FORM 10-Q/A

                                  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:    March 31, 1999

                                       OR

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

         For the transition period from___________to__________

Commission File 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 April 30, 1999
               -----------                ------------------------------------

               Common Stock                          4,127,112  shares

                     This document is comprised of 15 pages.


<PAGE>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY


First Federal Financial Corporation of Kentucky is amending Items 1 and 2 of its
10-Q for the fiscal  quarter ended March 31, 1999 to reflect the  restatement of
its  financial   statements  for  the  period.  The  restatement  adjusts  gains
recognized  on the sale of real  estate  during  the  period to  reflect  proper
accounting  principles under Statement of Financial Accounting Standards No. 66.
Accordingly,  approximately  $200,0000,  net of  tax,  of net  income  has  been
deferred to future years.


                                      INDEX

PART I - Financial Information                                      Page Number

   Item 1 - Financial Statements

            Consolidated Statements of Financial Condition as
            of March 31, 1999 (Unaudited) and June 30, 1998.              3

            Consolidated Statements of Income for the Three Months
            and Nine Months Ended March 31, 1999 and 1998
            (Unaudited).                                                  4

            Consolidated Statements of Comprehensive Income for the
            Three Months and Nine Months Ended March 31, 1999 and
            1998 (Unaudited).                                             5

            Consolidated Statements of Cash Flows for the Nine
            Months Ended March 31, 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                                              13

SIGNATURES                                                               15


<PAGE>
<TABLE>
<CAPTION>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                    March  31,        June 30,
          ASSETS                                                       1999             1998
          ------                                                    ----------        --------
                                                                    (unaudited)
<S>                                                              <C>              <C>

Cash and cash equivalents                                         $  9,367,233     $  4,992,588
Interest bearing deposits                                            6,131,324        4,157,124
Securities:
     Securities held-to-maturity (fair value approximates
     $44,220,035 and $24,935,000 at March 31, 1999
     and June 30, 1998, respectively.)                              44,506,060       24,639,484
     Securities available-for-sale                                   3,099,456        1,934,412
Loans receivable, net                                              391,589,777      355,306,342
Real estate owned:
     Acquired through foreclosure                                      255,667          133,584
     Held for development                                              533,638          642,491
Investment in Federal Home Loan Bank stock                           3,140,900        2,983,800
Premises and equipment                                              11,317,501       10,747,145
Other assets                                                           624,183        1,329,890
Excess of cost over net assets of affiliate purchased               11,086,922        2,784,409
                                                                   -----------      -----------
         TOTAL ASSETS                                             $481,652,661     $409,651,269
                                                                  ============     ============


LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
LIABILITIES:
  Savings deposits                                                $396,239,762     $306,702,649
  Advances from Federal Home Loan Bank                              22,997,767       43,248,855
  Accrued interest payable                                             832,700          358,435
  Accounts payable and other liabilities                             2,455,518        2,576,839
  Deferred income taxes                                              2,178,140        2,076,104
                                                                   -----------      -----------
          TOTAL LIABILITIES                                        424,703,887      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  4,127,112
      shares on March  31, 1999 and 4,129,612 shares
      on June 30, 1998                                               4,127,112        4,129,612
  Additional paid-in capital                                         3,185,372        3,253,664
  Retained earnings - substantially restricted                      48,432,152       46,208,807
  Net unrealized holding gain on securities available-for-sale,
      Net of tax                                                     1,204,138        1,096,304
                                                                    ----------       ----------
      Total Stockholders' Equity                                    56,948,774       54,688,387
                                                                    ----------       ----------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                    $481,652,661     $409,651,269
                                                                   ===========      ===========
</TABLE>

See notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)



                                          Three Months Ended             Nine Months Ended
                                               March 31,                      March 31,
                                          ------------------             -----------------
                                         1999            1998           1999            1998
                                         ----            ----           ----            ----
<S>                                  <C>            <C>            <C>             <C>

INTEREST INCOME:
   Interest on loans                  $8,107,831     $7,451,143     $23,884,427     $21,811,011
   Interest and dividends
    on investments and deposits          859,225        438,094       2,757,814       1,292,910
                                       ---------      ---------     -----------      ----------
      Total interest income            8,967,056      7,889,237      26,642,241      23,103,921
                                       ---------      ---------      ----------      ----------
INTEREST EXPENSE:
   Savings deposits                    4,264,242      3,434,597      12,972,532      10,071,475
   Federal Home Loan Bank advances       291,491        612,639       1,000,216       1,796,851
                                       ---------      ---------      ----------      ----------
      Total interest expense           4,555,733      4,047,236      13,972,748      11,868,326
                                       ---------      ---------      ----------      ----------

   Net interest income                 4,411,323      3,842,001      12,669,493      11,235,595
   Provision for loan losses              60,000         30,000         180,000         120,000
                                       ---------      ---------      ----------      ----------
      Net interest income after
      provision for loan losses        4,351,323      3,812,001      12,489,493      11,115,595
                                       ---------      ---------      ----------      ----------
OTHER INCOME:
   Customer service fees on
     deposit accounts                    431,810        306,635       1,267,713         943,583
   Other income                          437,788        278,008       1,201,108         878,930
   Gain on sale of investment                  0        125,622         203,200         242,567
                                         -------        -------       ---------         -------
         Total other income              869,598        710,265       2,672,021       2,065,080
                                       ---------        -------       ---------       ---------

OTHER EXPENSE:
   Employee compensation
     and benefits                      1,260,228        944,057       3,500,529       2,757,621
   Office occupancy and
     equipment expense                   310,644        226,179         941,783         696,237
   Federal insurance premiums             47,544         44,777         140,167         133,390
   Marketing and advertising             225,009         91,850         395,784         276,472
   Outside services and data
     processing                          249,134        188,277         661,980         497,539
   State franchise tax                    99,531         74,039         258,245         224,016
   Goodwill amortization                 207,950         60,018         573,397         180,054
   Other expense                         631,387        402,919       1,752,398       1,244,846
   Acquisition related expense                 0              0         291,869               0
   Data and equipment conversion
     expense                             290,934              0         290,934               0
                                       ---------        -------       ---------       ---------
      Total other expense              3,322,361      2,032,116       8,807,086       6,010,175
                                       ---------      ---------       ---------       ---------

Income before taxes                    1,898,560      2,490,150       6,354,428       7,170,500
Income taxes                             624,146        840,645       2,169,614       2,464,827
                                       ---------      ---------       ---------       ---------
NET INCOME                            $1,274,414     $1,649,505      $4,184,814      $4,705,673
                                      ==========     ==========      ==========      ==========
Weighted average common
  shares outstanding                   4,127,112      4,133,516       4,128,476       4,149,667

Net income per share of
  common stock (Note 2)                    $0.31          $0.40           $1.01           $1.13
                                           =====          =====           =====           =====
Dividends per share of common stock        $0.15          $0.14           $0.45           $0.42
                                           =====          =====           =====           =====

</TABLE>

See notes to consolidated financial statements.


                                       4


<PAGE>
<TABLE>
<CAPTION>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                   (UNAUDITED)


                                                         Three Months Ended              Nine Months Ended
                                                              March 31,                       March 31,
                                                          1999           1998           1999           1998
                                                          ----           -----           ----          ----
<S>                                                  <C>            <C>            <C>            <C>

NET INCOME                                            $1,274,414     $1,649,505     $4,184,814     $4,705,673
                                                      ----------     ----------     ----------     ----------
Other comprehensive income, net of tax:
   Unrealized gains (losses) on securities arising
    during period                                       (161,682)        56,847        107,834        226,170
   Less:  reclassification adjustment for accumulated
    gains included in net income                               0        (82,911)      (134,112)      (160,094)
                                                       ---------       --------      ---------      ---------
Other comprehensive income                              (161,682)       (26,064)       (26,278)        66,076
                                                       ---------       --------      ---------      ---------

TOTAL COMPREHENSIVE INCOME                            $1,112,732     $1,623,441     $4,158,536     $4,771,749
                                                      ==========     ==========     ==========     ==========
</TABLE>

See notes to consolidated financial statements.


                                       5

<PAGE>
<TABLE>
<CAPTION>


                 FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                   (UNAUDITED)

                                                                         Nine Months Ended
                                                                              March 31,
                                                                         -----------------
                                                                         1999          1998
                                                                         ----          ----
<S>                                                                <C>            <C>
OPERATING ACTIVITIES:
   Net income                                                       $ 4,184,814    $ 4,705,673
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provision for loan losses and real estate owned                   180,000        120,000
      Provision for depreciation                                        590,072        446,565
      Net change in deferred loan fees and costs                        167,336        143,768
      Federal Home Loan Bank stock dividends                           (161,400)      (153,700)
      Amortization of discounts on securities held-to-maturity          (50,538)       (81,968)
      Amortization of acquired intangible assets                        573,397        180,054
      Gain on sale of investments available-for-sale                   (203,200)      (242,567)
      Increase in interest payable                                      474,265        397,105
      (Increase) Decrease in other assets                               705,707        (48,288)
      Increase (Decrease) in accounts payable and other liabilities     (19,285)     1,101,676
                                                                       --------     ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                             6,441,168      6,568,318
                                                                      ---------      ---------

INVESTING ACTIVITIES:
   Sale of securities available-for-sale                                211,237      3,615,708
   Purchases of securities available-for-sale                        (1,010,000)       (36,082)
   Purchases of securities held-to-maturity                         (59,855,000)   (10,000,000)
   Principal collections on securities held-to-maturity              40,109,865      6,150,699
   Net increase in loans to customers                               (25,497,402)   (22,858,245)
   Purchases of premises and equipment                               (1,160,428)      (827,178)
   Sales of real estate acquired in settlement of loans                 173,131        593,448
   Sales of real estate held for development                            108,853         44,770
                                                                    -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                               (46,919,744)   (23,316,880)
                                                                    -----------    -----------

FINANCING ACTIVITIES:
   Advances from (repayments to) Federal Home Loan Bank             (20,251,088)     1,882,101
   Net increase in customer savings deposits                         17,042,367     24,552,576
   Dividends paid                                                    (1,857,520)    (1,742,689)
   Proceeds from stock options exercised                                 --              --
   Common stock repurchased                                             (70,792)    (1,046,131)
   Cash proceeds from acquisition                                    51,964,454           --
                                                                    -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                            46,827,421     23,585,857
                                                                    -----------    -----------
Increase (Decrease) in cash and cash equivalents                      6,348,845      6,837,295
Cash and cash equivalents, beginning of year                          9,149,712      9,175,713
                                                                     ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                            $15,498,557    $16,013,008
                                                                   ============     ==========

</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 March 31,  1999 and the  results of its
         operations  and its cash  flows  for the  three  month  and nine  month
         periods then ended.  All such  adjustments  were of a normal  recurring
         nature.

         The results of  operations  for the three month and nine month  periods
         ended March 31,  1999 and 1998 are not  necessarily  indicative  of the
         results for the full years.

         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.       SFAS "Earnings Per Share,"  established 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:


<TABLE>

                                       Three Months Ended      Nine Months Ended
                                            March 31,               March 31,
                                       ------------------      -----------------
                                        1999        1998        1999       1998
                                        ----        ----        ----       ----
                                                 (Dollars in thousands)
<S>                                  <C>         <C>         <C>       <C>

  Net income available
    to common shareholders              $1,274      $1,650     $4,185     $4,706
                                        ======      ======     ======     ======

  Basic EPS:
    Weighted average common shares   4,127,112   4,133,516  4,128,476  4,149,667
                                     =========   =========  =========  =========

  Diluted  EPS:
    Weighted average common shares   4,127,112   4,133,516  4,128,476  4,149,667
    Dilutive effect of stock options    20,503      28,433     21,141     29,055
    Weighted average common          ---------   ---------  ---------  ---------
      and incremental shares         4,147,615   4,161,949  4,149,617  4,178,722
                                     =========   =========  =========  =========
  Earnings Per Share:

    Basic                                $0.31       $0.40      $1.01      $1.13
                                         =====       =====      =====      =====
    Diluted                              $0.31       $0.40      $1.01      $1.13
                                         =====       =====      =====      =====
</TABLE>

                                       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 Kentucky communities of Elizabethtown,
Radcliff, Bardstown, Munfordville,  Shepherdsville, Mt. Washington, Brandenburg,
Flaherty, and Paducah.

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 and nine month periods ending, March 31, 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 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.

RESULTS OF OPERATIONS

Three Month  Period  Ended March 1999 vs. 1998 - During the quarter  ended March
31, 1999, the  Corporation  took a pre-tax  adjustment of $291,000 in connection
with its  computer  conversion  resulting  in net income for the  quarter in the
amount of $1,274,000 or $.31 per share. Excluding this adjustment,  net earnings
for the three month  period ended March 31, 1999 would have been  $1,466,000  or
$.36 per share  compared to  $1,650,000 or $.40 per share for the same period in
1998.

Net interest  income  increased by $569,322 in 1999 as compared to 1998 in spite
of the  declining  net interest  margin which was 4.00% for the 1999 period,  as
compared to 4.11% for the 1998  period.  The purchase of three  banking  centers
during the quarter ended September 30, 1998, contributed  approximately $375,000
to the  total  increase  in net  interest  income  for  the  1999  quarter.  The
Corporation's  cost of funds  decreased by 37 basis  points in 1999  compared to
1998, due to lower rates paid on short-term customer deposits.

                                       8

<PAGE>


Average  interest-earning  assets increased by $71 million from $376 million for
the 1998 period to $447 million for the 1999 period due to the  interest-earning
assets acquired from the three Meade County banking centers.  Average loans were
$44 million  higher and  averaged  $391 million  during 1999,  while the average
yield on loans  decreased  by 30 basis points to 8.40% due to a decrease in loan
rates.

Average  interest-bearing  liabilities  increased by $75.5 million to an average
balance  of  $418  million  for  the  1999  period  due to the  interest-bearing
liabilities acquired from the three banking centers.  Customer deposits averaged
$395 million  during  1999,  an increase of $95.8  million  compared to the 1998
quarter.  The acquisition  contributed  approximately $72.5 million to the total
deposit growth.

Total other income was  $869,598  for the three months ended March 31, 1999,  as
compared to $710,265 for the 1998 period, an increase of $159,333. There were no
sales of securities  recorded  during the 1999 quarter while gains on investment
sales recorded during the 1998 quarter totaled  $125,622.  Customer service fees
charged on deposit accounts increased by $125,175 during 1999 due to a growth in
customer accounts.  Miscellaneous  other income increased by $159,780 during the
1999 period. Miscellaneous income such as brokerage commissions,  loan fees, and
other customer transaction fees increased due to growth in deposit relationships
with existing customers and new customers as a result of the acquisition.

Total other  expense was  $3,322,361  for the three month period ended March 31,
1999, as compared to $2,032,116 for the 1998 period,  an increase of $1,290,245.
Compensation  and  benefits  increased  by $316,171 in 1999 as compared to 1998,
$193,000 of the increase is due to the additional associates gained in the three
branch  acquisition  while  the  other  $123,171  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 $84,465 in 1999 as compared to 1998.  Approximately  $69,000 of the
increase  is due to the  acquisition  of the  three  banking  centers  while the
remaining  $15,465  is due to  inflationary  increases  in other  occupancy  and
equipment  related  expenses.   Marketing  and  advertising  expenses  increased
$133,159 during the 1999 period. Approximately $31,118 of the increase is due to
increased  marketing and advertising for the three new banking centers while the
remaining  increase  of  $102,041  is related to the  Bank's  marketing  efforts
associated  with  expanded  services and products  offered to  customers.  Also,
during the quarter  ended March 31, 1999 the Bank incurred  computer  conversion
costs of $291,000 relating to its conversion to a new data processor.  All other
expenses  increased  by $465,450 in 1999  compared  to 1998.  Expenses  directly
related  to  customer  checking  accounts  increased  due to a higher  volume of
accounts.  Expenses  directly  related to postage,  telephone,  data  processing
costs, and supplies  increased due to expanded  services and products offered to
customers.

Nine Month Period Ended March 31, 1999 vs. 1998 - Net income was  $4,185,000  or
$1.01  per  share   for  the  nine   month   period   ended   March  31,   1999.
Acquisition-related  costs in  connection  with the  purchase  of three  banking
centers  during the quarter ended  September 30, 1998, in the amount of $292,000
were charged against earnings for that quarter.  Also,  during the quarter ended
March 31, 1999, the Corporation  incurred computer conversion costs of $291,000.
Excluding  these  costs,  net earnings for the nine month period ended March 31,
1999,  would have been  $4,570,000 or $1.11 per share  compared to $4,706,000 or
$1.13 per share for the same period in 1998.

Net interest income increased by $1,433,898 in 1999 as compared to 1998 in spite
of the  declining  net  interest  margin  which was 3.86% for the 1999 period as
compared to 4.06% for the 1998 period. The purchase of the three banking centers
contributed  approximately $853,898 to the total increase in net interest income
for the 1999  period.  The  Corporation's  cost of funds  decreased  by 26 basis
points in 1999 compared to 1998, due to lower rates paid on short-term  customer
deposits.

Average  interest-earning  assets increased by $72 million from $365 million for
the 1998 period to $437 million for the 1999 period due to the  interest-earning
assets acquired from the three Meade County banking centers.  Average loans were
$42 million  higher and  averaged  $382 million  during 1999,  while the average
yield on loans decreased by 22 basis points to 8.32%.


                                       9

<PAGE>


Average  interest-bearing  liabilities  increased  by $81  million to an average
balance  of $412  million  for 1999 due to the  purchase  of the  three  banking
centers. Customer deposits averaged $389 million during 1999, an increase of $99
million compared to the 1998 period. The acquisition  contributed  approximately
$72.5 million to the total deposit growth.

Total other income was  $2,672,021  for the nine months ended March 31, 1999, as
compared to $2,065,080  for the 1998 period,  an increase of $606,941.  Gains on
investment  sales were $203,200 for 1999 period as compared to gains of $242,567
for the 1998 period. Customer service fees charged on deposit accounts increased
by $324,130  during 1999 due to growth in customer  accounts.  Other  sources of
income such as loan fees,  other  customer  transaction  fees, and trust account
commissions  increased by $322,178 due to growth in deposit  relationships  with
existing   customers  and  new  customers  as  a  result  of  the  three  branch
acquisition.

Total other expense was  $8,807,086 for the nine months ended March 31, 1999, as
compared to $6,010,175 for the 1998 period, an increase of $2,796,911.  Included
in this  income are the costs  related  to three  branch  acquisition  and those
related to the computer  conversion as previously  discussed.  Compensation  and
benefits  increased  by $742,908  in 1999 as  compared to 1998,  $513,143 of the
increase is result of the acquisition  while the other $229,765  increase is due
to new associate positions required to service the normal customer growth of the
Bank. Office occupancy and equipment  expenses  increased by $245,546 in 1999 as
compared to 1998.  Approximately $185,868 of the increase is due to the purchase
of the three banking centers while the remaining  $59,678 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 total other expense of $261,686.
Also, due to the acquisition, the amortization of goodwill increased by $393,343
from  $180,054 in 1998 to  $573,397 in 1999.  All other  expenses  increased  by
$570,428  in 1999  compared  to 1998.  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.

                                       10

<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 nine month period ended March 31, 1999, management
chose to add  $180,000  to the  reserve  for loan loss.  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  59%  of  the  Bank's
non-performing assets are secured by one-to-four-family  residences at March 31,
1999.

                                        Three Months Ended     Nine Months Ended
                                             March 31,             March 31,
                                        ------------------    -----------------
                                         1999        1998      1999        1998
                                         ----        ----      ----        ----

                                                 (Dollars in thousands)

Allowance for loan losses:
   Balance, beginning of period         $2,002     $1,795     $1,853     $1,715
   Balance acquired in merger              --          --        205        --
   Provision for loan losses                60         30        180        120
   Charge-offs                             (13)        (7)      (210)       (32)
   Recoveries                                3          3         24         18
                                        ------     ------     ------     ------
   Balance, end of period               $2,052     $1,821     $2,052     $1,821
                                        ======     ======     ======     ======

Net loans outstanding at period end                         $391,590   $349,773
 Non-performing loans at period end:
   Collateralized by one-to-four family homes                 $1,379     $1,038
   Other non-performing loans                                   $713       $606
Ratios:
   Non-performing loans to total loans                          .53%        .47%
   Allowance for loan losses to non-performing
      loans                                                      98%        111%
   Allowance for loan losses to net loans                       .52%        .52%
   Non-performing assets to total assets                        .49%        .45%



LIQUIDITY & CAPITAL RESOURCES

Loan demand  continued to be strong during the nine months ended March 31, 1999,
as net loans  increased  from $355 million at June 30, 1998,  to $392 million at
March 31, 1999. The acquisition of the Meade County banking centers  contributed
$11 million to the total loan growth of $37 million,  while the Bank  achieved a
9.7% growth rate in its existing loan  customer  base, or $26 million in net new
loans.  The Meade  County  acquisition  also  contributed  $72.5  million in new
customer  deposits.  The  acquisition  coupled with a $17 million  growth in the
Bank's customer  deposits  resulted in a total deposit increase of $89.5 million
during the nine month period ended March 31, 1999.

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 March 31, 1999,  the Bank's liquid assets were 11.55% of its liquidity  base.
The Bank intends to continue to fund loan growth  (outstanding  loan commitments
were $8.9  million at March 31,  1999) and any  declines  in  customer  deposits
through  additional  advances from the FHLB. At March 31, 1999,  the Bank has an
unused approved line of credit in the amount of $16.2 million, and the potential
to significantly  increase its indebtedness with the FHLB, if necessary,  due to
the Bank's strong financial condition.

                                       11

<PAGE>


The Office of Thrift Supervision's  capital regulations require the Bank to meet
three capital standards. As indicated below, the Bank substantially exceeded the
regulatory requirements for each category at March 31, 1999.

                                             (Dollars in thousands)


                                   Tangible          Core       Risk-Weighted

Actual capital                     $42,619         $42,619        $44,671

Regulatory requirement               7,029          18,743         23,879
                                   -------        --------        -------


Excess                             $35,590         $23,876        $20,792
                                   =======         =======        =======




YEAR 2000 COMPLIANCE

The Year 2000 issue  involves  the ability of computers  to  accurately  process
dates in the new  millennium.  The Year 2000 date  change  can affect any system
that uses computer  software  programs or computer  chips,  including  automated
equipment  and  machinery.  Many  programs  or  chips  store  calendar  dates as
two-digit dates rather than four-digit  numbers.  These programs record the year
1998 as "98". This approach will work until the Year 2000 when the "00" may read
as 1900 instead of 2000. Therefore,  our institution has been fixing our systems
to make sure they will operate properly on January 1, 2000.

Status

First Federal Savings Bank's Board of Directors and senior management has placed
the Year 2000 issue as a top  priority.  Management  created a Year 2000 team in
April  1997 to study  the  issue  and to guide  the Bank  through  the Year 2000
process.  A formal  Year 2000 Plan was  established  and filed  with the  bank's
federal regulators,  the Office of Thrift Supervision.  The Plan continues to be
updated with the primary focus on achieving  compliance within  established time
frames.  The  following  phases are the main  objective of the Plan:  Awareness,
Assessment,  Renovation,  Validation, and Implementation.  As of March 31, 1999,
the awareness and  assessment  phases are complete and the  renovation  phase is
substantially  complete.  Mission-critical  systems and all  hardware  have been
tested  and  validating  the  material  other  third  parties  have  begun.   An
independent  consultant  assisted  management  during  the  validation  phase of
mission-critical  applications.  Findings to date have not  identified  material
Year 2000 risks. By June 30, 1999, all mission-critical systems will be complete
and implementation will be in process.

The  following  table  represents  each  phase  and  the  estimated   percentage
completion to date:

Description of Phase        As of March 31, 1999      As of June 30, 1999
--------------------        --------------------      -------------------

Awareness                           100%                      100%
Assessment                          100%                      100%
Renovation                           80%                      100%
Validation                           80%                      100%
Implementation                       75%                       90%



                                       12
<PAGE>



Cost

Both internal and external resources are being utilized to renovate and validate
equipment for Year 2000 readiness. Expenses as of March 31, 1999 total $213,000,
net of tax. Total cost for Year 2000 is expected to be  approximately  $400,000,
net of tax.

Contingency Plan

Since there is always the possibility of failure in the institution's  system at
critical future dates, a Contingency Plan was developed. The purpose of the Plan
is to give  management  direction on how to handle  problems which will minimize
the impact on the customers.  Critical business areas have been identified based
on the core business processes.  Manual procedures have been documented and will
be validated.  The Board of Directors will review the modified  Contingency Plan
prior to the June 30, 1999 Board meeting. Management will continue to review and
validate the Contingency Plan throughout 1999.

Risk

First Federal Savings Bank relies upon numerous vendors and  infrastructures  to
provide  complete  service to our  customers,  any  failure on their part to not
become Year 2000  compliant  could have a material  adverse  effect on the bank.
Monitoring  of their  efforts  will  continue so any risk can be  mitigated.  In
addition,  First  Federal  Savings Bank has  established a process to manage the
Year 2000 risks  posed by its  customers.  Management  has  identified  material
customers and is evaluating their Year 2000 risk by sending questionnaires. Once
management  has fully  evaluated  the  magnitude  of the risk,  a system will be
implemented for controls if needed.

                                       13

<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:
                             Not Applicable

                                       14
<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:  May 13, 1999            BY: (S) B. Keith Johnson
                                   -----------------------------------------
                                       B. Keith Johnson
                                       President and Chief Executive Officer

DATE:  May 13, 1999            BY: (S) Richard L. Muse
                                   ------------------------------------
                                       Richard L. Muse
                                       Vice President and Comptroller


                                       15