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, 1998

                                           OR

        [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934.

             For the transition period from _______ to ________           

        Commission File 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)

                                 (502) 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, 1998  
            ------------              ----------------------------------
            Common Stock                        4,129,612  shares

                     This document is comprised of 13 pages.



<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY




                                      INDEX


PART I - Financial Information                                      Page Number

  Item 1 - Financial Statements

           Consolidated Statements of Financial Condition as
           of September 30, 1998 (Unaudited) and June 30, 1998.           3

           Consolidated Statements of Income for the Three Months
           Ended September 30, 1998 and 1997 (Unaudited).                 4

           Consolidated Statements of Comprehensive Income for
           the Three Months Ended September 30, 1998 and 1997
           (Unaudited).                                                   5

           Consolidated Statements of Cash Flows for the Three
           Months Ended September 30, 1998 and 1997 (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>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


         ASSETS                                                  September 30,         June 30,
         ------                                                      1998                1998
                                                                 ------------       -----------
                                                                  (unaudited)                              
<S>                                                            <C>                 <C> 
                                                               $  8,017,206        $  4,992,588
Cash and cash equivalents                                           763,268           4,157,124   
Interest bearing deposits                                                                          
Securities:
     Securities held-to-maturity (fair value approximates 
      $51,910,000 and $24,935,000 at September 30, 1998
      and June 30, 1998, respectively)                           51,589,119          24,639,484
     Securities available-for-sale, at fair value                 2,939,298           1,934,412      
Loans receivable, net                                           376,642,666         355,306,342       
Real estate owned:                                                                                 
    Acquired through foreclosure                                    112,147             133,584
    Held for development                                            642,491             642,491
Investment in Federal Home Loan Bank stock                        3,038,300           2,983,800
Premises and equipment                                           11,137,771          10,747,145               
Other assets                                                        956,374           1,329,890              
Excess of cost over net assets of affiliate purchased            11,502,821           2,784,409              
                                                               ------------        ------------      
     Total Assets                                              $467,341,461        $409,651,269
                                                               ============        ============                            


LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities:
 Savings deposits                                              $382,488,761        $306,702,649
 Advances from Federal Home Loan Bank                            23,219,101          43,248,855
 Accrued interest payable                                         1,155,985             358,435
 Accounts payable and other liabilities                           2,837,105           2,576,839
 Deferred income taxes                                            2,205,768           2,076,104
                                                                -----------         -----------
      Total Liabilities                                         411,906,720         354,962,882
                                                                -----------         -----------

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 4,129,612  
       shares on September 30, 1998 and 4,129,612 shares
       on June 30, 1998                                          4,129,612            4,129,612
 Additional paid-in capital                                      3,252,247            3,253,664
 Retained earnings - substantially restricted                   46,958,636           46,208,807  
 Net unrealized holding gain on securities available-for-sale, 
    net of tax                                                   1,094,246            1,096,304                      
                                                                ----------            ---------
       Total Stockholders' Equity                               55,434,741           54,688,387
                                                                ----------           ----------
       Total Liabilities & Stockholders' Equity               $467,341,461         $409,651,269
                                                              ============         ============
</TABLE>

 See notes to consolidated financial statements.

                                       3

<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                    Three Months Ended
                                                       September 30, 
                                               1998                   1997 

 Interest income:                                           
  Interest on loans                         $7,712,415            $7,089,484
  Interest and dividends on   
    investments and deposits                   998,151               432,242
                                           -----------           -----------
    Total interest income                    8,710,566             7,521,726
                                           -----------           -----------
Interest expense:
  Savings deposits                           4,227,346             3,247,563
  Federal Home Loan Bank advances              398,804               580,991
                                           -----------           -----------
    Total interest expense                   4,626,150             3,828,554
                                           -----------           -----------
  Net interest income                        4,084,416             3,693,172
  Provision for loan losses                     60,000                60,000
                                           -----------           -----------
  Net interest income after
     provision for loan losses               4,024,416             3,633,172
                                           -----------           -----------
Other income:
 Customer service fees on deposit accounts     387,495               313,244
 Other income                                  351,412               309,936
 Gain on sale of investment                    108,267               116,945
                                           -----------           -----------
    Total other income                         847,174               740,125
                                           -----------           -----------
Other expense:
 Employee compensation and benefits          1,091,947               888,135
 Office occupancy and equipment expense        307,604               237,533
 Federal insurance premiums                     48,260                44,226
 Marketing and advertising                     102,024                86,395
 Outside services and data processing          178,674               151,927
 State franchise tax                            79,357                74,039
 Other expense                                 964,269               428,014
                                           -----------          ------------
    Total other expense                      2,772,135             1,910,269
                                           -----------          ------------

Income before taxes                          2,099,455             2,463,028
Income taxes                                   727,215               859,260
                                           -----------           -----------

Net income                                  $1,372,240            $1,603,768
                                            ==========            ==========

Weighted average common shares outstanding   4,129,612             4,167,600

Net income per share of common stock (Note 2)    $0.33                 $0.38
                                                 =====                 =====
Dividends per share of common stock              $0.15                 $0.14
                                                 =====                 =====

See notes to consolidated financial statements

                                       4


<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)

                                                         Three Months Ended
                                                             September 30, 

                                                        1998              1997
                                                       -----             -----

Net income                                          $1,372,240       $1,603,768
Other comprehensive income, net of tax:
    Unrealized gains on securities                   1,094,246          975,229
                                                    ----------       ----------

Total comprehensive income                          $2,466,486       $2,578,997
                                                    ==========       ==========




                                       5

<PAGE>
<TABLE>
<CAPTION>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

                                                                   Three Months Ended
                                                                      September 30,
                                                                   1998            1997
<S>                                                           <C>               <C>  
Operating Activities:
  Net income                                                   $1,372,240       $ 1,603,768
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Provision for loan losses and real estate owned                60,000            60,000
    Provision for depreciation                                    179,943           140,278
    Net change in deferred loan fees and costs                     54,219            46,987
    Federal Home Loan Bank stock dividends                        (54,500)          (50,700)
    Amortization of discounts on securities held-to-maturity      (22,700)          (32,322)
    Amortization of acquired intangible assets                    157,498            60,018                      
    Net gain on sale of investments available-for-sale           (108,267)         (116,945)                       
    Increase in interest payable                                  797,550           199,690                     
    Decrease in other assets                                      386,608           300,685                      
    Increase in accounts payable and other liabilities            389,930           664,080                     
                                                               ----------         ---------
 Net cash provided by operating activities                      3,212,521         2,875,539
                                                               ----------         ---------                         
Investing Activities:
    Sale of securities available-for-sale                         110,223         3,479,138
    Purchases of securities available-for-sale                 (1,010,000)          (38,332)                      
    Purchases of securities held-to-maturity                  (36,855,000)       (5,000,000)                 
    Principal collections on securities held-to-                                 
      maturity                                                  9,929,165         6,047,431
    Net increase in loans to customers                        (10,720,165)       (6,394,242)
    Purchases of premises and equipment                          (443,795)         (453,878)
    Sales of real estate acquired in settlement of                       
      loans                                                        92,000           129,000
                                                               ----------        ----------                          
Net cash used in investing activities                         (38,897,572)       (2,230,883)
                                                             ------------        ----------                  
Financing Activities:
  Advances from (repayments to) Federal Home Loan Bank        (20,029,754)          (26,294)
  Net increase in customer savings deposits                     3,291,366         3,611,114                  
  Dividends paid                                                 (619,442)         (582,287)                    
  Proceeds from stock options exercised                             --                2,386                   
  Common stock repurchased                                         (1,417)         (270,000)                          
  Collection on advance to ESOP                                     --               14,685                    
  Cash proceeds from acquisition                               51,964,454              --                         
                                                              -----------        ----------                        
Net cash provided by financing activities                      34,605,207         2,749,604
                                                              -----------        ----------
                                                                                 
(Decrease) increase in cash and cash equivalents               (1,079,844)       (3,394,260)
Cash and cash equivalents, beginning of year                    9,149,712         9,175,713                       
                                                               ----------        ----------                    
                                                                       
Cash and cash equivalents, end of period                      $ 8,069,868      $ 12,569,973
                                                               ==========        ==========                 
                                                                                
</TABLE>

See notes to consolidated financial statements.



                                       6


<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY

                   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,  1998  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,
     1998 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  1998 Proxy  Statement  which has
     been previously filed with the Commission.

2.   On  December 15, 1997,  the  Bank  adopted SFAS No.  "Earnings  Per Share,"
     which  establishes new standards for computing and presenting  earnings per
     share. The  reconciliation  of the numerators and denominators of the basic
     and diluted EPS computations is as follows:
                                                        Three Months Ended
                                                           September 30,   
                                                        ------------------
                                                      (Dollars in Thousands)

                                                  1998                    1997
                                                  ----                    ----

Net income available
   to common shareholders                    $   1,372               $   1,604
                                             =========               =========
Basic EPS:
   Weighted average common shares            4,129,612               4,167,600
                                             =========               =========
Diluted EPS:
   Weighted average common shares            4,129,612               4,167,600
   Dilutive effect of stock options            20,705                  29,114
                                             ---------               ---------
    Weighted average common and
       incremental  shares                   4,150,317               4,196,714
                                             =========               =========
 Earnings Per Share:

   Basic                                         $0.33                   $0.38
                                                 =====                   =====
   Diluted                                       $0.33                   $0.38
                                                 =====                   =====


                                       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, and Flaherty.

The  following  discussion  and  analysis  covers  any material  changes  in the
financial  condition since June 30, 1998 and any material changes in the results
of  operations  for the  three  month  period ending,  September 30, 1998.  This
discussion  and  analysis  should  be  read  in  conjunction  with  "Managements
Discussion  and  Analysis  of  Financial  Condition  and  Results of Operations"
included in the 1998 Annual Report to Shareholders.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The  information set forth in this report  includes  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995. For
this purpose,  the words  "believes,"  "anticipates,"  "plans,"  "expects,"  and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Although the Corporation believes that the forward-looking  statements are based
upon  reasonable  assumptions,  the  statements are subject to certain risks and
uncertainties  that  could  cause  the Corporation's  actual  results  to differ
materially from those indicated by the forward-looking statements. Among the key
factors that may have a direct bearing on the  Corporation's  operating  results
are  fluctuations  in the economy;  the relative  strengths  and weakness in the
consumer  and  commercial  credit  sectors  and in the real estate  market;  the
actions  taken by the Federal  Reserve for the purpose of managing  the economy;
the Corporation's  success in assimilating acquired branches and operations into
the Bank's existing operations;  the Bank's success in converting its systems to
integrate  new  hardware  and  software   without   material   disruption;   the
Corporation's  ability to offer competitive  banking products and services;  the
continued  growth of the markets in which the  Corporation  operates  consistent
with  recent  historical  experience;   the  enactment  of  federal  legislation
affecting the operations of the Corporation;  and the  Corporation's  ability to
expand into new markets  and to maintain  profit  margins in the face of pricing
pressure.

Acquisition                                                                    
On   July 24, 1998,  the Bank  completed its  acquisition of three bank branches
located  in  Meade  County,  Kentucky from  Bank  One, Kentucky, N.A. Two of the
branches  are  located  in  Brandenburg,  Kentucky  and  the  third branch 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  assets  of $11,870,000,
liabilities  of  $72,500,000  and  core  deposit  intangibles  of  approximately
$8,670,000.  The  consideration   paid  for  the  assets  totaled  approximately
$20,500,000,  which  was  determined  based  on  a premium for the core deposits
of  the  acquired  banking  centers  plus  the  book  or  cash  value of certain
other  transferred  assets.  The  acquisition  was  funded  by reducing proceeds
due for the net liability amount assumed.

                                       8
<PAGE>


Results of Operations                                                  
Net  income was  $1,654,000  or $0.40 per share for the three month period ended
September  30, 1998,  as  compared  to  $1,604,000  or  $0.38  per share for the
same  period  in  1997. On July 24, 1998,  the  Bank  completed  a  three-branch
acquisition  in  Meade  County,  Kentucky.   This  resulted  in  an  acquisition
related  charge  of  $282,000  which  reduced  net  income for the quarter ended
September  30,  1998,   to  $1,372,000,  or  $0.33  per  share.   The  following
discussion  outlines  the  material  differences  in income and expenses for the
three month period ended September 30, 1998 as compared to 1997.

Net  interest  income  increased  by  $391,244  in  1998  as compared to 1997 in
spite  of  the  declining  net  interest  margin  which  was 3.76% for  the 1998
period,  as  compared to 4.13% for  the  1997  period.  The  acquisition  of the
Meade  County  banking  centers  contributed   approximately   $267,000  to  the
total   increase   in   net   interest   income   for  the  1998  quarter.   The
Corporation's  cost of funds  decreased  by  18  basis  points  in 1998 compared
to 1997, due to lower rates paid on short-term customer deposits.

Average  interest-earning  assets increased by $76 million from $355 million for
the  1997   period   to   $431   million  for  the   1998   period  due  to  the
interest-earning   assets  acquired  from  the  Meade  County  banking  centers.
Average  loans  were  $40  million  higher  and  averaged  $371  million  during
1998,  while  the  average  yield  on  loans  decreased  by  24 basis  points to
8.25%.

Average  interest-bearing  liabilities  increased  by $83  million to an average
balance  of  $405  million  for  the  1998  period  due to the  interest-earning
liabilities   acquired  from  Meade  County.  Customer  deposits  averaged  $382
million  during   1998,  an  increase  of  $99  million  compared  to  the  1997
quarter.   The  acquisition  contributed  approximately  $72.5  million  to  the
total deposit growth.

Total other income was $847,174 for the three months ended  September  30, 1998,
as compared to $740,125 for the 1997 period,  an increase of $107,049.  Gains on
investment  sales were  $108,267  for the 1998  quarter as  compared to gains of
$116,945  for the 1997  period.  Other  sources  of  income,  such as loan fees,
checking account fees, and other customer transaction fees increased by $115,727
due to growth in deposit relationships with existing customers and new customers
as a result of the acquisition.

Total other expense was  $2,772,135  for the three month period ended  September
30,  1998,  as  compared  to  $1,910,269  for the 1997  period,  an  increase of
$861,866. Compensation and benefits increased by $203,812 in 1998 as compared to
1997, $187,000 of the increase is due to the acquisition while the other $17,000
increase  is due  to  routine  inflationary  salary  raises  and  new  associate
positions  required to service the normal  customer  growth of the Bank.  Office
occupancy  and  equipment  expenses  increased by $70,071 in 1998 as compared to
1997.  Approximately  $50,000 of the increase is due to the  acquisition  of the
Meade County banking centers while the remaining  $20,000 is due to inflationary
increases in other  occupancy and equipment  related  expenses.  Operating costs
related to the acquisition such as supplies,  marketing,  data processing costs,
and legal expenses  resulted in an increase to other expense of $291,869 for the
quarter ended  September 30, 1998. All other  expenses  increased by $296,114 in
1998 compared to 1997.  Expenses  directly related to customer checking accounts
increased  due to a higher  volume of  accounts.  Expenses  directly  related to
postage, telephone, data processing costs, marketing, 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,  1998,
management  chose  to  add   $60,000  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  67%  of  the  Bank's  non-performing assets are collateralized by
one-to-four family residences at September 30, 1998.

                                                        Three Months Ended 
                                                            September 30,
                                                        ------------------     
                                                     1998               1997  
                                                     ----               ----  
                                                      (Dollars in Thousands) 

Allowances for loan losses:                                                   
  Balance, July 1                                 $   1,853       $    1,715  
  Balance acquired in merger                            205              --  
  Provision for loan losses                              60               60 
  Charge-offs                                            (7)             (15)  
  Recoveries                                             12                6  
                                                 ----------       ----------
  Balance, end of period                         $    2,123       $    1,766 
                                                 ==========       ==========

Net loans outstanding at quarter end               $376,643         $333,932  
Non-performing loans at quarter end:                                           
   Collaterized by one-to-four family homes           1,502            1,247  
   Other non-performing loans                           635              361

Ratios:  Non performing loans to total loans            .57%             .48%  
         Allowance for loans losses to                                         
           non-performing loans                          99%             110% 
         Allowance for loan losses to net loans         .56%             .53%  
         Non-performing assets to total assets          .48%             .50%  



Liquidity & Capital Resources                                                   
Loan demand  continued to be strong during the quarter ended September 30, 1998,
as  net  loans  increased  from  $355  million  at June 30, 1998 to $377 million
at  September  30.  The   acquisition  of  the   Meade  County  banking  centers
contributed  $11  million  to  the  total loan growth of $22 million,  while the
Bank  achieved  a  12%  growth  rate in its existing loan customer  base, or $11
million  in  net  new  loans.  The Meade County  acquisition  contributed  $72.5
million  in  new  customer  deposits.  The   acquisition  coupled  with  a  $3.3
million  growth  in  the  Bank's customer  deposits  resulted in a total deposit
increase of $75.8 million during the quarter ended September 30, 1998.


                                       10

<PAGE>


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  the  savings  deposits and  short-term
borrowings.  At  September 30, 1998,  the  Bank's  liquid  assets were 16.19% of
its   liquidity  base.  The  Bank  intends  to  continue  to  fund  loan  growth
(outstanding  loan  commitments  were  $9.5  million  at September 30, 1998) and
any  declines  in   customer  deposits  through  additional  advances  from  the
FHLB.  At  September 30, 1998,  the  Bank had an unused  approved line of credit
in  the  amount  of $12.5  million, and  the potential to significantly increase
its  indebtedness  with  the  FHLB, if  necessary,  due  to its strong financial
condition.

The  Office of Thrift  Supervision's  capital  regulations  requires the Bank to
meet  three  capital  standards.  As  indicated  below,  the Bank  substantially
exceeded the regulatory requirements for each category at September 30, 1998.


                                           (Dollars in thousands)

                                 Tangible          Core          Risk-weighted

Actual capital                    $40,919         $40,919            $43,042

Regulatory requirement              9,070          18,139             26,103
                                    -----          ------             ------
Excess                            $31,849         $22,780            $16,939
                                  =======         =======            =======


Year 2000
Recognizing the need to ensure its operations will not be adversely  impacted by
Y2K failures,  the Bank has developed a proactive  plan for  minimizing its risk
and  updating a majority of its computer  hardware  and software  systems in the
process.  Upon completion of the plan, management believes that the consequences
of Y2K issues will not have a material effect on the Bank's business, results of
operations and financial  condition.  The Bank has entered into  agreements with
hardware and  software  vendors  to  systematically  replace and verify that all
hardware and software is Y2K compliant. An equally  important  objective  of the
complete  overhaul  of  the  systems  is to  enhance  the  Bank's  technological
capabilities.  The  anticipated  benefits  of the  new  systems  include  faster
customer  service,  the  flexibility  to offer a wider range of new products and
services and the capability to offer electronic  banking services in the future.
Communication  systems will be converted to fully  integrated wide area network,
thereby connecting all banking centers electronically to one another. Management
anticipates  that all  remaining  Y2K issues  will be  resolved  and all related
contingency  costs  will be  reliably  estimatable  by  March  1999.  Management
currently anticipates that implementation costs will approximate  $140,000,  net
of  tax,  and  that  equipment  upgrade  costs,   including  both  technological
enhancements and Y2K related costs, will approximate $260,000, net of tax.


                                       11



<PAGE>



                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY



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:
                                The  Corporation  filed Form  8-K on August 10, 
                                1998  to  report  the  acquisition of three bank
                                branches located  in Meade County, Kentucky from
                                Bank One,  Kentucky,  N.A., effective  July 24, 
                                1998.


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<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY



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, 1998                  BY: (S)  B. Keith Johnson   
                                          -------------------------------------
                                          President and Chief Executive Officer


DATE:  November 12, 1998                   BY: (S) Richard L. Muse             
                                           ------------------------------------
                                           Vice President and Comptroller




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