UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

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

For the quarterly period ended December 31, 2003


                                       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:  0-26360

                          Frankfort First Bancorp, Inc.
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                Delaware                                     61-1271129
-------------------------------------------------------------------------------
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                     Identification Number)

       216 West Main Street, Frankfort, Kentucky             40602
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         (Address of principal executive offices)          (Zip Code)

                                 (502) 223-1638
-------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

Check  whether the issuer filed all reports  required to be filed by Section 13,
or 15(d) of the  Exchange  Act during  the past 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
                                                              --    --

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of February 12, 2004: 1,265,613

Page 1 of  17 pages

                                     Page 1
<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>

PART I.           FINANCIAL INFORMATION                                                  PAGE
                  ---------------------------------------------------------------------------
<S>                         <C>                                                         <C>
Item 1            Consolidated Statements of Financial Condition at
                  December 31, 2003 (unaudited) and June 30, 2003 (audited)              3

                  Consolidated Statements of Earnings for the six and three
                  months ended December 31, 2003 and 2002                                4

                  Consolidated Statements of Comprehensive Income for the
                  six months ended December 31, 2003 and 2002                            5

                  Consolidated Statements of Cash Flows for the six
                  months ended December 31, 2003 and 2002                                6

                  Notes to Consolidated Financial Statements                             8

Item 2            Management's Discussion and Analysis or Plan of
                  Operation                                                              11

Item 3            Controls and Procedures                                                15

PART II. OTHER INFORMATION
         -----------------

Item 1            Legal Proceedings                                                      16

Item 2            Changes in Securities and Use of Proceeds                              16

Item 3            Defaults upon Senior Securities                                        16

Item 4            Submission of Matters to a
                  Vote of Security Holders                                               16

Item 5.           Other Information 16

Item 6.           Exhibits and Reports on Form 8-K                                       16

SIGNATURES                                                                               17
----------
</TABLE>


                                     Page 2
<PAGE>

                          Frankfort First Bancorp, Inc.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                        December 31,          June 30,
                                                                            2003                2003
                                                                        (Unaudited)          (Audited)
       <S>                                                                  <C>                 <C>
     ASSETS

Cash and due from banks                                             $             233     $          478

Interest-bearing deposits in other financial institutions                          85              1,550
                                                                       --------------       ------------
       Cash and cash equivalents
                                                                                  318              2,028


Certificates of deposit in other financial institutions                         3,100              3,100

Mortgage-backed securities available for sale - at market                       3,331              3,997

Loans receivable - net                                                        127,503            124,596

Real estate acquired through foreclosure - net                                     --                 29

Office premises and equipment - at depreciated cost                             1,334              1,364

Federal Home Loan Bank stock - at cost                                          2,884              2,827

Accrued interest receivable on loans                                              300                293
Accrued interest receivable on investments and

     interest-bearing deposits                                                     14                 15

Prepaid expenses and other assets                                                  71                 87
                                                                       --------------       ------------

       Total assets                                                 $         138,855     $      138,336
                                                                       ==============       ============

     LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                            $          74,782     $       75,622

Advances from the Federal Home Loan Bank                                       44,936             43,017

Advances by borrowers for taxes and insurance                                      --                324

Accrued interest payable                                                           24                 29

Accrued federal income taxes                                                      254                261

Deferred federal income taxes                                                     259                265

Other liabilities                                                                 863                820
                                                                       --------------       ------------
       Total liabilities
                                                                              121,118            120,338

Shareholders' equity
   Preferred stock, 500,000 shares authorized, $.01 par
       value; no shares issued                                                     --                 --
   Common stock, 3,750,000 shares authorized, $.01

       par value;  1,672,443 shares issued                                         17                 17

   Additional paid-in capital                                                   5,902              5,879

   Retained earnings - restricted                                              18,287             18,525

   Less 410,921 and 418,335 shares of treasury stock-at cost                   (6,351)            (6,331)

   Less shares acquired for stock benefit plan                                    (93)               (98)
   Other comprehensive income (loss), unrealized gains (losses) on
securities

     designated as available for sale - net of related tax effects                (25)                 6
                                                                       --------------       ------------
       Total shareholders' equity
                                                                               17,737             17,998
                                                                       --------------       ------------

       Total liabilities and shareholders' equity                   $         138,855     $      138,336
                                                                       ==============       ============


Book value per share                                                $           14.06     $        14.35
                                                                       ==============       ============
</TABLE>

                                     Page 3


<PAGE>

                          Frankfort First Bancorp, Inc.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                          Six months ended                 Three months ended
                                                            December 31,                      December 31,
                                                         2003          2002               2003           2002
<S>                                                     <C>            <C>                 <C>            <C>
Interest income

   Loans                                             $      3,753   $     4,383        $     1,864   $      2,135

   Investment securities                                       80             5                 40              5

   Interest-bearing deposits and other                         63           109                 29             56
                                                     ------------   -----------        -----------   ------------
          Total interest income
                                                            3,896         4,497              1,933          2,196

Interest expense

   Deposits                                                   993         1,252                478            611

   Borrowings                                               1,306         1,365                649            677
                                                     ------------   -----------        -----------   ------------

          Total interest expense                            2,299         2,617              1,127          1,288
                                                     ------------   -----------        -----------   ------------


          Net interest income                               1,597         1,880                806            908

Provision for losses on loans                                  --            --                 --             --
                                                     ------------   -----------        -----------   ------------

          Net interest income after provision for

             losses on loans                                1,597         1,880                806            908


Other operating income                                         25            44                 13             24

General, administrative and other expense

   Employee compensation and benefits                         556           472                298            225

   Occupancy and equipment                                     80            87                 42             45

   Franchise and other taxes                                   51            56                 26             30

   Data processing                                             56            58                 28             28

   Other operating                                            172           162                 98             86
                                                     ------------   -----------        -----------   ------------
          Total general, administrative

               and other expense                              915           835                492            414
                                                     ------------   -----------        -----------   ------------


          Earnings before income taxes                        707         1,089                327            518

Federal income taxes

   Current                                                    231           366                 95            163

   Deferred                                                    11             5                 18             11
                                                     ------------   -----------        -----------   ------------

          Total federal income taxes                          242           371                113            174
                                                     ------------   -----------        -----------   ------------


          NET EARNINGS                               $        465   $       718        $       214   $        344
                                                     ============   ===========        ===========   ============

Earnings Per Share

  Basic                                              $       0.37   $      0.58        $      0.17   $       0.28
                                                     ============   ===========        ===========   ============
  Diluted                                            $       0.35   $      0.56        $      0.16   $       0.27
                                                     ============   ===========        ===========   ============
</TABLE>

                                     Page 4

<PAGE>

                          Frankfort First Bancorp, Inc.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                      For the six months ended December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               2003             2002
<S>                                                                             <C>             <C>

Net earnings                                                                $      465      $        718

Other comprehensive losses, net of tax:

  Unrealized losses on securities, net of $16 tax in 2003                          (31)               --
                                                                            ----------      ------------


Comprehensive income                                                        $      434      $        718
                                                                            ==========      ============


Accumulated comprehensive loss                                              $      (25)     $         --
                                                                            ==========      ============
</TABLE>

                                     Page 5
<PAGE>


                          Frankfort First Bancorp, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the six months ended December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                2003             2002
<S>                                                                             <C>              <C>
Cash flows from operating activities:

   Net earnings for the period                                             $          465   $          718
   Adjustments to reconcile net earnings to net cash
   provided by (used in) operating activities:
       Amortization of discounts and premiums on loans,

          investments, and mortgage backed securities, net                             12               --

       Amortization of deferred loan origination fees                                 (24)             (53)

       Depreciation and amortization                                                   37               38

       Federal Home Loan Bank stock dividends                                         (57)             (63)

       Amortization expense of stock benefit plan                                       8               --
       Increase (decrease) in cash due to changes in:

          Accrued interest receivable                                                  (6)              74

          Prepaid expenses and other assets                                            16               29

          Accrued interest payable                                                     (5)              (6)

          Other liabilities                                                            43             (585)
          Federal income taxes

             Current                                                                   (7)              11

             Deferred                                                                  11                5
                                                                           --------------   --------------
               Net cash provided by operating activities
                                                                                      493              168

Cash flows provided by (used in) investing activities:

   Principal repayments on mortgage-backed securities                                 606               --

   Purchase of investment securities                                                   --           (3,000)
   Loan principal repayments                                                       15,515           20,693
   Loan disbursements                                                             (18,369)         (12,373)

   Proceeds from sale of real estate acquired through foreclosure                      --              311

   Purchase of office premises and equipment                                           (7)             (67)
                                                                           --------------   --------------
             Net cash provided by (used in) investing activities
                                                                                   (2,255)           5,564

Cash flows provided by (used in) financing activities:

   Net increase (decrease) in deposit accounts                                       (840)            (160)

   Proceeds from Federal Home Loan Bank advances                                    3,000               --

   Repayment of Federal Home Loan Bank advances                                    (1,081)          (1,275)

   Advances by borrowers for taxes and insurance                                     (324)            (291)

   Dividends paid on common stock                                                    (703)            (698)
                                                                           --------------   --------------

             Net cash provided by (used in) financing activities                       52           (2,424)
                                                                           --------------   --------------


Net increase (decrease) in cash and cash equivalents                               (1,710)           3,308


Cash and cash equivalents at beginning of period                                    2,028            4,812

                                                                           --------------   --------------

Cash and cash equivalents at end of period                                 $          318   $        8,120
                                                                           ==============   ==============
</TABLE>

                                     Page 6
<PAGE>

                          Frankfort First Bancorp, Inc.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                      For the six months ended December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               2003              2002
<S>                                                                             <C>              <C>
Supplemental disclosure of cash flow information:
       Cash paid during the period for:
         Federal income taxes
                                                                       $              240  $          360
                                                                        =================  ==============

          Interest on deposits and borrowings
                                                                       $            2,304  $        2,623
                                                                        =================  ==============

Supplemental disclosure of noncash investing activities:
   Origination of loans upon sale of real estate acquired
     through foreclosure
                                                                       $               40  $          180
                                                                        =================  ==============

   Unrealized losses on securities designated as available
     for sale, net of related tax effects
                                                                       $              (31) $           --
                                                                        =================  ==============

Supplemental disclosure of noncash financing activities:
     Dividends declared but unpaid
                                                                       $              352  $          349
                                                                        =================  ==============

Issuance of shares under stock option plan in exchange
     for previously issued shares
                                                                       $              304  $           --
                                                                        =================  ==============

</TABLE>


                                     Page 7
<PAGE>

                          Frankfort First Bancorp, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           For the six month periods ended December 31, 2003 and 2002

(1) BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and therefore do not include all
disclosures necessary for a complete presentation of the statements of financial
condition,  statements  of  earnings,  statements  of  comprehensive  income and
statements  of cash flows in conformity  with  accounting  principles  generally
accepted in the United States of America. However, all adjustments which are, in
the opinion of management,  necessary for the fair  presentation  of the interim
financial statements have been included and all such adjustments are of a normal
recurring nature.  The results of operations for the six and three month periods
ended December 31, 2003 are not necessarily  indicative of the results which may
be expected for the entire fiscal year.  These  financial  statements  should be
read in conjunction with the audited  consolidated  financial statements and the
notes  thereto  included in the  Company's  Annual Report on Form 10-KSB for the
year ended June 30, 2003.

(2) PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
Frankfort  First Bancorp,  Inc. (the Company) and First Federal  Savings Bank of
Frankfort (the Bank). All significant intercompany items have been eliminated.

(3) EARNINGS PER SHARE

     Basic earnings per share is computed based upon the weighted average common
shares  outstanding  which totaled 1,256,996 and 1,259,302 for the six and three
month periods ended December 31, 2003,  respectively,  and 1,246,108 for each of
the six and three month periods ended December 31, 2002.

     Diluted  earnings per share is computed  taking into  consideration  common
shares  outstanding  and dilutive  potential  common shares,  i.e. the Company's
stock  option  plan.  Weighted-average  common  shares  deemed  outstanding  for
purposes of computing diluted earnings per share totaled 1,311,887 and 1,314,816
for the six and three month  periods  ended  December  31,  2003,  respectively.
Incremental  shares related to the assumed exercise of stock options included in
the calculation of diluted  earnings per share totaled 54,891 and 55,514 for the
six  and  three  month   periods   ended   December  31,   2003,   respectively.
Weighted-average  common  shares  deemed  outstanding  for purposes of computing
diluted earnings per share totaled 1,284,976 and 1,283,672 for the six and three
month periods ended December 31, 2002, respectively.  Incremental shares related
to the assumed  exercise of stock options included in the calculation of diluted
earnings per share totaled 38,868 and 37,564 for the six and three month periods
ended December 31, 2002, respectively.  As of December 31, 2003, the Company had
159,871 stock  options  outstanding  of which  155,124 had an exercise  price of
$13.80 per share and 4,747 had an exercise price of $14.91 per share.

(4) EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

     In January  2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of  Variable  Interest  Entities."  FIN 46  requires  a variable
interest  entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest  entity's  activities or
entitled to receive a majority of the entity's residual returns, or both. FIN 46
also requires disclosures about variable interest entities that a company is not
required to consolidate,  but in which it has a significant  variable  interest.
The consolidation  requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing  entities in the first fiscal year or interim  period  beginning  after
June 15, 2003.  Certain of the  disclosure  requirements  apply in all financial
statements  issued  after  January 31,  2003,  regardless  of when the  variable
interest entity was established. The Company adopted the disclosure requirements
of FIN 46  effective  July 1, 2003,  without  material  effect on its  financial
statements.

                                     Page 8

<PAGE>

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative   Instruments  and  Hedging   Activities,"  which  clarifies  certain
implementation   issues  raised  by  constituents   and  amends  SFAS  No.  133,
"Accounting for Derivative  Instruments and Hedging  Activities," to include the
conclusions  reached by the FASB on certain  FASB  Staff  Implementation  Issues
that, while  inconsistent with Statement 133's  conclusions,  were considered by
the Board to be  preferable;  amends  SFAS No.  133's  discussion  of  financial
guarantee   contracts  and  the   application  of  the  shortcut  method  to  an
interest-rate  swap agreement that includes an embedded  option and amends other
pronouncements.  The guidance in Statement  149 is generally  effective  for new
contracts  entered  into or  modified  after  June  30,  2003  and  for  hedging
relationships  designated  after that date.  Management  adopted the  disclosure
provisions of SFAS No. 149 effective July 1, 2003,  without  material  effect on
the Company's financial position and results of operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity,"
which  changes the  classification  in the  statement of  financial  position of
certain   common   financial   instruments   from  either  equity  or  mezzanine
presentation to liabilities and requires an issuer of those financial statements
to  recognize  changes in fair value or  redemption  amount,  as  applicable  in
earnings.  SFAS No.  150  requires  an  issuer  to  classify  certain  financial
instruments  as  liabilities,  including  mandatorily  redeemable  preferred and
common  stocks.  Management  adopted the  disclosure  provisions of SFAS No. 150
effective  July 1, 2003,  without  material  effect on the  Company's  financial
position and results of operations.

(5) STOCK OPTION PLAN

     The Board of Directors adopted the Frankfort First Bancorp, Inc. 1995 Stock
Option and  Incentive  Plan (the  "Plan")  which  provided  for the  issuance of
261,085 (adjusted) shares of authorized,  but unissued shares of common stock at
fair value at the date of grant.  The Company had initially  granted  options to
purchase shares at an adjusted fair value of $13.80 per share. The Plan provides
for one-fifth of the shares  granted to be exercisable on each of the first five
anniversaries of the date of the grant.

     The  Company  accounts  for the  Plan in  accordance  with  SFAS  No.  123,
"Accounting for  Stock-Based  Compensation,"  which contains a fair  value-based
method  for  valuing  stock-based  compensation  that  entities  may use,  which
measures  compensation  cost at the grant  date  based on the fair  value of the
award. Compensation is then recognized over the service period, which is usually
the vesting period. Alternatively,  SFAS No. 123 permits entities to continue to
account for stock  options  and  similar  equity  instruments  under  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees."  Entities  that  continue  to account  for stock  options  using APB
Opinion No. 25 are  required to make pro forma  disclosures  of net earnings and
earnings per share, as if the fair value-based  method of accounting  defined in
SFAS No. 123 had been applied.

     The Company  applies APB  Opinion  No. 25 and  related  Interpretations  in
accounting for its stock option plan. Accordingly, no compensation cost has been
recognized with respect to the Plan. The pro forma  disclosure  requirements for
net earnings and earnings per share are not  applicable to the six month periods
ended  December  31, 2003 and 2002,  as no options  were  granted  during  those
periods and options previously granted had fully vested prior to July 1, 2001.


                                     Page 9

<PAGE>

     A summary of the status of the  Company's  stock option plan as of December
31, 2003 and June 30, 2003 and 2002,  and changes  during the periods  ending on
those dates is presented below:
<TABLE>
<CAPTION>

                                                     Six months ended                          Year ended
                                                       December 31,                             June 30,
                                                           2003                    2003                    2002
                                                               Weighted-                Weighted-               Weighted-
                                                                average                  average                 average
                                                               exercise                 exercise                exercise
                                                     Shares      price        Shares      price       Shares      price
<S>                                                     <C>       <C>          <C>        <C>           <C>        <C>
Outstanding at beginning of period                   181,859     $13.83      181,859     $13.83      239,495     $13.82
Granted                                                   --         --           --         --           --         --
Exercised                                            (21,988)     13.80           --         --           --         --
Forfeited                                                 --         --           --         --      (57,636)     13.80
                                                     -------     ------      -------     ------      -------     ------
Outstanding at end of period                         159,871     $13.83      181,859     $13.83      181,859     $13.83
                                                     =======     ======      =======     ======      =======     ======

Options exercisable at period-end                    159,871     $13.83      181,859     $13.83      181,859     $13.83
                                                     =======     ======      =======     ======      =======     ======
</TABLE>


The following information applies to options outstanding at December 31, 2003:

Number outstanding                                                       159,871
Range of exercise prices                                         $13.80 - $14.91
Weighted-average exercise price                                           $13.83
Weighted-average remaining contractual life                              2 years


(6) CRITICAL ACCOUNTING POLICIES

     Allowance  for  Losses  on Loans:  It is the  Company's  policy to  provide
valuation  allowances  for  estimated  losses  on loans  based  upon  past  loss
experience,  trends in the  level of  delinquent  and  specific  problem  loans,
adverse  situations  that may  affect  the  borrower's  ability  to  repay,  the
estimated value of any underlying  collateral and current economic conditions in
the  Company's  primary  market  areas.  When the  collection  of a loan becomes
doubtful, or otherwise troubled, the Company records a loan loss provision equal
to the difference  between the fair value of the property  securing the loan and
the loan's carrying value. Lending areas are reviewed  periodically to determine
potential  problems at an early date. The allowance for loan losses is increased
by charges to earnings and decreased by charge-offs (net of recoveries).

     The Company  accounts for impaired  loans in accordance  with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which requires that impaired
loans be  measured  based upon the present  value of expected  future cash flows
discounted at the loan's effective  interest rate or, as an alternative,  at the
loan's observable market price or fair value of the collateral.

     A loan is defined  under SFAS No. 114 as  impaired  when,  based on current
information and events, it is probable that a creditor will be unable to collect
all amounts due according to the  contractual  terms of the loan  agreement.  In
applying the provisions of SFAS No. 114, the Company considers its investment in
one-to-four  family  residential  loans  and  consumer  installment  loans to be
homogeneous and therefore  excluded from separate  identification for evaluation
of  impairment.  With respect to the Company's  investment in  multi-family  and
nonresidential  loans, and its evaluation of impairment thereof,  such loans are
collateral dependent and as a result are carried as a practical expedient at the
lower of cost or fair value.

     Collateral  dependent  loans which are more than ninety days delinquent are
considered  to  constitute  more  than a  minimum  delay  in  repayment  and are
evaluated for impairment under SFAS No. 114 at that time.

                                    Page 10

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

     In addition to  historical  information  contained  herein,  the  following
discussion contains statements that are forward-looking, as that term is defined
by the Private Securities  Litigation Act of 1995 or the Securities and Exchange
Commission in its rules, regulations and releases. The Company intends that such
forward-looking  statements be subject to the safe harbors created thereby.  All
forward-looking  statements are based on current expectation regarding important
risk factors including, but not limited to, real estate values and the impact of
interest rates on financing.  Accordingly,  actual results may differ from those
expressed in the forward-looking  statements,  and the making of such statements
should not be regarded as a  representation  by the Company or any other  person
that results expressed therein will be achieved.

GENERAL

     The principal  business of the Bank consists of accepting deposits from the
general public and investing these funds in loans secured by one- to four-family
owner-occupied  residential  properties in the Bank's  primary  market area. The
Bank also invests in loans  secured by non-owner  occupied  one- to  four-family
residential  properties  and some churches  located in the Bank's primary market
area.  The Bank also  maintains an investment  portfolio  which may include FHLB
stock, FHLB certificates of deposit,  U.S. Government  Agency-issued  bonds, and
other investments.

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2003 AND JUNE 30, 2003

     ASSETS:  The  Company's  total  assets were $138.9  million at December 31,
2003, an increase of $519,000 or 0.4% from the June 30, 2003 level. The increase
in total assets was primarily  attributable  to an increase in the Company's net
loans receivable.  Net loans receivable increased $2.9 million or 2.3% to $127.5
million at December 31, 2003. The increase in the Company's net loans receivable
was  partially   offset  by  a  decrease  in  cash  and  cash   equivalents  and
mortgage-backed  securities  available  for  sale.  Cash  and  cash  equivalents
decreased  $1.7 million or 84.3% to $318,000 at December  31, 2003,  compared to
$2.0  million at June 30,  2003,  as the Company  successfully  invested  excess
liquidity  into  higher-yielding  investments.  The decrease in  mortgage-backed
securities was attributable primarily to principal repayments of $606,000 during
the period,  although premium  amortization of $12,000 and a net unrealized loss
of $48,000 on the securities contributed to the decline.

     LIABILITIES:  The Company's total liabilities increased $780,000 or 0.6% to
$121.1 million at December 31, 2003,  compared to June 30, 2003. The increase in
total  liabilities  was primarily  attributable to an increase in FHLB advances,
which  increased  $1.9  million or 4.5% to $44.9  million at December  31, 2003.
Somewhat  offsetting the increase in advances was a decrease in deposits,  which
decreased $840,000 or 1.1% to $74.8 million at December 31, 2003.

     SHAREHOLDERS'  EQUITY:  Shareholders'  equity was $17.7 million at December
31, 2003, a decrease of $261,000 or 1.5% compared to June 30, 2003. The decrease
was due mainly to $703,000 in dividends  declared for the six month period ended
December 31, 2003,  which exceeded net earnings by $238,000.  The Company's book
value per share was $14.06 at December 31, 2003,  compared to $14.35 at June 30,
2003.  The  decrease  in book value per share is  attributable  to the excess of
dividends  over  earnings for the six month period ended  December 31, 2003,  as
well as additional outstanding shares, which resulted from the exercise of stock
options during the same six month period. (See "Dividends")

COMPARISON OF RESULTS OF OPERATIONS  FOR THE SIX MONTHS ENDED  DECEMBER 31, 2003
AND DECEMBER 31, 2002

     NET EARNINGS:  The Company's  net earnings  decreased  $253,000 or 35.2% to
$465,000 for the six month period ended  December 31, 2003 compared to 2002. The
decrease  in net  earnings  was  primarily  attributable  to a  decrease  in net
interest  income of $283,000.  The Company's  basic earnings per share decreased
$0.21 or 36.2% from $0.58 per share for the six month period ended  December 31,
2002 to $0.37 per share for the 2003 period.  The Company's diluted earnings per
share  decreased  $0.21  per share or 37.5% to $0.35 per share for the six month
period just ended  compared to $0.56 for the six month period ended December 31,
2002.

                                    Page 11


<PAGE>

     NET INTEREST  INCOME:  Net interest  income after provision for loan losses
was $1.6 million for the six month period ended December 31, 2003, a decrease of
$283,000  or 15.1%  compared  to $1.9  million  for the six month  period  ended
December 31, 2002.  While total interest income and interest  expense  decreased
from period to period,  the decrease in net interest income was primarily due to
a greater decrease in interest income than the decrease in interest expense.

     INTEREST  INCOME:  Interest  income  decreased  $601,000  or  13.4% to $3.9
million for the six month  period  ended  December  31,  2003.  The decrease was
related  primarily to a decrease in interest income from loans,  which decreased
$630,000 or 14.4%, to $3.8 million for the six month period recently ended. Also
contributing  to the  decrease  in  interest  income was a decrease  in interest
income from  interest-bearing  deposits and other,  which  decreased  $46,000 or
42.2%  from  period  to  period.  Interest  income  from  investment  securities
increased  $75,000 from $5,000 for the six month period ended  December 31, 2002
to $80,000 for the period just ended.

     The decrease in yield on the Company's loan portfolio was related primarily
to a decrease in the average rate earned on the  portfolio,  although a decrease
in the average  outstanding  balance of the portfolio also had a negative impact
on the overall yield. The average rate earned on the loan portfolio decreased 90
basis points  ("bps") to 5.99% for the six month period ended December 31, 2003,
compared to the prior year period,  while the average outstanding balance of the
loan  portfolio  decreased  $1.9 million or 1.5% to $125.4  million for the most
recent  six  month  period.  The  decrease  in the  average  rate  earned on the
Company's loan portfolio was chiefly a result of borrowers  refinancing to lower
rates and downward  adjustment of  adjustable  rate  mortgages.  The decrease in
volume was in part resultant of declining demand for the Bank's primary product,
the  adjustable  rate  mortgage,  which some  borrowers  find less  desirable in
periods of falling or low prevailing interest rates. While margin compression is
affecting  many  financial  institutions,  the Company's  earnings may have been
impacted  to a  greater  extent as  management  has  continued  to adhere to its
longstanding  techniques  for managing  interest rate risk,  such as emphasizing
investment in adjustable  rate mortgages as opposed to purchasing or originating
higher-yielding  fixed rate  investments.  While this currently  exacerbates the
margin  compression,  such techniques  should prove to be beneficial when market
interest rates rise.

     INTEREST  EXPENSE:  Interest  expense  decreased  $318,000 or 12.2% to $2.3
million for the six month period ended  December  31,  2003.  This  decrease was
primarily  due to a decrease in interest  expense on deposits,  which  decreased
$259,000 or 20.7% to $993,000 for the six month period ended  December 31, 2003.
The decrease in interest  expense on deposits was  attributable to a decrease in
the average rate paid on deposits,  which  decreased 70 bps to 2.63% for the six
month period ended  December  31, 2003.  The decrease was slightly  offset by an
increase in the average  outstanding  balance of deposits of $282,000 or 0.4% to
$75.6  million for the period  ended  December  31,  2003,  compared to the 2002
period.  Interest  expense on FHLB  advances  decreased  $59,000 or 4.3% to $1.3
million for the six month period ended  December 31, 2003,  compared to the same
period  in  2002.  The  decrease  in  interest  expense  on  FHLB  advances  was
attributable to both a decrease in the average rate paid on the advances as well
as a decrease  in the average  balance  outstanding.  The  average  rate paid on
advances  decreased 12 bps to 6.03% for the six month period ended  December 31,
2003,  while the average balance  outstanding  decreased $1.1 million or 2.5% to
$43.3 million for the six month period just ended compared to the prior year six
month  period.  In general,  rates paid on FHLB  advances are greater than rates
paid on deposits and do not re-price as quickly.  Management believes that, when
compared to other sources of funds, FHLB advances offer plans and terms that can
be more easily  matched to  characteristics  of the  Company's  interest-earning
assets.  This  strategy  may be altered as market  conditions  affect the terms,
rates, and availability of retail deposits.

     It is difficult to predict what  interest  rates will do in the future.  If
interest  rates  continue to decline,  the cost of the  Company's  deposits will
probably continue to decrease depending  primarily on local demand for deposits.
However, Management cannot predict whether the cost of liabilities will decrease
as fast as the yield generated by the loan and investment portfolio. If interest
rates  increase,  the Company's  cost of deposits will increase as well, and may
increase faster than the yield generated by the loan and investment portfolio.

                                    Page 12
<PAGE>

     PROVISION  FOR LOSSES ON LOANS:  There was no provision for losses on loans
for the six month  periods  ended  December 31, 2003 or 2002.  The allowance for
loan losses was $82,000 at December 31, 2003 and 2002, as well as June 30, 2003.
As a percentage  of  non-performing  assets,  the  allowance for losses on loans
decreased  from 20.9% at December 31, 2002 to 7.4% at December  31,  2003.  This
decrease  was caused  chiefly by an increase  in the  balance of  non-performing
assets from period to period (see "Non-Performing Assets"). Management believed,
based on its  analysis of the risk  profile of the  Company's  assets,  that the
allowance for losses on loans was adequate at December 31, 2003. In  determining
the appropriate provision,  Management considers a number of factors,  including
specific  loans in the  Company's  portfolio,  real estate  market trends in the
Company's market area, economic conditions, interest rates, and other conditions
that may affect a borrower's  ability to comply with repayment  terms.  Overall,
management  considers  the fact that the vast majority of loans in the Company's
portfolio  are secured by one- to  four-family  residential  real estate,  which
heretofore  has resulted in minimal  losses on loans.  However,  there can be no
assurance that the allowance will be adequate to cover losses on  non-performing
assets in the future.

     OTHER OPERATING  INCOME:  Other operating income decreased $19,000 or 43.2%
from $44,000 for the six month period ended December 31, 2002 to $25,000 for the
six month  period  ended  December 31,  2003.  Other  operating  income is not a
significant component of the Company's statement of earnings.

     GENERAL, ADMINISTRATIVE,  AND OTHER EXPENSES: General, administrative,  and
other  expense  increased  $80,000 or 9.6% to $915,000  for the six month period
ended  December 31, 2003.  The increase was due primarily to an $84,000 or 17.8%
increase in employee compensation and benefits, which resulted from a variety of
factors  associated  with employee  compensation  and the benefits  afforded the
Company's  personnel.  One such  factor  is an  increase  in the  provision  for
expenses  associated with the Company's  defined benefit  retirement plan, which
were $39,000 for the six month period  ended  December 31, 2003,  compared to no
provision for the six month period ended  December 31, 2002.  For many years the
Company has benefited from an excess of plan assets (and investment  performance
thereon)  over  calculated   required   contributions,   which  made  additional
contributions  unnecessary.  Management  estimates  that  the  expense  will  be
approximately   $79,000  for  the  fiscal  year  ending  June  30,  2004.   Also
contributing to the higher level of employee  compensation  and benefits expense
were other  expenses  associated  with  employee  benefit  plans  including  the
Company's Junior Officer Recognition Plan, health insurance benefits and payroll
taxes on incentive stock options.

     INCOME TAX: The  Company's  provision  for federal  income taxes  decreased
$129,000 or 34.8% to $242,000 for the six month period ended  December 31, 2003.
The  Company's  effective  tax rate was 34.2% and 34.1for the six month  periods
ended December 31, 2003 and 2002, respectively.

     NON-PERFORMING  ASSETS:  At December 31, 2003,  the Bank had  approximately
$1.1  million  (0.9% of net  loans)  in loans 90 days or more past due but still
accruing,  as compared to $393,000 at  December  31,  2002.  Also,  the Bank had
approximately  $275,000 in loans  listed as special  mention and $1.0 million in
loans internally classified as Substandard. No loans were classified as Doubtful
or  Loss.  Of the  assets  listed  as  non-performing,  all  were  single-family
residential mortgage loans. Of these loans,  $962,000 or 86.9% of non-performing
loans had  loan-to-value  ratios  (based on the original  appraisal  and current
principal  balance)  of less  than 80%,  one loan  totaling  $45,000  or 4.1% of
non-performing  loans  had a  loan-to-value  exceeding  80% but was  covered  by
private  mortgage  insurance,  and  two  loans  totaling  $100,000  or  9.0%  of
non-performing  loans  had a  combined  loan-to-value  ratio of 89% and were not
secured by private mortgage insurance.  Non-performing  assets are considered by
the Bank to still be accruing as long as the reasonably determined fair value of
the collateral exceeds all principal,  interest,  and fees required to discharge
the  obligation   without  loss.   Management  has  not  initiated   foreclosure
proceedings  with any loans  included in  non-performing  assets,  but rather is
attempting  to encourage  the  borrowers to remedy the  delinquencies,  although
foreclosure remains an option. The Bank has not charged off any loans during the
period.

                                    Page 13

<PAGE>

     DIVIDENDS:  On September 14, 2001, the Company  announced a dividend policy
whereby it will pay a quarterly  cash dividend of $0.28 per share,  per quarter,
payable  on the 15th day of the  month  following  the end of each  quarter,  to
shareholders  of  record  as of the  last  business  day of each  quarter.  This
dividend  policy was instituted at a time when the Company's  earnings  exceeded
(albeit slightly) the dividends paid. Earnings have since dropped  significantly
and for the six month period ended December 31, 2003, fell short of the dividend
paid by $0.21 per share.  The Board is aware of this disparity and notes that it
is somewhat unusual.  However,  given the Company's level of excess capital, the
relatively  high price level of the  Company's  stock (which has  curtailed  the
Company's stock  repurchase  plans that were an effective  utilization of excess
capital in years past),  and recent changes in income tax regulations that treat
income from dividends as favorably as income from capital  gains,  the Board has
decided to continue the current dividend policy. Although the Board of Directors
has adopted and elected to continue this policy, the future payment of dividends
is dependent upon the Company's financial condition, earnings, equity structure,
capital needs, regulatory requirements, and economic conditions. At December 31,
2003, the Company had recorded  dividends payable of $352,000 for the payment of
a dividend on January 15, 2004.

     STOCK  REPURCHASES:  The Company has utilized stock repurchase  programs to
increase  earnings per share,  increase the Company's  return on equity,  and to
attempt to improve the market liquidity in the Company's  stock.  During the six
month  period ended  December  31,  2003,  the Company did not have a repurchase
program in place and did not repurchase any shares of its stock. However, during
the six month period ended  December 31, 2003,  21,988  shares of stock  options
were  exercised by the exchange of 14,574  previously  outstanding  shares.  The
Company's  Board and  Management  continue to believe in the potential  positive
effects of a repurchase strategy and will continue to evaluate market conditions
along with other possible uses of capital in determining  the  authorization  of
future repurchase programs.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2003
AND DECEMBER 31, 2002

     NET EARNINGS:  The Company's  net earnings  decreased  $130,000 or 37.8% to
$214,000 for the three month period  ended  December 31, 2003  compared to 2002.
The  decrease in net earnings was  primarily  attributable  to a decrease in net
interest  income of $102,000.  The Company's  basic earnings per share decreased
$0.11 or 39.3% from $0.28 per share for the three month  period  ended  December
31, 2002 to $0.17 per share for the 2003 period.  The Company's diluted earnings
per  share  decreased  $0.11 per share or 40.7% to $0.16 per share for the three
month  period  just ended  compared to $0.27 for the three  month  period  ended
December 31, 2002.

     NET INTEREST  INCOME:  Net interest  income after provision for loan losses
was $806,000  for the three month period ended  December 31, 2003, a decrease of
$102,000 or 11.2% compared to $908,000 for the three month period ended December
30, 2002. While total interest income and interest expense decreased from period
to period,  the decrease in net interest  income was  primarily due to a greater
decrease in interest income than the decrease in interest expense.

     INTEREST  INCOME:  Interest  income  decreased  $263,000  or  12.0% to $1.9
million for the three month  period ended  December  31, 2003.  The decrease was
related  primarily to a decrease in interest income from loans,  which decreased
$271,000 or 12.7%,  to $1.9 million for the three month period  recently  ended.
Also  contributing to the decrease in interest income was a decrease in interest
income from  interest-bearing  deposits and other,  which  decreased  $27,000 or
48.2%  from  period  to  period.  Interest  income  from  investment  securities
increased $35,000 from $5,000 for the three month period ended December 31, 2002
to $40,000 for the period just ended.

     The decrease in yield on the Company's loan portfolio was related primarily
to a decrease  in the  average  rate  earned on the  portfolio,  as the  average
outstanding  balance of the portfolio  increased slightly from period to period.
The average rate earned on the loan portfolio  decreased 92 bps to 5.90% for the
three month period ended  December 31, 2003,  compared to the prior year period,
while the  average  outstanding  balance of the loan  portfolio  increased  $1.2
million or 1.0% to $126.4 million for the most recent three month period.


                                    Page 14
<PAGE>

     INTEREST  EXPENSE:  Interest  expense  decreased  $161,000 or 12.5% to $1.1
million for the three month period ended  December 31, 2003.  This  decrease was
primarily  due to a decrease in interest  expense on deposits,  which  decreased
$133,000 or 21.8% to $478,000  for the three month  period  ended  December  30,
2003.  The  decrease  in  interest  expense on deposits  was  attributable  to a
decrease in the average rate paid on deposits,  which  decreased 72 bps to 2.53%
for the three month period ended  December  31,  2003.  The average  outstanding
balance of deposits  increased  $165,000 or 0.2% to $75.5  million for the three
month period ended  December  31,  2003,  compared to the 2002 period.  Interest
expense on FHLB  advances  decreased  $28,000 or 4.1% to $649,000  for the three
month period ended  December 31, 2003,  compared to the same period in 2002. The
decrease  in  interest  expense  on FHLB  advances  was  attributable  both to a
decrease in the average  balance  outstanding and a decrease in the average rate
paid.  The  average  balance  outstanding  decreased  $488,000  or 1.1% to $43.6
million for the three month period ended December 31, 2003 compared to the three
month period ended  December  31, 2002.  The average rate paid on FHLB  advances
decreased 19 bps to 5.95% for the three month period ended December 31, 2003.

     OTHER OPERATING  INCOME:  Other operating income decreased $11,000 or 45.8%
from $24,000 for the three month  period ended  December 31, 2002 to $13,000 for
the three month period ended December 31, 2003.  Other operating income is not a
significant component of the Company's statement of earnings.

     GENERAL, ADMINISTRATIVE,  AND OTHER EXPENSES: General, administrative,  and
other expense  increased $78,000 or 18.8% to $492,000 for the three month period
ended  December 31, 2003.  The increase was due  primarily to a $73,000 or 32.4%
increase  in  employee   compensation  and  benefits,   which  resulted  from  a
combination  of higher  costs  associated  with the  Company's  defined  benefit
pension program and other benefit expenses.

     INCOME TAX: The  Company's  provision  for federal  income taxes  decreased
$61,000 or 35.1% to $113,000 for the three month period ended December 31, 2003.
The Company's effective tax rate was 34.6% and 33.6% for the three month periods
ended December 31, 2003 and 2002, respectively.

ITEM 3.  CONTROLS AND PROCEDURES

     As of the end of the  period  covered  by this  report,  Management  of the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  the  Company's  principal  executive  officer  and  principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures.  Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and  procedures  are  effective  in  ensuring  that  information  required to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported,  within the time periods  specified in the Securities and Exchange
Commission's  rules  and  forms.  It  should  be noted  that the  design  of the
Company's  disclosure  controls  and  procedures  is based in part upon  certain
reasonable  assumptions about the likelihood of future events,  and there can be
no reasonable  assurance  that any design of disclosure  controls and procedures
will  succeed  in  achieving  its  stated  goals  under  all  potential   future
conditions,  regardless of how remote, but the Company's principal executive and
financial  officers have  concluded that the Company's  disclosure  controls and
procedures are, in fact, effective at a reasonable assurance level.

     In addition,  there have been no changes in the Company's  internal control
over financial  reporting (to the extent that elements of internal  control over
financial  reporting are subsumed  within  disclosure  controls and  procedures)
identified in connection  with the evaluation  described in the above  paragraph
that occurred  during the Company's  last fiscal  quarter,  that has  materially
affected, or is reasonably likely.

                                    Page 15

<PAGE>

PART II.

ITEM 1.  LEGAL PROCEEDINGS

                                    None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                                    None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                                    None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          a) The small business  issuer held its Annual Meeting of  Stockholders
          on November 13, 2003.

          b) Not applicable

          c) The only  matter to be voted  upon at the  Annual  Meeting  was the
          election of three individuals as directors.
<TABLE>
<CAPTION>

           Nominee                   Votes For                  Votes Withheld
           -------                   ---------              --------------------
             <S>                        <C>                           <C>
           William M. Johnson        1,102,323                      13,290
           Frank McGrath             1,100,073                      15,541
           Herman D. Regan, Jr.      1,100,573                      15,040
</TABLE>

ITEM 5.  OTHER INFORMATION

                                    None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          a) Exhibits:
             ---------
               1)  Exhibit  31 - Rule  13a-14  Certifications
               2) Exhibit 32 - Section 1350 Certification

          b) Reports on Form 8-K.
             --------------------
             On October 21, 2003, the Company filed a report on Form 8-K issuing
             a press release announcing its unaudited financial results for the
             three months ended September 30, 2003.  The full press release
             dated October 21, 2003 was attached as Exhibit 99 to
             that Form 8-K filing.


                                    Page 16

<PAGE>

                                    Signature


Pursuant  to the  requirements  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.






                               Frankfort First Bancorp, Inc.


Date: February 17, 2004
                               /s/  Don D. Jennings
                               -----------------------------------------
                               Don D. Jennings
                               President



                               /s/  R. Clay Hulette
                               -----------------------------------------
                               R. Clay Hulette
                               Vice President and Treasurer
                               (Principal Financial and Accounting
                               Officer)


                                    Page 17