60,000
    Depreciation  of premises and equipment                       247,547       179,943
    Net change in deferred loan fees and costs                     83,561        54,219
    Federal Home Loan Bank stock dividends                        (58,400)      (54,500)
    Amortization of acquired intangible assets                    207,950       157,498
    Amortization and accretion on securities                      (15,638)      (22,700)
    Gain on sale of investments available-for-sale               (153,135)     (108,267)
    Interest receivable                                           442,599       (79,000)
    Other assets                                                  (12,012)      165,608
    Interest payable                                              (65,557)      797,550
    Accounts payable and other liabilities                      1,174,727       260,266
    Deferred taxes                                                173,495       129,664
                                                               ----------    ----------
Net cash provided by operating activities                       3,687,808     2,912,521
                                                               ----------    ----------
Investing Activities:
  Sales of securities available-for-sale                          155,829       110,223
  Purchases of securities available-for-sale                        -        (1,010,000)
  Purchases of securities held-to-maturity                          -       (36,855,000)
  Maturities of  securities held-to-maturity                    6,089,714     9,929,165
  Net increase in loans                                       (14,753,546)  (10,109,859)
  Net purchases of premises and equipment                         (61,396)     (443,795)
  Net cash received in acquisition                                  -        52,456,754
                                                                             ----------
Net cash used in investing activities                          (8,569,399)   14,077,488
                                                               ----------    ----------
Financing Activities:
  Net increase in deposits                                       1,551,932    3,291,366
  Net advances from (repayments to) Federal Home Loan Bank      11,576,696  (20,029,754)
  Dividends paid                                                  (730,267)    (619,442)
  Common stock repurchased                                      (3,634,689)      (1,417)
                                                               -----------   ----------
Net cash provided by financing activities                        8,763,672  (17,359,247)
                                                               -----------   ----------
Increase (decrease) in cash and cash equivalents                 3,882,081     (369,238)
Cash and cash equivalents, beginning of year                    11,891,637    9,149,712
                                                               -----------   ----------
Cash and cash equivalents, end of period                       $15,773,718  $ 8,780,474
                                                               ===========   ==========

</TABLE>


                 See notes to consolidated financial statements.

                                       6
<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


1.    Interim Financial Statements

      First Federal Financial Corporation of Kentucky  ("Corporation") is the
      parent to its wholly owned  subsidiary,  First Federal  Savings Bank of
      Elizabethtown  ("Bank").  The Corporation has no material income, other
      than that generated by the Bank.

      In the opinion of management,  these unaudited  consolidated  financial
      statements include all adjustments necessary for a fair presentation of
      its financial  position as of September 30, 1999 and the results of its
      operations  and its cash flows for the three  month  period then ended.
      All such adjustments were of a normal recurring nature.

      The results of operations for the three month period ended September 30,
      1999  are  not  necessarily indicative of the results for the full year.

      It is suggested that these financial  statements be read in conjunction
      with the financial statements,  accounting policies and financial notes
      thereto  included in the Appendix to the Company's 1999 Proxy Statement
      which has been previously filed with the Commission.

      Earnings  Per Common  Share - Basic  earnings  per common  share is net
      income  divided  by  the  weighted  average  number  of  common  shares
      outstanding  during the  period.  Diluted  earnings  per  common  share
      include the  dilutive  effect of  additional  potential  common  shares
      issuable under stock options.  The reconciliation of the numerators and
      denominators of the basic and diluted EPS is as follows:

                                                          Three Months Ended
                                                             September 30,
                                                      -------------------------
                                                        (Dollars in Thousands)

                                                          1999          1998
                                                          ----          ----

     Net income available to common shareholders       $  1,573       $ 1,372
                                                       ========       =======
     Basic EPS:
        Weighted average common shares                4,069,632     4,129,612
                                                      =========     =========
     Diluted EPS:
        Weighted average common shares                4,069,632     4,129,612
        Dilutive effect of stock options                 18,760        20,705
                                                      ---------     ---------
        Weighted average common and
          incremental shares                          4,088,392     4,150,317
                                                      =========     =========
     Earnings Per Share:
         Basic                                          $  0.39        $ 0.33
                                                        =======        ======
         Diluted                                        $  0.38        $ 0.33
                                                        =======        ======


                                       7

<PAGE>



            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


First Federal Financial Corporation of Kentucky ("Corporation") is the parent to
its  wholly  owned  subsidiary,  First  Federal  Savings  Bank of  Elizabethtown
("Bank").  The  Bank has  operations  in the  central  Kentucky  communities  of
Elizabethtown,   Radcliff,   Bardstown,   Munfordville,    Shepherdsville,   Mt.
Washington, Brandenburg, Flaherty, and Hillview.

The  following  discussion  and  analysis  covers  any  material  changes in the
financial  condition since June 30, 1999 and any material changes in the results
of  operations  for the three month  period  ending  September  30,  1999.  This
discussion  and  analysis  should  be  read  in  conjunction  with  "Managements
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
included in the 1999 Annual Report to Shareholders.

FORWARD-LOOKING STATEMENTSPRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Management's  discussion and analysis contains  forward-looking  statements that
are provided to assist in the  understanding  of  anticipated  future  financial
performance.  However,  such performance  involves risks and uncertainties,  and
there are certain  important  factors  that may cause  actual  results to differ
materially from those  anticipated.  The important factors include,  but are not
limited to, fluctuations in the economy;  changes in interest rates;  government
legislation and regulation;  the Corporation's  success in assimilating acquired
branches and operations into its existing operations;  the Corporation's ability
to offer competitive banking products and services;  the continued growth of the
markets in which the Corporation  operates;  the Corporation's ability to expand
into new markets and to maintain profit margins in the face of pricing pressure,
all of  which  are  difficult  to  predict  and  many of which  are  beyond  the
Corporation's control.

Acquisition Acquisition
On July 24, 1998,  the Bank  completed  its  acquisition  of three bank branches
located in Meade County, Kentucky from Bank One Corporation.  Two of the banking
centers are located in Brandenburg,  Kentucky and the third banking center is in
Flaherty, Kentucky.

In the  transaction,  the Bank  acquired  certain  assets  and  assumed  certain
liabilities associated with the acquisition of the Meade County banking centers.
The transaction resulted in recording of approximately  $11,000,000 of loans and
$72,000,000 of deposits.  The net deposits assumed exceeded the cash received by
$8,670,000.

Results of Operations
Net income was  $1,573,000  or $0.39 per share for the three month  period ended
September  30,  1999,  compared  to  $1,565,000  or $0.38 per share for the same
period in 1998.  Actual  net  income  for the 1998  quarter  includes a one-time
acquisition-related  charge of $292,000  ($193,000 net of tax)  resulting in net
earnings of $1,372,000 or $0.33 per share. The following discussion outlines the
material  differences in income and expense for the quarter ended  September 30,
1999 compared to 1998.

Net  interest  income  increased by $383,000 in 1999 to  $4,467,000  compared to
$4,084,000 in 1998. This increase was due to increases in the volume of interest
earning assets  resulting from normal Bank  operations.  The Bank's net interest
margin increased from 3.76% for the 1998 period to 3.81% for the 1999 period.

Average  interest-earning  assets increased by $34 million from $431 million for
the 1998 period to $465 million for the 1999 period due to the normal  growth of
the Bank. Average loans were $41 million higher and averaged $412 million during
the 1999 period,  while the average yield on loans  decreased by 27 basis points
to 7.98%.

                                       8

<PAGE>

Average  interest-bearing  liabilities  increased  by $13  million to an average
balance of $418  million for the three month period  ended  September  30, 1999.
Customer  deposits  averaged  $384  million  during 1999  quarter,  a $2 million
increase  from the 1998 average  balance of $382  million.  The cost of funds on
these  deposits  averaged 4.38% during the 1999 period which was a decrease of 1
basis  point from the 1998  average  cost of funds of 4.39%.  This  decrease  is
attributable to lower rates paid on short-term customer deposits.

Non-interest  income was $962,000 for the 1999 quarter,  an increase of $115,000
from the 1998 period.  Gains on investment sales were $153,000 compared to gains
of $108,000 for the 1998 quarter. Fee income in connection with loans originated
for the  secondary  market  increased by $19,000 or 17% during the quarter ended
September  30,  1999 due to a better  market  penetration,  as opposed to higher
refinancing  activity.  Fee income  from  trust,  brokerage  and other  customer
transaction fees increases due to growth in deposit  relationships  with new and
existing customers.

Non-interest expense increased by $226,000 or 8% during the 1999 period compared
to  1998.   Compensation  and  employee  benefits,   the  largest  component  of
non-interest expense, increased by $194,000 or 18% in 1999 compared to 1998. The
increase includes salary increases and reflects  increases in the number of full
time  equivalent  employees  from 141 at September 30, 1998, to 160 at September
30, 1999, due to new associate  positions  required to service the growth of the
Bank.

Occupancy and equipment  expense increased by $43,000 or 14% in 1999 compared to
1998.  The  majority of the  increase is due to the  expansion  in the number of
banking locations from 11 at September 30, 1998, to 12 at September 30, 1999.

Marketing and advertising  expense  increased by $26,000 or 25% in 1999 compared
to 1998. This increase includes marketing activities associated with the opening
of a new banking center and the development of new products and services.

All other  non-interest  expense,  excluding  the  one-time  acquisition-related
charge of $292,000 ($193,000, net of tax), increased by $255,000 during the 1999
period  compared  to the 1998  period.  Expenses  directly  related to  customer
checking  accounts  increased  due to a  higher  volume  of  accounts.  Expenses
directly  related to  postage,  telephone,  data  procesing  costs and  supplies
increased due to asset growth and new services provided by the Bank.

                                       9
<PAGE>


Non-Performing Assets
Management  periodically evaluates the adequacy of the allowance for loan losses
based on the Bank's past loan loss  experience,  known and inherent risks in the
portfolio,  adverse  situations that may effect the borrower's  ability to repay
and other factors. During the quarter ended September 30, 1999, management chose
to add $89,525 to the reserve for loan losses. Although current loan charge-offs
and  delinquencies are consistent with previous years, the reserve was increased
to compensate for the Bank's continued strong loan growth.  The Bank experienced
an insignificant  amount of uncollectible  loans during the periods indicated in
the table  below.  Approximately  62% of the  Bank's  non-performing  assets are
collateralized by one-to-four family residences at September 30, 1999.

                                                        Three Months Ended
                                                            September 30,
                                                      -------------------------
                                                       1999              1998
                                                       ----              ----
                                                       (Dollars in Thousands)
Allowance for loan losses:
   Balance, July 1                                   $ 2,108           $ 1,853
   Balance acquired in merger                            -                 205
   Provision for loan losses                              90                60
   Charge-offs                                           (44)               (7)
   Recoveries                                              3                12
                                                     -------           -------
   Balance, end of period                            $ 2,157           $ 2,123
                                                     =======           =======

Loans outstanding at quarter end                    $417,086          $376,643
Non-performing loans at quarter end:
   Collateralized  by one-to-four family homes       $ 1,585           $ 1,502
   Other non-performing loans                            862               635
                                                     -------           -------
     Total non-performing loans                        2,447             2,137
   Real estate acquired through foreclosure              121               112
                                                     -------           -------
     Total non-performing assets                     $ 2,568           $ 2,249
                                                     =======           =======

Ratios:  Non performing loans to loans                   .59%              .57%
         Allowance for loans losses to
           non-performing loans                           88%               99%
         Allowance for loan losses to net loans          .52%              .56%
         Non-performing assets to total assets           .51%              .48%



Liquidity & Capital Resources
Loan demand  continued to be strong during the three months ended  September 30,
1999,  as net  loans  increased  by  $14.6  million  to  $415  million,  a 14.3%
annualized   growth.   In  spite  of  strong   competition  from  new  financial
institutions,  mutual funds and the stock market, customer deposits increased by
$1.6 million during the period.  The Bank's loan growth was funded by additional
borrowings of $11.6 million from the Federal Home Loan Bank.

Current regulations require the Corporation's subsidiary,  First Federal Savings
Bank, to maintain  minimum  specific levels of liquid assets,  (currently 4%) of
cash  and  eligible  investments  to  deposits  and  short-term  borrowings.  At
September 30, 1999,  the Bank's liquid assets were 8.61% of its liquidity  base.
The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $14.2 million at September 30, 1999) and any declines in customer  deposits
through  additional  advances from the FHLB. At September 30, 1999, the Bank had
an  unused  approved  line of credit in the  amount  of $24.4  million,  and the
potential  to  significantly   increase  its  indebtedness  with  the  FHLB,  if
necessary, due to its strong financial condition.

                                       10


<PAGE>

The  Office  of  Thrift   Supervision's   capital  regulations  require  savings
institutions to meet three capital  standards:  a 3% Tier I leverage ratio; a 4%
Tier I capital ratio; and an 8% risk-based capital standard. As of September 30,
1999, the Bank's actual capital percentages for Tier I leverage of 9.15%, Tier I
capital of  13.84%,  and  current  risk-based  capital of 14.51%,  significantly
exceed the regulatory requirement for each category.

Year 2000

When the Year 2000 date change occurs at the end of this year,  customers of the
Bank can be sure their  accounts are safe.  The Bank has been under the watchful
eyes of federal regulators,  who have required meticulous Year 2000 preparations
over the past year.  Important  milestones in the renovating and testing process
have also been  behind us for months  and we are on track for a fully  compliant
Y2K system.

 Status

First Federal  Savings Bank's Board of Directors and senior  management  remains
committed  to be Year 2000  ready.  The Year 2000 team has studied the issue and
has guided the Bank through the Year 2000 process.  The first steps  involved an
evaluation  of the effects Year 2000 could have on our  information  systems and
other  important  aspects  of our  business.  A formal  Year  2000 plan was then
established and filed with the Bank's federal  regulators,  the Office of Thrift
Supervision.  The plan has been  updated  with the  primary  focus on  achieving
compliance  within  established  time  frames.  The Bank's plan has five phases:
awareness, assessment, renovation, validation, and implementation. All phases of
the Bank's Year 2000 plan were substantially completed as of June 30, 1999.

Efforts  for the  remaining  portion  of the year  will be  customer  awareness,
liquidity  needs  and  contingency  planning.  First  Federal  Savings  Bank has
developed  a  business  resumption  or  contingency  plan,  which  the Bank will
implement  in the  event  certain  critical  systems  fail  despite  affirmative
representations  from vendors and favorable  test  results.  These plans will be
updated  regularly and should enable the Bank to function at a level  sufficient
to serve the majority of our  customer's  needs until any Year 2000 problems are
resolved.  The best way customers can prepare for Year 2000 is to stay informed,
keep all bank records, and avoid scam artists.

Cost

Capital  outlays for becoming  Year 2000  compliant  through  September 30, 1999
totaled $497,000  ($328,000,  net of tax) all of which was expensed as incurred.
As the Bank's  initiatives are substantially  complete,  management  anticipates
future costs to be minimal and expensed as incurred.

Risk

First  Federal  Savings  Bank  relies  upon  numerous  third-party  vendors  and
infrastructures  to provide  complete  service to our customers,  and failure on
their part to not becoming  Year 2000  compliant  could have a material  adverse
effect on the Bank. Monitoring of the mission critical vendors continues.

                                       11


<PAGE>

         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY



Part II - Other Information

      Item 1.          Legal Proceedings
                       Not Applicable

      Item 2.          Changes in Securities
                       Not Applicable

      Item 3.          Defaults Upon Senior Securities
                       Not Applicable

      Item 4.          Submission of Matters to a Vote of
                       Security Holders
                       Not Applicable

      Item 5.          Other Information
                       Not Applicable

      Item 6.          Exhibits: Not Applicable
                       Reports on Form 8-K:
                       Not Applicable



                                       12

<PAGE>


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY AND SUBSIDIARY



Pursuant to the  requirements of Section 13 or 15(d) 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:  November 12, 1999         BY: (S)  B. Keith Johnson
                                 ----------------------------
                                 B. Keith Johnson
                                 President and Chief Executive Officer


DATE:  November 12, 1999         BY: (S) Richard L. Muse
                                 -----------------------------
                                 Richard L. Muse
                                 Vice President and Comptroller


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