SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
  1934 For fiscal year ended September 30, 1999

Transition  report under Section 13 or 15(d) of the  Securities  Exchange Act of
1934

   For the transition period from ____________________ to ____________________

                         Commission file number 0-25300

                       HARVEST HOME FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

               Ohio                                  31-1402988
(State or other Jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

  3621 Harrison Avenue, Cheviot, Ohio                  45211
(Address of Principal Executive Offices)            (Zip  Code)

Registrant's telephone number, including area code: (513) 661-6612

          Securities registered pursuant to 12(b) of the Exchange Act:

                                      None
                                (Title of Class)

         Securities registered under Section 12(g) of the Exchange Act:

                         Common shares without par value
                                (Title of Class)

       Indicate by checkmark  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.

 [X]  YES                                            [   ]  NO

       Check if there is no disclosure of delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

The issuer's  revenues for the fiscal year ended  September 30, 1999,  were $6.6
million

       Based upon the bid price  provided by the NASDAQ  system,  the  aggregate
market  value of voting stock held by  non-affiliates  of the issuer on December
10, 1999 was $12.8 million.

       875,289 shares of issuer's  common shares were issued and  outstanding as
of December 10,  1999,  this total is net of 116,586  shares of issuer's  common
stock repurchased as treasury shares.




                       Page 1 of 43 sequentially numbered
pages.

                          Index to Exhibits on page 44.


                                       1
<PAGE>


                                     PART I

Item 1.       Description of Business

       Harvest Home Financial  Corporation  ("HHFC",  or the  "Corporation") was
incorporated in February 1994 under Ohio Law for the purpose of acquiring all of
the capital  stock issued by Harvest Home  Savings Bank in  connection  with its
conversion from a state chartered mutual savings bank to a state chartered stock
savings bank (the  "Conversion").  The Conversion was  consummated on October 7,
1994 and, as a result, the Corporation became a unitary savings and loan holding
company for its wholly owned  subsidiary,  Harvest  Home Savings Bank  ("Harvest
Home" or the "Bank").  The Corporation has no significant  assets other than the
Bank's  common  stock   acquired  in  the  Conversion  and  has  no  significant
liabilities.  Future  references to the Corporation or Harvest Home are utilized
herein as the context requires.

General

       As a community  oriented  financial  institution,  Harvest  Home seeks to
serve the financial needs of the families and community businesses in its market
area. Harvest Home is principally engaged in the business of attracting deposits
from the general  public (which are insured to applicable  limits by the Savings
Association  Insurance  Fund) and using such  deposits to originate  residential
loans  in its  primary  market  area.  To a lesser  extent,  Harvest  Home  also
originates construction loans and loans secured by multi-family residential real
estate,  nonresidential  real estate,  and deposits.  In addition,  Harvest Home
invests in mortgage-backed  securities,  other investment grade securities,  and
short-term  liquid  assets.  Harvest Home also offers a Visa credit card program
through a commercial bank.

       Harvest Home conducts business from its main office in Cheviot,  Ohio and
from two  full-service  branch offices located in the Cincinnati  area.  Harvest
Home's primary market area consists of western Hamilton County,  Ohio,  although
its market also extends to the remainder of Hamilton County and to the townships
contiguous to Hamilton County in the counties of Butler, Clermont, and Warren.




















                                       2
<PAGE>


                  SELECTED FINANCIAL INFORMATION AND OTHER DATA

       The  following  tables  set  forth  certain  information  concerning  the
consolidated financial condition,  earnings and other data regarding HHFC at the
dates and for the periods indicated. The financial information should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included elsewhere herein.

<TABLE>
<CAPTION>

Selected Financial
condition                                                            At September 30,
and other data:                         1999              1998              1997             1996           1995
                                                                   (Dollars in thousands)
<S>                                     <C>               <C>               <C>             <C>            <C>
Total amount of:
Assets                               $98,935           $96,894           $93,832          $78,718        $69,532
Cash and cash
  equivalents(1)                       2,849             2,887             5,264            1,708          2,313
Investment securities
  held to maturity - at cost              -                 -                 -                -          18,032
Investment securities
  available for sale -
  at market                            5,951             4,032             8,039           12,105             -
Mortgage-backed
  securities held to
  maturity - at cost                      -                 -                 -                -           9,009
Mortgage-backed securities
  available for sale -
  at market                           33,711            37,864            32,466           20,429             -
Loans receivable - net                52,790            48,497            45,229           42,267         38,245
Deposits                              66,220            60,225            58,786           57,958         56,425
Advances from the FHLB                22,600            25,850            24,000           10,000             -
Stockholders' equity                   9,653             9,977            10,344            9,725         12,706

Number of:
 Real estate loans
   outstanding                           925               919             1,054            1,038          1,000
 Deposit accounts                      7,055             6,879             6,946            7,078          7,164
 Full service
  offices                                  3                 3                 3                3              3
</TABLE>

(1)  Includes cash,  federal funds sold and  interest-bearing  deposits in other
     financial institutions.








                                       3
<PAGE>

<TABLE>
<CAPTION>

Summary of Earnings:
                                                                          Year Ended September 30,
                                                        1999           1998           1997            1996           1995
                                                                                 (In thousands)
<S>                                                     <C>             <C>           <C>             <C>            <C>
Interest income                                       $6,482         $6,367         $5,983          $5,209         $4,872
Interest expense                                       4,211          4,143          3,689           2,969          2,569
                                                       -----          -----          -----           -----          -----
Net interest income                                    2,271          2,224          2,294           2,240          2,303
Provision for losses on loans                             12             12              9               1             12
                                                       -----          -----          -----           -----          -----
Net interest income after
  provision for losses on loans                        2,259          2,212          2,285           2,239          2,291

Other income                                              92            109             64              74             50
General, administrative
  and other expense                                    1,572          1,516          1,409           2,136          1,372
                                                       -----          -----          -----           -----          -----
Earnings before income taxes                             779            805            940             177            969
Federal income taxes                                     265            264            313              45            329
                                                       -----          -----          -----           -----          -----
Net earnings                                          $  514         $  541         $  627          $  132         $  640
                                                       =====          =====          =====           =====          =====
</TABLE>


<TABLE>
<CAPTION>


Selected Financial                                                            At September 30,
  ratios:                                           1999             1998          1997            1996            1995
<S>                                                  <C>              <C>           <C>             <C>              <C>
Interest  rate spread  (difference  between
average  yield on  interest-earning
assets and average cost of interest-
bearing liabilities)                                1.96%           1.95%          2.17%          2.24%            2.48%

Net interest margin (net interest income
As a percentage of average
interest earning assets)                            2.35            2.45           2.76           3.07             3.27

Return on equity (net earnings divided
by average equity)                                  5.14            5.28           6.09           1.05             5.09

Return on assets (net earnings
divided by average total assets)                    0.51            0.58           0.73           0.18             0.89

Equity-to-assets ratio
(average equity divided
by average total assets)                           10.01           11.05          12.06          16.94            17.56

Loans loss reserve as a percentage
of non-performing loans                           556.00%         259.18%        121.05%         67.68%           76.92%

</TABLE>




                                       4

<PAGE>

Lending Activities

       General.  Harvest Home's primary  lending  activity is the origination of
conventional mortgage loans for its own portfolio secured by one-to four- family
residential  properties  located in Harvest  Home's  primary  market area.  To a
lesser extent, loans for the construction of one- to four-family homes, mortgage
loans on multifamily properties containing five units or more and nonresidential
properties,  and secured home equity loans are also offered by Harvest  Home. In
addition to mortgage  lending,  Harvest Home makes a limited  amount of consumer
loans secured by deposits.

       Loan  Portfolio   Composition.   The  following  table  presents  certain
information  with respect to the composition of Harvest Home's loan portfolio at
the dates indicated.
<TABLE>
<CAPTION>
                                                                           At September 30,
                                                           1999                   1998                   1997
                                                               Percent                 Percent                 Percent
                                                              of total                of total                of total
                                                     Amount      loans       Amount      loans       Amount      loans
                                                                        (Dollars in thousands)
<S>                                                    <C>       <C>          <C>         <C>          <C>        <C>
Type of Loan:
Residential real estate loans:
  Construction loans                                $ 5,964       11.3%    $ 4,663         9.6%     $ 1,513        3.4%
  1-4 family and multi-family (1)                    46,741       88.5      43,856        89.8       42,353       93.6

Nonresidential real estate and land                   3,085        5.8       3,024         6.2        2,554        5.7

Deposit accounts                                         20         .1          25          .1           45         .1
                                                     ------      -----      ------       -----       ------      -----
                                                     55,810      105.7      51,568       105.7       46,465      102.8
Less:
  Loans in process                                   (2,823)      (5.3)     (2,556)       (5.2)      (1,019)      (2.3)
  Deferred loan origination fees                        (58)      (0.1)        (88)       (0.2)        (102)      (0.2)
  Allowance for loan losses                            (139)      (0.3)       (127)       (0.3)        (115)      (0.3)
                                                     ------      -----      ------       -----       ------      -----

     Total Loans                                    $52,790      100.0%    $48,797       100.0%     $45,229      100.0%
                                                     ======      =====      ======       =====       ======      =====

Type of Security:
 Residential real estate:
  1-4 family                                        $50,527       95.7%    $47,152        96.6%     $42,464       93.9%
   Other dwelling                                     2,178        4.1       1,367         2.8        1,402        3.1
Nonresidential real estate                            3,085        5.8       3,024         6.2        2,554        5.7
Deposit accounts                                         20         .1          25          .1           45         .1
                                                     ------      -----      ------       -----       ------      -----
                                                     55,810      105.7      51,568       105.7       46,465      102.8

Less:
  Loans in process                                   (2,823)      (5.3)     (2,556)       (5.2)      (1,019)      (2.3)
  Deferred loan origination fees                        (58)      (0.1)        (88)       (0.2)        (102)      (0.2)
  Allowance for loan losses                            (139)      (0.3)       (127)       (0.3)        (115)      (0.3)
                                                     ------      -----      ------       -----       ------      -----

     Total Loans                                    $52,790      100.0%    $48,797       100.0%     $45,229      100.0%
                                                     ======      =====      ======       =====       ======      =====


                                                                 At September 30,
                                                         1996                    1995
                                                              Percent                 Percent
                                                             of total                of total
                                                    Amount      loans       Amount      loans
                                                             (Dollars in thousands)
<S>                                                   <C>        <C>          <C>        <C>
Type of Loan:
Residential real estate loans:
  Construction loans                               $ 3,290        7.8%     $ 1,505       3.9%
  1-4 family and multi-family (1)                   38,210       90.4       34,002      88.9

Nonresidential real estate and land                  3,281        7.8        3,341       8.8

Deposit accounts                                        42         .1           83        .2
                                                    ------      -----       ------     -----
                                                    44,823      106.1       38,931     101.8
Less:
  Loans in process                                  (2,320)      (5.5)        (428)     (1.1)
  Deferred loan origination fees                      (125)      (0.3)        (148)     (0.4)
  Allowance for loan losses                           (111)      (0.3)        (110)     (0.3)
                                                    ------      -----       ------     -----

     Total Loans                                   $42,267      100.0%     $38,245     100.0%
                                                    ======      =====       ======     =====

Type of Security:
 Residential real estate:
  1-4 family                                       $39,978       94.6%     $34,117      89.2%
   Other dwelling                                    1,522        3.6        1,390       3.6
Nonresidential real estate                           3,281        7.8        3,341       8.8
Deposit accounts                                        42         .1           83        .2
                                                    ------      -----       ------     -----
                                                    44,823      106.1       38,931     101.8

Less:
  Loans in process                                  (2,320)      (5.5)        (428)     (1.1)
  Deferred loan origination fees                      (125)      (0.3)        (148)     (0.4)
  Allowance for loan losses                           (111)      (0.3)        (110)     (0.3)
                                                    ------      -----       ------     -----

     Total Loans                                   $42,267      100.0%     $38,245     100.0%
                                                    ======      =====       ======     =====





</TABLE>

(1)  Includes  home  equity  lines of credit  underwritten  on the same basis as
     first mortgage loans.


                                       5
<PAGE>


         Loan maturity. The following table sets forth certain information as of
September  30, 1999  regarding  the dollar  amount of loans  maturing in Harvest
Home's  portfolio based on their  contractual  terms to maturity.  Demand loans,
loans  having no stated  schedule  of  repayments  and no stated  maturity,  and
overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>

                                                                  Due 3-5    Due 5-10    Due 10-20  Due 20 or
                                    Due during the years ended     years       years       years   more years
                                         September 30,             after       after       after      after
                                    2000      2001      2002      9/30/99     9/30/99     9/30/99    9/30/99       Total
                                                                     (In thousands)
<S>                                  <C>       <C>       <C>        <C>         <C>        <C>          <C>         <C>
Mortgage loans(1)(2)
 One to four family residential:
  Adjustable                      $1,480      $ 11      $  8         $160      $  624     $12,579     $6,270      $21,132

  Fixed                               19       486       247          441       5,154      17,282      2,746       26,375

Multi-family residential:
  Adjustable                          -         -         23           -          286       1,357        512        2,178

Non-residential                       30         5        95           -          882       2,073         -         3,085

Deposit account loans                 20        -         -            -           -           -          -            20
                                   -----       ---       ---          ---       -----      ------      -----       ------

Total loans                       $1,549      $502      $373         $601      $6,946     $33,291     $9,528      $52,790
                                   =====       ===       ===          ===       =====      ======      =====       ======
</TABLE>


(1)  Amounts  shown are net of loans in process  of  $2,823,000,  deferred  loan
     origination fees of $58,000 and allowance for loan losses of $139,000.

(2)  Includes construction loans and land loans.







                                       6
<PAGE>

       The  following  table sets forth the dollar amount of all loans due after
one year from September 30, 1999,  which have  predetermined  interest rates and
floating or adjustable interest rates:
<TABLE>
<CAPTION>


                            Predetermined           Floating or
                                    Rates       adjustable rate            Total
                                                (In thousands)
<S>                               <C>                   <C>                <C>
Mortgage Loans:

One- to four-
family residential                $26,356               $19,652          $46,008

Multi-family
residential                            -                  2,178            2,178

Nonresidential                         -                  3,055            3,055
                                   ------                ------           ------

Total loans:                      $26,356               $24,885          $51,241
                                   ======                ======           ======
</TABLE>


       One- to Four-Family  Residential  Real Estate Loans.  The primary lending
activity of Harvest  Home has been the  origination  of  permanent  conventional
loans  secured  by  one-  to  four-family  residences,  primarily  single-family
residences,  located  within  Harvest  Home's  primary market area. In addition,
Harvest Home makes second mortgage loans, as well as home equity lines of credit
underwritten on the same basis as first mortgage loans.  Harvest Home also has a
small percentage of loans secured by property located outside its primary market
area  including  a small  percentage  secured by real  estate  located in nearby
southeastern  Indiana.  Each of such  loans  is  secured  by a  mortgage  on the
underlying real estate and improvements thereon, if any.

       Regulations  limit the amount which Harvest Home may lend in relationship
to the appraised  value of the real estate and  improvements at the time of loan
origination. Within the parameters of such regulations, Harvest Home makes fixed
rate loans on single family, owner occupied residences up to 80% of the value of
the real estate and improvements (the "Loan-to-Value  Ratio" or "LTV") for terms
not to exceed 20 years and adjustable-rate mortgage loans ("ARMs") up to 95% LTV
not to exceed 30 years. Harvest Home does not require private mortgage insurance
for such  loans.  Harvest  Home also  offers  loans to low and  moderate  income
borrowers for first time purchase of single  family owner  occupied  residences.
These loans can be obtained for up to 95% of the property's  purchase price at a
discounted  fixed  interest  rate for a period  of up to 25  years.  No  private
mortgage insurance is required for any of these loan products.

     ARMs are offered by Harvest Home for terms of up to 30 years.  The interest
rate  adjustment  period on the ARMs is three  years which is tied to changes in
the weekly  average yield on U.S.  Treasury  securities,  adjusted to a constant
maturity of one year as made  available by the Board of Governors of the Federal
Reserve System (the "Index").  The interest rate for the next three-year  period
is increased  or decreased by the amount of the change in the Index  between the
date the interest rate was set and the date of the three-year adjustment rounded
to the nearest  one-quarter  percent.  The maximum allowable  adjustment at each






                                       7
<PAGE>


adjustment  date is usually 2% with a maximum  adjustment of 5% over the term of
the loan.  ARMs  generally  have an increased  risk of delinquency in periods of
rising  interest  rates  due to the  increasing  monthly  payments  required  of
borrowers. Harvest Home has in the past issued three-year ARMs tied to different
indexes.  One such index is tied to a one-year (our most current index) constant
maturity U.S. Treasury Index.  Another index is tied to the interest rates being
charged by Harvest Home for similar type loans at the time of the interest  rate
change.  Borrowers are qualified at the contract rate at the time of origination
of the loan.

       Harvest  Home's  one-  to  four-family   residential   real  estate  loan
portfolio,  including  construction  loans, was  approximately  $50.5 million at
September 30, 1999, and  represented  95.7% of total loans at such date. At such
date,  loans  secured  by one-  to  four-family  residential  real  estate  with
outstanding  balances  of  $25,000,  or .1%,  of the total  one- to  four-family
residential  real estate loan  balance,  were  non-performing.  See  "Delinquent
Loans, Non-Performing Assets and Classified Assets."

       Multifamily  Residential  Real Estate Loans. In addition to loans on one-
to  four-family  properties,  Harvest Home makes loans  secured by  multi-family
properties  containing over four units.  Multi-family loans generally have terms
of up to 20 years and a maximum LTV of 80%. Such loans are  currently  made with
adjustable interest rates.

       Multi-family  lending is generally  considered to involve a higher degree
of risk because the loan amounts are larger and the borrower  typically  depends
upon  income  generated  by the  project to cover  operating  expenses  and debt
service.  The profitability of a project can be affected by economic conditions,
government  policies  and other  factors  beyond the  control  of the  borrower.
Harvest Home attempts to reduce the risk associated with multi-family lending by
evaluating the  credit-worthiness  of the borrower and the projected income from
the project,  and by obtaining personal guarantees on loans made to corporations
and partnerships,  and, where deemed necessary,  Harvest Home obtains additional
collateral.  Harvest Home may require that borrowers  agree to submit  financial
statements annually to enable Harvest Home to monitor the loan, although no such
requirement existed until 1993.

       At  September  30, 1999,  Harvest  Home had $2.2 million of  multi-family
residential real estate loans, representing 4.1% of total loans at that date. At
such date, no such loans were non-performing.

       Construction Loans. Harvest Home makes construction loans for residential
and  non-residential  real estate. Such loans are structured to become permanent
loans  upon  completion  of  construction.  Residential  construction  loans are
offered at fixed rates for terms up to 20 years,  and at adjustable  rates up to
30 years. Non-residential construction loans are offered at adjustable rates for
terms up to 20 years.  The  majority of the  construction  loans  originated  by
Harvest  Home are made to  owner-occupants  for  construction  of single  family
homes.  These loans are typically one year in duration and require only interest
payments   until  the  loan  becomes  a  permanent   loan  upon   completion  of
construction.  The  remainder  are made for  non-owner  occupied  properties  to
builders for small projects,  some of which have not been pre-sold, and to other
small commercial developers.

       Construction  loans for non-owner occupied  properties  generally involve
greater  underwriting  and default  risks than do loans  secured by mortgages on
existing properties due to the concentration of principal in a limited number of
loans and  borrowers  and the  effects of general  economic  conditions  on real
estate   developments,   developers,   managers  and   builders.   In  addition,
construction  loans in general are more difficult to evaluate and monitor.  Loan
funds are advanced upon the security of the project under construction, which is
more difficult to value before the completion of construction. Moreover, because




                                       8
<PAGE>


of the uncertainties inherent in estimating construction costs, it is relatively
difficult to evaluate  accurately  the LTVs and the total loan funds required to
complete a project.  In the event a default on a  construction  loan  occurs and
foreclosure follows,  Harvest Home would have to take control of the project and
attempt  either to arrange  for  completion  of  construction  or dispose of the
unfinished  project.  Harvest Home's construction loans generally are secured by
property  located in Harvest  Home's  primary  market area.  Construction  loans
secured by property  outside the primary lending area are secured by property in
Eastern Hamilton County and surrounding counties,  all within the State of Ohio;
such loans are made on the same terms and conditions as those within the primary
lending area and pose no more risk than those within the primary lending area.

     At September 30, 1999, Harvest Home had $6.0 million of construction loans,
or 11.3% of its loan portfolio, none of which were delinquent.

     Nonresidential  Real Estate  Loans and Land Loans.  Harvest Home also makes
loans  secured by  nonresidential  real estate  consisting  primarily  of retail
stores,  warehouses,  and office buildings.  Such nonresidential  loans are made
only with adjustable rates of interest.  Such loans have terms of up to 20 years
and a maximum LTV of 75%. The largest  loan of this type at  September  30, 1999
had a principal  balance of $468,600 and was secured by a retail shopping center
and the residence of the borrower, both located in Harvest Home's primary market
area.

     Nonresidential  real estate  lending is generally  considered  to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts  and the  effects  of  general  economic  conditions  on the  successful
operation of  income-producing  properties.  If the cash flow on the property is
reduced,  for  example,  as leases are not obtained or renewed,  the  borrower's
ability to repay may be  impaired.  Harvest Home has  endeavored  to reduce such
risk by evaluating the credit history and past performance of the borrower,  the
location of the real  estate,  the quality of the  management  constructing  and
operating the property,  the debt service ratio, the quality and characteristics
of the income stream  generated by the property,  and appraisals  supporting the
property's  valuation.  Harvest  Home may require  borrowers  to agree to submit
financial  statements  annually  to allow  Harvest  Home to  monitor  the  loan,
although no such requirement existed until 1993.

     At September 30, 1999, Harvest Home had a total of $3.0 million invested in
nonresidential  real estate loans.  Such loans comprised  approximately  5.8% of
Harvest   Home's  total  loans  at  such  date.  At  such  date,   none  of  the
nonresidential real estate loans were non-performing.

     Deposit Account Loans.  Harvest Home makes consumer  loans,  exclusively to
depositors  on the security of their  deposit  accounts.  Such loans are made at
adjustable rates of interest, and the principal amount of the loan cannot exceed
the face value of the pledged deposit.  Interest is due quarterly, and principal
is due on demand.

     At September  30, 1999,  Harvest Home had  approximately  $20,000 or .1% of
total loans, invested in deposit loans.

     Home Equity Lines of Credit and Second Mortgages.  Harvest Home offers home
equity lines of credit.  These are typically  secured by second  mortgages,  but
with some  being  secured  by first  mortgages.  The line of  credit  agreements
currently  being  offered by Harvest  Home  provide  that  borrowers  can obtain
advances up to their credit limit for a period of fifteen years,  and after that
time, the borrowers must repay the outstanding balance over a period of the next
ten years.  Harvest  Home has  offered in the past home  equity  lines of credit
which are open ended and have no required  repayment period or fixed termination
date.  These lines of credit may,  however,  be terminated at any time by either
party.



                                       9
<PAGE>


       Loan Solicitation and Processing.  Loan originations are developed from a
number  of  sources,  including  continuing  business  with  depositors,   other
borrowers and real estate  developers,  solicitations  by Harvest Home's lending
staff, and walk-in customers.

       Loan  applications  for  permanent  mortgage  loans  are  taken  by  loan
personnel. Harvest Home obtains a credit report, verification of employment, and
other  documentation  concerning  the  credit-worthiness  of  the  borrower.  An
appraisal  of the fair market  value of the real  estate  which will be given as
security for the loan is prepared by an  independent  fee appraiser  approved by
the Board of Directors.  For residential  properties,  an environmental study is
conducted  only if the  appraiser  or  management  has reason to believe that an
environmental  problem  may  exist.  For  most  nonresidential   properties,  an
environmental  report is  required.  For most  multi-family  and  nonresidential
mortgage  loans,  a personal  guarantee is required.  Upon the completion of the
appraisal and the receipt of information on the borrower,  the application for a
loan is submitted to the Executive  Committee  and/or the Board of Directors for
approval or rejection.  Loan applications which do not exceed $200,000 generally
can be approved by the Harvest  Home's  designated  loan  officer as long as the
loan conforms to all underwriting requirements.

       If a mortgage loan  application  is approved,  an  attorney's  opinion of
title is  obtained  on the real  estate  which will  secure the  mortgage  loan.
Harvest Home does not obtain title  insurance.  Borrowers  are required to carry
satisfactory fire and casualty insurance and flood insurance, if applicable, and
to name Harvest Home as an insured mortgagee.

       The  procedure  for  approval  of  construction  loans is the same as for
permanent mortgage loans, except that an appraiser evaluates the building plans,
construction  specifications,  and estimates of construction costs. Harvest Home
also  evaluates the  feasibility  of the proposed  construction  project and the
experience and record of the builder.

       Harvest  Home's loans contain  provisions  that the entire balance of the
loan is due upon sale of the property securing the loan.

       Loan Originations,  Purchases,  and Sales. During the past several years,
Harvest Home has been actively  originating  new fixed-rate and  adjustable-rate
loans.  All loans  originated  during that  period have been held in  portfolio.
Harvest Home has not sold a loan since 1984. Harvest Home does not process loans
on forms accepted in the secondary market. Management believes other significant
secondary market guidelines are followed. While there are no current plans to do
so, Harvest Home may sell loans in the future if management deems it in the best
interest of Harvest Home. Prior to 1981, Harvest Home originated  mortgage loans
only  at  fixed  rates.   Beginning  in  1981,   Harvest  Home  originated  only
adjustable-rate  loans. In the late '80s, Harvest Home again began originating a
limited amount of fixed-rate  mortgage  loans,  up to maximum terms of 20 years,
which are held in its portfolio in addition to ARMs.

       Harvest Home generally does not participate in loans  originated by other
institutions.  Harvest Home will consider  participation  in loans if management
deems it to be in the interest of Harvest  Home.  The following  table  presents
Harvest  Home's  mortgage  loan  originations  and  mortgage-backed   securities
purchases and sales activity for the periods indicated:





                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                              Year Ended September 30,
                                           1999           1998           1997            1996           1995
                                                                  (In thousands)
<S>                                       <C>             <C>           <C>              <C>            <C>
Loans Originated:
  Construction                          $ 3,046        $ 1,540        $ 1,625        $  3,488        $   962
  1 to 4 Family                          10,768         11,256          6,271           7,082          5,466
  Home equity line
    of credit                               883            212            532             570            385
  5 or more units                           710            433             -              220             -
  Nonresidential real estate                431            438            485             844             -
  Deposit accounts                            6             43             -               56             85
                                         ------         ------         ------          ------          -----

Total loans originated                  $15,844        $13,922        $ 8,913         $12,260         $6,898
                                         ======         ======         ======          ======          =====

Mortgage-backed
securities purchased:
  Insured, guaranteed or
    collaterized mortgage-backed
    securities                          $11,967        $26,992        $18,205         $12,972         $2,013
                                         ======         ======         ======          ======          =====


Mortgage-backed securities sold         $    -         $ 1,878        $   141         $   267         $   -
                                         ======         ======         ======          ======          =====
</TABLE>

       Federal Lending Limit.  Regulations  generally limit the aggregate amount
that a savings  bank can lend to one  borrower to an amount  equal to 15% of the
savings  bank's  unimpaired  capital  and  unimpaired   surplus   (collectively,
"Unimpaired  Capital").  A savings bank may loan to one  borrower an  additional
amount  not to  exceed  10%  of  the  association's  Unimpaired  Capital  if the
additional  amount is fully  secured by  certain  forms of  "readily  marketable
collateral." Real estate is not considered "readily  marketable  collateral." In
applying these limits, the regulations  require that loans to certain related or
affiliated  borrowers be  aggregated.  Based on such limits,  Harvest Home could
have made loans in an aggregate principal amount of $1.5 million to one borrower
at September 30, 1999. At that date, Harvest Home had no loans in excess of such
limits.

       Loan  Origination and Other Fees.  Harvest Home realizes loan origination
fee and other fee revenue from its lending activities,  and also realizes income
from late payment charges, and fees for other miscellaneous services.

       Loan  origination  fees and other fees are a  volatile  source of income,
varying  with the volume of  lending,  loan  repayments,  and  general  economic
conditions.  All  nonrefundable  loan  origination  fees and certain direct loan
origination  costs are deferred and recognized in accordance with SFAS No. 91 as
an adjustment to yield over the life of the related loan.











                                       11
<PAGE>


     Delinquent  Loans,  Non-Performing  Assets and  Classified  Assets.  When a
borrower  fails to make a required  payment on a loan,  Harvest Home attempts to
cause the  deficiency  to be cured by contacting  the  borrower.  In most cases,
deficiencies have been cured promptly.

     Loans  originated by Harvest Home before 1981 required  payment of interest
in advance.  Although the mortgage  documents  require  payments on the first of
each month, borrowers were told that payments would not be treated as delinquent
if made by the last working day of that month.

     Loans  originated  commencing  in 1981  require  interest in  arrears,  and
payments are due on the first day of the following month.

       The following collection procedures are generally used:

       A.     When a loan payment is in arrears  beyond the late payment date, a
              notice of late payment is generated by the on-line computer system
              and mailed to the  borrower.  A copy of the notice is filed in the
              loan file.

       B.     When a loan payment  exceeds the due date by thirty days, the loan
              is scheduled for individual attention. Additional late notices are
              sent to the borrower followed by a telephone call, if necessary.

       C.     When a loan  payment  exceeds  the due  date  by  sixty  days  and
              personal  contact  has  not  cured  the  delinquency,   a  ten-day
              collection  letter is sent to the  borrower by the Savings  Bank's
              attorney.  When a  delinquent  loan  account  is  referred  to the
              attorney for  collection,  the borrower is restricted  from making
              any  payment  other  than the total  amount  due as of the date of
              payment.

       D.     If  the  procedures  outlined  in  C  above  have  not  cured  the
              delinquency, legal action is filed against the borrower.

       Real  estate  acquired  by  Harvest  Home  as  a  result  of  foreclosure
proceedings  is classified  as real estate owned ("REO") until it is sold.  When
property is so acquired, it is recorded by Harvest Home at the lower of the book
value of the related loan or the estimated  fair value of the real estate,  less
selling  expenses  at the  date of  acquisition,  and any  write-down  resulting
therefrom is charged to the allowance for loan losses. Interest accrual, if any,
ceases no later than the date of acquisition  of the real estate,  and all costs
incurred from such date in maintaining the property are expensed. Costs relating
to the development and improvement of the property are capitalized to the extent
of fair  value.  Harvest  Home has had only two  parcels  of REO during the last
three years.

       Harvest Home places loans on non-accrual  status when the  collectibility
of the loan is in doubt or when a loan is more than  ninety days  delinquent  in
interest payments.







                                       12
<PAGE>

         The following table reflects the amount of loans in a delinquent status
as of the dates indicated:

<TABLE>
<CAPTION>

                                September 30, 1999            September 30, 1998              September 30, 1997
                                               Percent                     Percent                             Percent
                                                    of                          of                                  of
                                                 total                       total                               total
                              Number    Amount   loans      Number   Amount  loans      Number     Amount        loans
                                                             (Dollars in thousands)
<S>                            <C>       <C>      <C>        <C>       <C>     <C>       <C>         <C>          <C>
Days delinquent for: (1)

  30 - 59 days                    11      $506    0.96%          6     $290   0.60%         13       $461        1.02%

  60 - 89 days                     5       429    0.81           4      142   0.29           5        376        0.83

  90 days and over                 1        25    0.05           1       49   0.10           2         95        0.21
                                 ---      ----    ----         ---     ----   ----         ---       ----        ----

     Total delinquent
       loans                      17      $960    1.82%         11     $481   0.99%         20       $932        2.06%
                                  ==       ===    ====          ==      ===   ====          ==        ===        ====
</TABLE>


1)   At  September  30,  1999,   delinquencies  include  15  one-to-four  family
     residential   loans  with  principal   balances  totaling   $735,531,   one
     multi-family  residential loan with a principal balance of $195,122 and one
     nonresidential loan with a principal balance of $29,777.










                                       13
<PAGE>

         The  following  table sets forth the amounts and  categories of Harvest
Home's  non-performing  assets as indicated  by the dates on the accrual  status
when they become past due 90 days or more.
<TABLE>
<CAPTION>

                                                                        At September 30,
                                                      1999                     1998                 1997
                                                                     (Dollars in thousands)
<S>                                                   <C>                      <C>                   <C>
Accruing loans
delinquent 90
days or more                                          $ -                      $ -                 $ -
                                                       ===                      ===                 ===

Loans accounted for on a nonaccrual basis:

Real Estate:

  Residential                                           25                       49                   64

  Nonresidential                                        -                        -                    31

  Deposit account                                       -                        -                    -
                                                       ---                      ---                  ---

Total nonaccrual loans                                  25                       49                   95

Other non-performing assets                             -                        -                    -
                                                       ---                      ---                  ---

Total non-performing assets                           $ 25                     $ 49                 $ 95
                                                       ===                      ===                  ===

Total non-performing
assets as a percentage
of total assets                                       .03%                      .05%                 .10%

Specific loan loss
allowance                                             $ -                      $ -                  $ -


General loan loss
allowance (unallocated
as to any specific
loan type)                                             139                      127                  115
                                                       ---                      ---                  ---

Total loan loss allowance                             $139                     $127                 $115
                                                       ===                      ===                  ===

Loan loss allowance
as a percent of
non-performing loans                                 556.0%                   259.2%               121.1%


Loan loss allowance as
a percent of non-
performing assets                                    556.0%                   259.2%               121.1%

</TABLE>


                                       14

<PAGE>


         Harvest Home had one non-performing loan at both September 30, 1999 and
1998.  During the periods shown,  Harvest Home had no restructured  loans within
the meaning of SFAS No. 114.

         Harvest Home's classification policy provides for the classification of
loans and other assets such as debt and equity  securities  considered  to be of
lesser  quality  as  "substandard,"  "doubtful"  or "loss"  assets.  An asset is
considered  "substandard"  if it is  inadequately  protected  by the current net
worth and paying capacity of the obligor or of the collateral  pledged,  if any.
"Substandard"  assets include those characterized by the "distinct  possibility"
that  Harvest  Home  will  sustain  "some  loss"  if the  deficiencies  are  not
corrected.  Assets classified as "doubtful" have all of the weaknesses  inherent
in those  classified  "substandard,"  with  the  added  characteristic  that the
weaknesses  present make  "collection  or  liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable."  Assets  classified as "loss" are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment  of a specific loss reserve is not warranted.  Assets which do not
currently  expose  the  insured   institution  to  sufficient  risk  to  warrant
classification in one of the aforementioned  categories, but possess weaknesses,
are  designated  "special  mention" by  management.  An insured  institution  is
required to establish  general  allowances  for loan losses in an amount  deemed
prudent by management for loans classified  substandard or doubtful,  as well as
for other problem loans. General allowances represent loss allowances which have
been  established  to  recognize  the  inherent  risk  associated  with  lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular problem assets. When an insured institution classifies problem assets
as "loss," it is required  either to establish a specific  allowance  for losses
equal to 100% of the  amount of the asset so  classified  or to charge  off such
amount.

         Generally,  Harvest Home classifies as "substandard" all loans that are
more than 90 days delinquent unless management  believes the delinquency  status
is short-term due to unusual circumstances.  Loans delinquent fewer than 90 days
may also be classified  if the loans have the  characteristics  described  above
rendering classification appropriate.

         The aggregate  amounts of Harvest Home's classified assets at the dates
indicated were as follows:
<TABLE>
<CAPTION>

                                                At September 30,
                                  1999                1998                 1997
                                                (In thousands)
<S>                               <C>                 <C>                  <C>
Substandard                       $524                $228                 $219

Doubtful                            -                   -                    -

Loss                                -                   -                    -
                                   ---                 ---                  ---

Total classified
assets                            $524                $228                 $219
                                   ===                 ===                  ===
</TABLE>

         Federal and state examiners are authorized to classify a savings bank's
assets. If a savings bank does not agree with an examiner's classification of an
asset, it may appeal to regulatory authorities.





                                       15
<PAGE>


         Allowance  for  Loan  Losses.  The  Board  of  Directors  reviews  on a
quarterly  basis the  allowance  for loan  losses as it  relates  to a number of
relevant  factors,  including  but  not  limited  to,  trends  in the  level  of
non-performing  assets and classified  loans,  current and anticipated  economic
conditions  in the primary  lending  area,  past loss  experience,  and possible
losses arising from specific problem assets. To a lesser extent, management also
considers loan concentrations to single borrowers and changes in the composition
of the  loan  portfolio.  While  management  believes  that  it  uses  the  best
information  available to determine the  allowance  for loan losses,  unforeseen
market  conditions  could  result  in  adjustments,  and net  earnings  could be
significantly   affected  if  circumstances   differ   substantially   from  the
assumptions used in making the final determination. At September 30, 1999, 1998,
and 1997,  Harvest Home's allowance for loan losses totaled  $139,000,  $127,000
and $115,000,  respectively, none of which was allocated to a particular type of
loan at any such dates.  Due to the absence of any material  loss on any loan in
recent  years,  the Board of  Directors  of Harvest Home does not believe such a
specific allocation is necessary.

         The following table sets forth an analysis of Harvest Home's  allowance
for losses on loans for the periods  indicated.  Harvest Home had no  recoveries
during such periods.
<TABLE>
<CAPTION>

                                                  For the year ended September 30,
                                            1999              1998             1997
                                                    (Dollars in thousands)
<S>                                          <C>               <C>              C>
Balance at
beginning of year                           $127              $115             $111

Loans charged-off                             -                 -                (5)

Recoveries                                    -                 -                -

Provision for losses
on loans (charged to
operations)                                   12                12                9
                                             ---               ---              ---

Balance at end of period                    $139              $127             $115
                                             ===               ===              ===

Ratio of allowance for
losses on loans to
non-accrual loans                          556.0%           259.2%            121.1%

Ratio of allowance
for losses on loans
to total loans                              0.26%            0.25%             0.25%

</TABLE>






                                       16
<PAGE>


Mortgage-backed and Related Securities

         Harvest  Home faces  significant  competition  for loans in its primary
market area. This competitive  factor,  coupled with the declining interest rate
environment  over the past  several  years has  limited  the  opportunities  for
originating  adjustable  rate  mortgage  loans.  As a result,  Harvest  Home has
purchased  adjustable  rate  mortgage-backed  securities,  as well  as  mortgage
related  securities  such as CMO/REMICs  as  interest-rate  sensitive  portfolio
investments.

         Harvest  Home's   adjustable   rate   mortgage-backed   securities  are
guaranteed  as to  principal  and interest by FNMA and FHLMC.  At September  30,
1999, $24.0 million, or 71.2% of Harvest Home's mortgage-backed  securities were
adjustable rate.

         CMO/REMICs  are  securities  derived  by  reallocating  cash flows from
mortgage  backed  securities  or pools  of  mortgage  loans  in order to  create
multiple  classes,  or tranches of securities with coupon rates that differ from
the underlying  collateral as a whole.  Harvest Home invests in these securities
as an interest  rate  sensitive  investment  portfolio  alternative  to mortgage
loans.  As of September  30,  1999,  Harvest  Home's  CMO/REMICS  totaled  $26.8
million,  or 79.5%,  of the  mortgage-backed  securities  portfolio.  All of the
CMO/REMICs  owned by  Harvest  Home  are  insured  or  guaranteed  directly,  or
indirectly,  through  mortgage-backed  securities  underlying the obligations by
FNMA or FHLMC.  CMOs and REMICs can be  classified by federal  regulators  under
certain  economic  scenarios  as  "high  risk"  derivatives  and  are  therefore
potentially subject to forced divestiture. However, due to the nature of Harvest
Home's investments,  i.e., relatively short-term to maturity, the probability of
such occurrence is viewed by management as remote.

         At September 30, 1999,  HHFC's  investment and market value information
of mortgage-backed  securities designated as available for sale was comprised of
the following:
<TABLE>
<CAPTION>

                                                  Gross          Gross
                              Amortized      Unrealized     Unrealized         Market
                                   Cost           Gains         Losses          Value
                                                 (In thousands)
<S>                               <C>             <C>             <C>            <C>
FHLMC participation
certificates                    $ 4,901            $ -          $  128        $ 4,773

FHLMC CMOs                       22,236              -             858         21,378

FNMA participation
certificates                      2,158               2             52          2,108

FNMA CMOs                         5,420              33              1          5,452
                                 ------             ---          -----         ------

                                $34,715            $ 35         $1,039        $33,711
                                 ======             ===          =====         ======
</TABLE>


Investment Activities

         Federal  and state  regulations  require  Harvest  Home to  maintain  a
prudent  amount of liquid  assets to protect the safety and soundness of Harvest
Home.  Therefore,  the Board of  Directors of Harvest  Home has  established  an
investment  policy to maintain  safety and soundness and to provide  control and
guidelines for investments purchased by the institution.  In accordance with the
investment  policy,  Harvest Home  invests in U.S.  Treasury  obligations,  U.S.
Federal agency and federally  sponsored agency  obligations,  federal funds sold
and certificates of deposits at insured banks. See "REGULATION".



                                       17
<PAGE>

The  following  table  sets  forth the  composition  of HHFC's  interest-bearing
deposits and investment portfolio at the dates indicated:
<TABLE>
<CAPTION>

                                                                     September 30,
                                   1999                                  1998                                 1997
                  Amortized     % of  Market     % of Amortized      % of   Market     % of   Amortized    % of    Market      % of
                       Cost    Total   Value    Total      Cost     Total    Value    Total        Cost   Total     Value     Total
                                                                 (Dollars in thousands)
<S>                    <C>       <C>     <C>      <C>     <C>       <C>        <C>     <C>         <C>     <C>        <C>     <C>
Investment
Securities:

U.S. Gov't
& Agency
obligations          $6,000    65.0%  $5,951    64.8%    $4,005     57.2%   $4,032    57.4%    $  7,972   57.4%  $  8,039    57.6%

Other
investments:

Interest-
bearing
deposits
in other
financial
institutions          1,402    15.2    1,402    15.3      1,182     16.9%    1,182    16.8%       2,106   15.1%     2,106    15.1%
Federal funds
sold                    100     1.1      100     1.1        200      2.9%      200     2.8%       2,600   18.7%     2,600    18.6%


Federal Home
Loan Bank
Stock                 1,723    18.7    1,723    18.8      1,606     23.0%    1,606    23.0%       1,219    8.8%     1,219     8.7%
                      -----   -----    -----   -----      -----    -----     -----   -----       ------  -----     ------   -----


Total investment
  securities,
  interest-bearing
  deposits and
  other              $9,225   100.0%  $9,176   100.0%    $6,993    100.0%   $7,020   100.0%     $13,897  100.0%   $13,964   100.0%
                      =====   =====    =====   =====      =====    =====     =====   =====       ======  =====     ======   =====
</TABLE>



                                       18
<PAGE>

         The  following  table sets  forth the  scheduled  maturities,  carrying
values,   market  values  and  average  yields  for  Harvest  Home's  investment
securities at September 30, 1999. All of such  securities  mature in three years
or less.
<TABLE>
<CAPTION>

                                           At September 30, 1999
                           One year or Less                  One to Five Years
                      Amortized          Average         Amortized       Average
                           Cost            Yield              Cost         Yield
                                           (Dollars in thousands)
<S>                        <C>              <C>              <C>             <C>
U.S. Government
and agency
securities                  $-            $-                $6,000             5.50%
                             ==            ==                =====             ====

</TABLE>


<TABLE>
<CAPTION>


                                                     At September 30, 1999
                                                Total Investment Securities
                          Average Life        Amortized              Fair                Weighted
                              In Years             Cost             Value           Average Yield
                                                  (Dollars in thousands)
<S>                             <C>                <C>               <C>                     <C>

U.S. Government
and agency
securities                       1.5             $6,000            $5,951                    5.50%
                                 ===              =====             =====                    ====
</TABLE>


Deposits and Borrowings

         General. Deposits have traditionally been the primary source of Harvest
Home's funds for use in lending and other investment activities.  In addition to
deposits,  Harvest  Home derives  funds from  interest  payments  and  principal
repayments on loans and  mortgage-backed  securities,  income on earning assets,
and service  charges.  Loan  payments are a relatively  stable  source of funds,
while  deposit  inflows  and  outflows  fluctuate  more in  response  to general
interest rates and money market conditions.

         Deposits. Deposits are attracted principally from within Harvest Home's
primary  market  area  through  the  offering  of a broad  selection  of deposit
instruments,  including  negotiable order of withdrawal ("NOW") accounts,  Super
NOW accounts, money market deposit accounts,  regular passbook savings accounts,
term certificate accounts, and individual retirement accounts ("IRAs"). Interest
rates paid,  maturity  terms,  service fees,  and  withdrawal  penalties for the
various types of accounts are established  periodically by management of Harvest
Home based on Harvest Home's liquidity requirements,  growth goals, and interest
rates  paid by  competitors.  Harvest  Home has never  used  brokers  to attract
deposits.

         At September 30, 1999,  Harvest Home's  certificates of deposit totaled
$47.0 million, or 71.0% of total deposits.  Of such amount,  approximately $34.4
million in  certificates  of deposit will mature within one year.  Based on past
experience and Harvest Home's prevailing pricing strategies, management believes
that a substantial  percentage of such certificates will renew with Harvest Home
at maturity.  If there is a significant  deviation from  historical  experience,
Harvest  Home  can  utilize  borrowings  from  the  FHLB  of  Cincinnati  as  an
alternative to this source of funds.




                                       19
<PAGE>



         The  following  table sets forth the dollar  amount of  deposits in the
various  types  of  savings  programs  offered  by  Harvest  Home  at the  dates
indicated:
<TABLE>
<CAPTION>


                                                                    At September 30,
                                        1999                             1998                             1997
                                              Percent                          Percent                          Percent
                                             of total                         of total                         of total
                                Amount        deposit            Amount        deposit            Amount        deposit
                                                                 (Dollars in thousands)
<S>                              <C>            <C>                <C>            <C>               <C>             <C>
Transaction
accounts:

  NOW accounts(1)              $ 3,806           5.7%           $ 3,208           5.3%           $ 2,699           4.6%
  Super NOW
    accounts(1)                    405            .6                253            .4                300            .5
  Passbook
    savings(2)                  10,437          15.8              9,494          15.8              9,143          15.6
  Money market
    deposit
    account(3)                   4,534           6.9              4,107           6.8              4,332           7.4
                                ------         -----             ------         -----             ------         -----

     Total transaction
       accounts                 19,182          29.0             17,062          28.3             16,474          28.1

Certificates
of Deposit(4):

  4.00-5.99%                    42,304          63.9             38,275          63.6             38,031          64.7
  6.00-7.99%                     4,734           7.1              4,888           8.1              4,281           7.2
                                ------         -----             ------         -----             ------         -----

     Total certificates
       of deposit               47,038          71.0             43,163          71.7             42,312          71.9
                                ------         -----             ------         -----             ------         -----

Total deposits                 $66,220         100.0%           $60,225         100.0%           $58,786         100.0%
                                ======         =====             ======         =====             ======         =====
</TABLE>

1)   Harvest  Home's  weighted  average  interest  rate  paid  on  NOW  accounts
     fluctuates  with the general  movement of interest  rates. At September 30,
     1999,  1998,  and 1997,  the weighted  average  rates on NOW accounts  were
     1.84%,  1.84% and 2.69%,  respectively.  At September 30, 1999,  1998,  and
     1997, the weighted average rates of Super NOW accounts was 2.75%.
2)   Harvest Home's  weighted  average  interest rate paid on passbook  accounts
     fluctuates  with the general  movement of interest  rates. At September 30,
     1999, 1998, and 1997, the weighted average rates on passbook  accounts were
     2.53%, 2.53% and 2.79%, respectively.
3)   Harvest Home's weighted  average interest rate paid on money market deposit
     accounts  fluctuates  with the  general  movement  of  interest  rates.  At
     September 30, 1999,  1998,  and 1997,  the weighted  average rates on money
     market accounts was 3.00%.
4)   IRAs are generally offered under certificate of deposit programs.



                                       20
<PAGE>


         The  following  table  shows  interest  rate and  original  contractual
maturity  information for Harvest Home's certificates of deposit as of September
30, 1999:
<TABLE>
<CAPTION>

                                            Over 1         Over 2
                          Up to one      year to 2     years to 3          Over 3
                               year          years          years           years          Total
                                                     (In thousands)
<S>                           <C>             <C>           <C>              <C>            <C>
4.00 - 5.99%                $30,622         $6,922         $1,191          $3,569        $42,304
6.00 - 7.99%                  3,750            984             -               -           4,734
                             ------          -----          -----           -----         ------

Total certificates
of deposit                  $34,372         $7,906         $1,191          $3,569        $47,038
                             ======          =====          =====           =====         ======
</TABLE>

         The following table presents the amount of Harvest Home's  certificates
of  deposit of  $100,000  or more by the time  remaining  until  maturity  as of
September 30, 1999:
<TABLE>
<CAPTION>

       Maturity                                         At September 30, 1999
                                                               (In thousands)
<S>                                                                      <C>
  Three months or less                                                $   743
  Over 3 months to 6 months                                               511
  Over 6 months to 12 months                                            1,425
  Over 12 months                                                        1,440
                                                                        -----

         Total                                                         $4,119
                                                                        =====
</TABLE>


         The following  table sets forth Harvest Home's deposit  account balance
activity for the periods indicated:

<TABLE>
<CAPTION>

                                             Year ended September 30,
                                      1999             1998              1997
                                              (Dollars in thousands)
<S>                                   <C>              <C>               <C>
Beginning balance                  $60,225          $58,786           $57,958
Deposits                            75,155           65,375            58,930

Withdrawals                        (72,135)         (66,862)          (60,904)

Interest credited                    2,975            2,926             2,802
                                    ------            -----             -----

Ending balance                     $66,220          $60,225           $58,786
                                    ======           ======            ======

Net increase                       $ 5,995          $ 1,439           $   828

Percent increase                      9.95%            2.45%             1.43%

</TABLE>



                                       21

<PAGE>


         Borrowings.  The  FHLB  System  functions  as a  central  reserve  bank
providing  credit  for its  member  institutions  and  certain  other  financial
institutions.  See  "REGULATION  - Federal Home Loan Banks." As a member in good
standing of the FHLB of  Cincinnati,  Harvest  Home is  authorized  to apply for
advances  from  the  FHLB  of   Cincinnati,   provided   certain   standards  of
creditworthiness  have been met.  Under  current  regulations,  a bank must meet
certain  qualifications to be eligible for FHLB advances. All standards required
are currently  met by Harvest Home.  Harvest Home is a member of the FHLB and is
required to own capital stock in the FHLB.  Each FHLB credit program has its own
interest  rate,  which may be fixed or variable and range of maturity.  The FHLB
may prescribe the  acceptable  uses for these advances as well as limitations on
the size of the advances and repayment provisions.

         The following table sets forth certain information as to Harvest Home's
FHLB advances at the date indicated:
<TABLE>
<CAPTION>

                                                     At September 30,
                                         1999              1998             1997
                                                  (Dollars in thousands)
<S>                                      <C>               <C>              <C>
FHLB advances                         $22,600           $25,850          $24,000

Weighted average interest rate
of FHLB advances                         5.23%            5.26%             5.82%
</TABLE>

         The following  table sets forth the maximum balance and average balance
of FHLB advances during the periods indicated:
<TABLE>
<CAPTION>

                                                 Year ended September 30,
                                        1999              1998             1997
                                                 (Dollars in thousands)
<S>                                    <C>               <C>               <C>
Maximum Balance:
FHLB advances                        $26,000           $25,850          $24,000

Average Balance:
FHLB advances                         23,827            21,738           15,615

Weighted average interest rate
Of FHLB advances                        5.08%            5.62%             5.78%

</TABLE>


Asset and Liability Management

         Harvest  Home's  interest rate spread is the principal  determinant  of
income.  The interest rate spread,  and therefore net interest income,  can vary
considerably  over time because asset and  liability  repricing do not coincide.
Moreover,  the  long-term or  cumulative  effect of interest rate changes can be
substantial.   Interest  rate  risk  is  defined  as  the   sensitivity   of  an
institution's  earnings  and net asset values to changes in interest  rates.  In
managing  its  interest  rate risk,  Harvest  Home begins with an  objective  to
increase the interest rate  sensitivity of its assets by originating  loans with
interest rates subject to period adjustment and market conditions and/or shorter
maturities.  Harvest  Home has  historically  had to rely  upon  retail  deposit
accounts  as a source of funds and  intends  to  continue  to do so.  Management
believes that reliance on retail deposit  accounts as a source of funds compared
to brokered  deposits and long-term  borrowings  reduces the effects of interest
rate  fluctuations  because  these  deposits  generally  represent a more stable
source of funds.



                                      22
<PAGE>


         Savings banks have  historically  presented a gap analysis as a measure
of interest rate risk.  The gap analysis  presents the projected  maturities and
periods to repricing of a savings bank's rate sensitive  assets and liabilities.
Harvest Home's cumulative  one-year gap, which represents the difference between
the amount of interest  sensitive  assets  maturing or repricing in one year and
the amount of interest sensitive  liabilities  maturing or repricing in the same
period was 1.7% at September 30, 1999. A positive  cumulative gap indicates that
interest  sensitive assets exceed interest  sensitive  liabilities at a specific
date. In a rising interest rate environment, institutions with positive maturity
gaps  generally  experience a more rapid  increase in interest  income earned on
assets  than  the  interest  expense  paid  on  liabilities.  Conversely,  in an
environment of falling  interest  rates,  interest  income earned on assets will
generally decrease more rapidly than the interest expense paid on liabilities. A
negative gap will have the opposite effect.































                                       23
<PAGE>


         The following table sets forth the amounts of  interest-earning  assets
and  interest-bearing  liabilities  outstanding at September 30, 1999, which are
expected to reprice or mature in each of the future periods shown.  The analysis
of this  interest-rate  sensitivity,  which is prepared quarterly by a financial
advisory firm,  Performance Analysis,  Inc., for Harvest Home,  incorporates the
assumptions set forth in the footnotes of the following table.
<TABLE>
<CAPTION>

                                                  Six
                                  Within       Months
                                    Six        to One          1-3           3-5         5-10      Over 10
                                  Months         Year        Years         Years        Years        Years        Total
<S>                                <C>            <C>         <C>           <C>           <C>         <C>          <C>
Interest-earning assets

Loans

  Adjustable Rate(1)            $  6,173      $13,235     $     -        $    -        $   -        $   -       $19,408

  Fixed Rate(2)                    2,842        2,491        6,686         4,718        6,872        3,039       26,648

  Non-Residential
    Adjustable Rate(1)             1,742        3,630           -             -            -            -         5,372

  Other Loans
    Home Equity                    1,480           -            -             -            -            -         1,480

    Consumer                          20           -            -             -            -            -            20

Investments(3)                     1,823           -         6,000            -            -            -         7,823

Mortgage-backed securities        27,628        2,442        4,645            -            -            -        34,715
                                  ------      -------      -------        ------        -----        -----       ------

TOTAL RATE
SENSITIVE ASSETS                  41,708       21,798       17,331         4,718        6,872        3,039       95,466

Interest-bearing
liabilities

Deposits

  Certificates of Deposit (4)      9,502       24,871        9,097         3,570           -            -        47,040

  Money Market Deposits (5)          649          562        1,591           895          877          273        4,847

  NOW Accounts                       564          489        1,382           777          762          237        4,211

  Passbook Accounts                1,370        1,186        3,355         1,887        1,851          575       10,224

FHLB Advances                     19,100        3,500           -             -            -            -        22,600
                                  ------      -------      -------        ------        -----        -----       ------


TOTAL RATE
SENSITIVE LIABILITIES             31,185       30,608       15,425         7,129        3,490        1,085       88,922
                                  ------       ------       ------        ------        -----        -----       ------


Interest Sensitivity
Gap                              $10,523     $ (8,810)    $  1,906       $(2,411)      $3,382       $1,954     $  6,544
                                  ======      =======      =======         =====        =====        =====      =======

Cumulative Interest Rate
Sensitivity Gap                  $10,523     $  1,713     $  3,619        $1,208       $4,590       $6,544     $  6,544
                                  ======      =======      =======         =====        =====        =====      =======

Cumulative Interest Rate
Sensitivity Gap as a Percent
of Total Assets                    10.64%        1.73%         3.66%        1.22%        4.64%         6.61%        6.61%
                                   =====         ====          ====         ====         ====          ====         ====
</TABLE>

(Footnotes on next page)

                                       24

<PAGE>



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

1)   Includes all adjustable rate mortgage loans and mortgage-backed  securities
     based on contractual term to repricing.

2)   Includes all fixed-rate mortgage loans and mortgage-backed securities which
     are assumed to reprice in accordance with prepayment  assumptions  supplied
     by  Harvest  Home's  asset/liability  management  software  provider.  Such
     prepayment  assumptions have been derived from prepayment assumption models
     previously utilized by the OTS.

3)   Includes all investment securities,  interest-bearing  deposits and federal
     funds sold.

4)   Certificates of deposit are shown  repricing based on contractual  terms to
     maturity.

5)   Based on assumptions supplied by Harvest Home's asset/liability  management
     provider,  money market  deposits,  NOW accounts and passbook  accounts are
     assumed to decay over a five-year period.

         These  assumptions  change over time based upon changes in the economy.
Management  believes that these  assumptions  approximate  actual experience and
considers  them   appropriate  and  reasonable.   However,   the  interest  rate
sensitivity  of Harvest Home's assets and  liabilities  illustrated in the table
above would vary  substantially if different  assumptions were used or if actual
experience differed from that indicated by such assumptions.

Competition

         Harvest  Home  competes  for  deposits  with  other  savings  banks and
associations,  commercial  banks and  credit  unions,  and with the  issuers  of
commercial  paper and other  securities,  such as shares in money market  mutual
funds.  The primary  factors in competing  for  deposits are interest  rates and
convenience  of office  location.  In making  loans,  Harvest Home competes with
other  savings  banks  and  associations,  commercial  banks,  consumer  finance
companies,  credit unions,  leasing companies,  and other lenders.  Harvest Home
competes for loan  originations  primarily  through the interest  rates and loan
fees it charges,  and through the efficiency and quality of services it provides
to  borrowers.  Competition  is affected  by,  among other  things,  the general
availability of lendable funds, general and local economic  conditions,  current
interest rate levels, and other factors which are not readily predictable.

         Due to  Harvest  Home's  size  relative  to the  many  other  financial
institutions  in its market area,  management  believes  that Harvest Home has a
small share of the deposit and loan markets.

     The size of financial institutions competing with Harvest Home is likely to
increase as a result of changes in statutes and regulations  eliminating various
restrictions on interstate and inter-industry  branching and acquisitions.  Such
increased competition may have an adverse effect upon Harvest Home.








                                       25

<PAGE>


         The  following  table  sets  forth,  for  the  years  and at  the  date
indicated, the weighted average yields earned on Harvest Home's interest-earning
assets,   the  weighted   average   interest  rates  paid  on   interest-bearing
liabilities,   the  interest  rate  spread  and  the  net  interest   margin  on
interest-earning assets. Such yields and costs are derived by dividing income or
expense by the average balances of assets or liabilities, respectively, for each
period presented.

<TABLE>
<CAPTION>

                                                            Year ended September 30,
                                                    1999               1998                1997
<S>                                                <C>                 <C>                 <C>
Weighted average yield on loan portfolio           7.49%               7.70%               7.87%

Weighted average yield on mortgage-
backed securities                                  5.86                6.24                6.38

Weighted average yield on investment
securities                                         5.97                6.81                6.86

Weighted average yield on other
interest-earning assets                            5.74                6.17                5.57

Weighted average yield on all
interest-earning assets                            6.70                7.02                7.19

Weighted average interest rate
paid on deposits                                   4.61                4.87                4.81

Weighted average interest rate
paid on borrowings                                 5.08                5.26                5.82

Weighted average rate on all
interest-bearing liabilities                       4.74                5.07                5.02

Interest rate spread
(spread between weighted average
interest rate on all
interest-bearing assets and all
interest-bearing liabilities)                      1.96                1.95                2.17

Net yield (net interest income
as a percentage of average
interest-earning assets                            2.35%               2.45%               2.76%

</TABLE>





                                       26
<PAGE>


                                   REGULATION

General

         Harvest Home is an Ohio  chartered  savings  bank, a member of the FHLB
System,  and its deposits are insured by the FDIC through the SAIF. Harvest Home
is subject to  examination  and  regulation  by the FDIC and the  Superintendent
("Superintendent")  of the Ohio Department of Commerce,  Division of Savings and
Loans/Savings  Banks  ("Division") and to regulations  governing such matters as
capital  standards,   mergers,   establishment  of  branch  offices,  subsidiary
investments and activities,  and general investment authority.  Such examination
and  regulation is intended  primarily for the  protection of depositors and the
SAIF.

         The Financial  Institutions  Reform,  Recovery,  and Enforcement Act of
1989  ("FIRREA"),  which  was  enacted  on  August  9,  1989,  effected  a major
restructuring   of  the  federal   regulatory   scheme   applicable  to  savings
institutions.  Among other things,  FIRREA  abolished the Federal Home Loan Bank
Board and Federal Savings and Loan Insurance Corporation ("FSLIC"),  many of the
previous  regulatory  functions of which are now under the control of the Office
of Thrift  Supervision  ("OTS") and the FDIC.  Regulatory  functions relating to
deposit insurance and to conservatorship  and receiverships of federally insured
savings  institutions,  including  savings banks, are now exercised by the FDIC.
FIRREA  contains  provisions  affecting  numerous  aspects of the operations and
regulation  of  federally  insured  savings  banks,  and  empowered  the FDIC to
promulgate  regulations   implementing  the  provisions  of  FIRREA,   including
regulations  defining  certain terms used in the statute as well as  regulations
exercising  or defining  the limits of  regulatory  discretion  conferred by the
statute.

         As a creditor and a financial  institution,  Harvest Home is subject to
the Community Reinvestment Act ("CRA") and to various regulations promulgated by
the Board of  Governors  of the Federal  Reserve  System (the "FRB")  including,
without limitation,  regulations relating to equal credit opportunity, reserves,
electronic fund transfers, truth in lending, availability of funds, and truth in
savings.  As creditors of loans  secured by real  property and as owners of real
property,  financial  institutions,  including  Harvest Home,  may be subject to
potential  liability  under  various  statutes  and  regulations  applicable  to
property owners generally,  including  statutes and regulations  relating to the
environmental  condition of real  property.  Harvest Home is also subject to the
usury laws of Ohio and other states in which it makes loans. In Ohio, there is a
maximum  interest rate  applicable to mortgage  loans secured by the  borrower's
residence  which is no greater than eight percent in excess of the discount rate
on  ninety-day  commercial  paper in effect at the federal  reserve  bank in the
fourth federal reserve  district.  There are also  limitations on interest rates
for other loans,  such as consumer loans, and limitations on the amounts of fees
which may be charged in connection with such loans.

         The  FDIC has  extensive  enforcement  authority  over  Ohio  chartered
savings banks,  including  Harvest Home. This  enforcement  authority  includes,
among other things, the ability to assess civil money penalties,  to issue cease
and desist or removal orders, and to initiate  injunctive  actions.  In general,
these enforcement actions may be initiated in response to violations of laws and
regulations and unsafe or unsound practices.





                                       27
<PAGE>


         The grounds for  appointment  of a conservator  or receiver for a state
savings bank on the basis of an institution's  financial condition include:  (i)
insolvency, in that the assets of the savings bank are less than its liabilities
to depositors  and others;  (ii)  substantial  dissipation of assets or earnings
through violations of law or unsafe or unsound practices;  (iii) existence of an
unsafe or unsound  condition  to transact  business;  (iv)  likelihood  that the
savings bank will be unable to meet the demands of its  depositors or to pay its
obligations in the normal course of business;  and (v) insufficient  capital, or
the incurring or likely incurring of losses that will deplete  substantially all
the  institution's  capital  with no  reasonable  prospect of  replenishment  of
capital without federal assistance.

Division Regulation

         The  Ohio   Superintendent   is  responsible  for  the  regulation  and
supervision  of Ohio savings banks in  accordance  with the laws of the State of
Ohio.  Ohio law prescribes the  permissible  investments  and activities of Ohio
savings banks,  including the types of lending that such banks may engage in and
the  investments  in real  estate,  subsidiaries  and  corporate  or  government
securities that such banks may make. The ability of Ohio savings banks to engage
in these state  authorized  investments  generally is subject to  oversight  and
approval by the FDIC.

         The  Ohio  Superintendent  must  approve  any  mergers  involving,   or
acquisitions  of control of, Ohio savings  banks.  The Ohio  Superintendent  may
initiate certain supervisory measures or formal enforcement actions against Ohio
savings  banks.   Ultimately,   if  the  grounds  provided  by  law  exist,  the
Superintendent   may  place  an  Ohio   savings  bank  in   conservatorship   or
receivership.

         The Ohio Superintendent  conducts regular  examinations of Harvest Home
approximately  once a year. Such examinations are usually conducted jointly with
the FDIC.  The Ohio  Superintendent  imposes  assessments  on Ohio savings banks
based on the  savings  bank's  asset size to cover the cost of  supervision  and
examination.

         In  addition  to  being  governed  by the  laws  of  Ohio  specifically
governing  savings banks Harvest Home is also governed by Ohio corporate law, to
the  extent  such law does not  conflict  with the laws  specifically  governing
savings banks.

         Since the enactment of FIRREA,  all  state-chartered  institutions have
generally  been limited to  activities  and  investments  of the type and in the
amount authorized for federally chartered  institutions,  notwithstanding  state
law.  The FDIC is  authorized  to permit  such  associations  to engage in state
authorized  activities or investments that do not meet this standard (other than
non-subsidiary equity investments and investment in junk bonds) for institutions
that meet fully  phased-in  capital  requirements  if it is determined that such
activities or  investments  do not to pose a significant  risk to the SAIF.  The
FDIC restrictions on state-chartered  institutions have not been material to the
operations of Harvest Home.





                                       28
<PAGE>


Transactions with Affiliates

         Transactions  with  affiliates  must be  substantially  the same, or at
least favorable to, the savings  institution or the subsidiary as those provided
to a nonaffiliate.  The term "covered  transaction" includes the making of loans
or other  extensions of credit to an  affiliate,  the purchase of assets from an
affiliate, the purchase of, or an investment in, the securities of an affiliate,
the  acceptance  of  securities  of an  affiliate  as  collateral  for a loan or
extension of credit to any person,  or issuance of a guarantee,  acceptance,  or
letter of credit on behalf of an  affiliate.  In  addition  to the  restrictions
imposed by Section 23A and 23B, no savings institution may (i) loan or otherwise
extend  credit to an affiliate,  except for any affiliate  which engages only in
activities that are permissible for bank holding companies,  or (ii) purchase or
invest in any stocks,  bonds,  debentures,  notes, or similar obligations of any
affiliate,   except  for  affiliates  that  are   subsidiaries  of  the  savings
institution.

         Further,  current federal law has extended to savings  institutions the
restrictions  contained in Section 22(h) of the Federal Reserve Act with respect
to loans to directors,  executive officers,  and principal  stockholders.  Under
Section 22(b),  loans to directors,  executive officers and stockholders who own
more than 10% of a savings institution (18% in the case of institutions  located
in an area with less than 30,000 in population), and certain affiliated entities
of any of the  foregoing,  may not exceed,  together with all other  outstanding
loans to such person and affiliated entities,  the savings institution's loan-to
borrower limit as established by federal law (as discussed below). Section 22(h)
also prohibits loans above amounts prescribed by the appropriate federal banking
agency to directors,  executive officers, and shareholders who own more than 10%
of a savings institution,  and their respective affiliates,  unless such loan is
approved  in advance  by a majority  of the board of  directors  of the  savings
institution.  Any "interested"  director may not participate in the voting.  The
FRB has prescribed the loan amount (which includes all other  outstanding  loans
to such  person) as to which such prior board of director  approval is required,
as being the greater of $25,000 or 5% of capital  and surplus (up to  $500,000).
Further,  pursuant to Section  22(h),  the FRB requires that loans to directors,
executive  officers,  and principal  shareholders be made on terms substantially
the same as offered in comparable transactions to other persons.

FDIC Regulations

         Capital  Requirements.  The FDIC has adopted  risk-based  capital ratio
guidelines  to  which  Harvest  Home is  subject.  The  guidelines  establish  a
systematic  analytical framework that makes regulatory capital requirements more
sensitive to  differences  in risk profiles  among banking  organizations.  Risk
based  capital  ratios are  determined  by  allocating  assets and specified off
balance sheet commitments to four risk weighted  categories,  with higher levels
of capital being required for the categories  perceived as representing  greater
risk.






                                       29
<PAGE>


         These  guidelines  divide a savings bank's capital into two tiers.  The
first tier ("Tier I") includes common equity, certain  non-cumulative  perpetual
preferred stock (excluding auction rate issues) and minority interests in equity
accounts  of  consolidated   subsidiaries,   less  goodwill  and  certain  other
intangible  assets (except  mortgage  servicing rights and purchased credit card
relationships,  subject  to  certain  limitations).  Supplementary  ("Tier  II")
capital includes, among other items, cumulative perpetual and long-term limited-
life preferred stock, mandatory convertible  securities,  certain hybrid capital
instruments, term subordinated debt and the allowance for loan and lease losses,
subject to certain  limitations,  less  required  deductions.  Savings banks are
required to maintain a total risk-based capital ratio of 8%, of which 4% must be
Tier I capital.  The FDIC may,  however,  set higher capital  requirements  when
particular  circumstances  warrant.  Savings banks  experiencing or anticipating
significant  growth are expected to maintain capital ratios,  including tangible
capital positions, well above the minimum levels.

         In addition, the FDIC established guidelines prescribing a minimum Tier
I leverage  ratio (Tier I capital to adjusted  total  assets as specified in the
guidelines).  These guidelines provide for a minimum Tier I leverage ratio of 3%
for banks that meet certain  specified  criteria,  including  that they have the
highest  regulatory rating and are not experiencing or anticipating  significant
growth.  All other banks are required to maintain a Tier I leverage  ratio of 3%
plus an additional cushion of at least 100 to 200 basis points.

         The  following  is a summary of Harvest  Home's  regulatory  capital at
September 30, 1999:

                                                        At September 30, 1999

Total Capital to Risk-Weighted Assets                          $9,876
Tier I Capital to Risk-Weighted Assets                         $9,737
Tier I Leverage Ratio                                          $9,737

         The  Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991
("FedICIA") required each federal banking agency,  including the FDIC, to revise
its risk-based capital standards within 18 months of enactment of the statute to
ensure  that  those  standards  take  adequate  account of  interest  rate risk,
concentration of credit risk and the risk of nontraditional  activities, as well
as reflect the actual  performance  and  expected  risk of loss on  multi-family
mortgages.  In  September  1993,  the  FRB,  the  FDIC  and  the  Office  of the
Comptroller  of the Currency  issued a joint  proposed  rulemaking  implementing
these revisions with respect to interest rate risk. Under the proposed rules, an
institution's  assets,  liabilities,  and  off-balance  sheet positions would be
weighted by risk factors that approximate the instruments'  price sensitivity to
a 200 basis point change in interest rates. Institutions with interest rate risk
exposure  in excess of a threshold  level  could be required to hold  additional
capital  proportional to that risk,  based either on an automatic  formula to be
integrated  with  the  risk-based  capital  requirements  or on more  subjective
recommendations  of a bank's examiner.  In August 1992, the regulatory  agencies
requested  comments on how the risk-based  capital guidelines of each agency may
be  revised  to take  account of  concentration  of credit  risk and the risk of
nontraditional  activities.  The  agencies  indicated  in  September  1993  that
separate  rulemaking  proposals on those areas would be forthcoming.  Management
cannot  assess at this point the impact the  proposal  would have on the capital
requirements of Harvest Home.

         Banking  regulators  continue to indicate their desire to raise capital
requirements  applicable to banking  organizations  beyond their current levels.
Management  is unable to predict  whether and when higher  capital  requirements
would be imposed and, if so, to what levels and on what schedule.



                                       30
<PAGE>


         Dividend  Limitations.  Under FRB  supervisory  policy,  a bank holding
company  generally  should not maintain its existing  rate of cash  dividends on
common  shares  unless (i) the  organization's  net income  available  to common
shareholders over the past year has been sufficient to fully fund the dividends,
and (ii) the prospective rate of earnings  retention appears consistent with the
institution's capital needs asset quality, and overall financial condition.  The
FDIC has authority under the Financial Institutions  Supervisory Act to prohibit
a  savings  bank from  paying  dividends  if, in its  opinion,  the  payment  of
dividends  would  constitute  an  unsafe  or  unsound  practice  in light of the
financial  condition of the savings  bank.  Under Ohio law HHFC and Harvest Home
are prohibited from paying a dividend which would result in insolvency. Ohio law
requires Harvest Home to obtain Division approval before payment of dividends in
excess of net profits for the current and two prior fiscal  years,  with certain
adjustments.  The Plan provides for establishment of a liquidation  account, and
Harvest Home will not be able to pay  dividends  which would  impair  regulatory
capital in liquidation accounts.

         Liquidity.  FDIC policy requires that savings banks maintain an average
daily  balance  of  liquid  assets  (cash,   certain  time  deposits,   bankers'
acceptances  and specified  United States  government,  state, or federal agency
obligations)  in an amount  which it deems  adequate  to protect  the safety and
soundness of the savings bank.  FDIC  currently  has no specific  level which is
required.

         Deposit  Insurance.  The FDIC is an  independent  federal  agency  that
insures the deposits,  up to prescribed  statutory  limits, of federally insured
banks and thrifts and  safeguards  the safety and  soundness  of the banking and
thrift industries.  FIRREA established two separate insurance funds, the BIF for
commercial banks and state savings banks and the SAIF for savings  associations,
to be maintained  and  administered  by the FDIC.  Upon the enactment of FIRREA,
Harvest Home became a member of the SAIF and its deposit accounts became insured
by the FDIC, up to the prescribed limits.

         The FDIC is authorized to establish  separate  annual rates for deposit
insurance for members of the BIF and the SAIF. The FDIC may increase  assessment
rates for either fund if  necessary  to restore the fund's  ratio of reserves to
insured  deposits to its target level within a reasonable  time. Such rates must
be announced by September 30 of the succeeding  calendar  year.  Pursuant to the
FedICIA,  the FDIC has established a risk-based  assessment system for both SAIF
and BIF members.  Such risk is determined based on the institution's capital and
the FDIC's level of supervisory concern about the institution.

         SAIF  members  are  expected  to be  required  to  pay  higher  deposit
insurance  premiums  in the  future  to fund the  SAIF,  although  it  cannot be
determined  how long  such  increased  premiums  would  continue.  By  contrast,
financial  institutions  which are members of the BIF, are likely to  experience
lower deposit insurance  premiums in the future. Any such difference could place
savings banks at a competitive disadvantage.




                                       31
<PAGE>


Federal Home Loan Banks

         The  FHLBs,  under the  regulatory  oversight  of the  Federal  Housing
Financing  Board,  provide  credit  to their  members  in the form of  advances.
Harvest  Home is a  member  of the FHLB of  Cincinnati,  and  must  maintain  an
investment  in the capital stock of the FHLB of Cincinnati in an amount equal to
the  greater  of 1% of the  aggregate  outstanding  principal  amount of Harvest
Home's  residential  mortgage  loans,  home  purchase  contracts,   and  similar
obligations  at the beginning of each year, or 5% of its advances from the FHLB.
Harvest Home is in compliance with this requirement,  with an investment in FHLB
of Cincinnati stock having a book value of $1.7 million at September 30, 1999.

         Upon the  origination  or  renewal  of a loan or  advance,  the FHLB of
Cincinnati  is  required  by law to obtain and  maintain a security  interest in
collateral in one or more of the following  categories:  fully  disbursed  whole
first mortgage loans on improved residential property or securities representing
a whole interest in such loans; securities issued, insured, or guaranteed by the
United States  government or an agency  thereof;  deposits in any FHLB; or other
real estate related collateral (up to 30% of the member  association's  capital)
acceptable  to  the   applicable   FHLB,  if  such   collateral  has  a  readily
ascertainable  value  and the FHLB can  perfect  its  security  interest  in the
collateral.

         Each FHLB is required to establish standards of community investment or
service  that its  members  must  maintain  for  continued  access to  long-term
advances.  The  FHLBs  have  established  an  "Affordable  Housing  Program"  to
subsidize  the  interest  rate of  advances  to member  associations  engaged in
lending for long-term,  low-and  moderate-income,  owner-occupied and affordable
rental  housing  subsidized  rates.  The FHLB of Cincinnati  reviews and accepts
proposals  for subsidies  under that program twice a year.  Harvest Home has not
participated in such program.

FedICIA

         FedICIA   requires,   among  other  things,   federal  bank  regulatory
authorities to take "prompt corrective action" with respect to banks that do not
meet minimum capital requirements.  For these purposes, FedICIA establishes five
capital  tiers:  well  capitalized,  adequately  capitalized,  undercapitalized,
significantly  undercapitalized,  and critically undercapitalized.  At September
30, 1999, Harvest Home was categorized as "well capitalized."

         The FDIC has adopted  regulations  to implement  the prompt  corrective
action provisions of FedICIA,  effective  December 19, 1992. Among other things,
the  regulations  define the  relevant  capital  measures  for the five  capital
categories.  An institution is deemed to be "well capitalized" if it has a total
risk-based capital ratio of 10% or greater, a Tier I risk-based capital ratio of
6% or greater,  and a leverage  ratio of 5% or greater,  and is not subject to a
regulatory order, agreement or directive to meet and maintain a specific capital
level for any  capital  measure.  An  institution  is  deemed to be  "adequately
capitalized" if it has a total risk-based capital ratio of 8% or greater, a Tier
I risk-based  capital ratio of 4% or greater,  and generally a leverage ratio of
4% or greater.  An  institution is deemed to be  "undercapitalized"  if it has a
total  risk-based  capital  ratio of less than 8%, a Tier I  risk-based  capital
ratio of less  than 4%,  or  generally  a  leverage  ratio of less  than 4%.  An
institution is deemed to be "significantly  undercapitalized"  if it has a total
risk-based  capital ratio of less than 6%, a Tier I risk-based  capital ratio of
less than 3%, or a leverage  ratio of less than 3%. An  institution is deemed to
be  "critically  undercapitalized"  if it has a ratio  of  tangible  equity  (as
defined in the regulations) to total assets that is equal to or less than 2%.





                                       32
<PAGE>


         "Undercapitalized"  banks are  subject  to growth  limitations  and are
required to submit a capital  restoration  plan. A bank's  compliance  with such
plan  is  required  to  be   guaranteed   by  any  company  that   controls  the
undercapitalized  institutions as described  above. See "Banking Holding Company
Act." If an  "undercapitalized"  bank fails to submit an acceptable  plan, it is
treated   as   if  it  is   "significantly   undercapitalized."   "Significantly
undercapitalized"  banks are subject to one or more of a number of  requirements
and restrictions, including an order by the FDIC to sell sufficient voting stock
to become adequately capitalized,  requirements to reduce total assets and cease
receipt of deposits from  correspondent  banks, and restrictions on compensation
of  executive  officers.  "Critically  undercapitalized"  institutions  may not,
beginning 60 days after becoming "critically undercapitalized," make any payment
of principal  or interest on certain  subordinated  debt or extend  credit for a
highly leveraged  transaction or enter into any transaction outside the ordinary
course of business. In addition,  "critically undercapitalized" institutions are
subject to appointment of a receiver or conservator.

         FedICIA  further  directs that each federal  banking  agency  prescribe
standards  for  depository   institutions  and  depository  institution  holding
companies relating to internal  controls,  information  systems,  internal audit
systems, loan documentation,  credit underwriting, interest rate exposure, asset
growth,  management  compensation,  a  maximum  ratio of  classified  assets  to
capital, minimum earnings sufficient to absorb losses, a minimum ratio of market
value to book value for publicly  traded shares and such other  standards as the
agency deems  appropriate.  The federal  banking  agencies have issued  proposed
rulemakings,   soliciting  comments  on  the  implementation  of  these  FedICIA
provisions.  HHFC  cannot  predict in what form such rules  will  eventually  be
adopted or what effect such rules will have on HHFC or Harvest Home.

Bank Holding Company Act

         HHFC is  registered  as a bank  holding  company  and is subject to the
regulations of the Board of Governors of the Federal  Reserve System the ("FRB")
under the Bank Holding  Company Act of 1956, as amended  ("BHCA").  Bank holding
companies  are  required  to file  periodic  reports  with,  and are  subject to
periodic  examination by, the FRB. The FRB has issued regulations under the BHCA
requiring  a bank  holding  company  to  serve  as a  source  of  financial  and
managerial  strength to its subsidiary  banks. It is the policy of the FRB that,
pursuant to this  requirement,  a bank holding company should stand ready to use
its resources to provide  adequate  capital funds to its subsidiary banks during
periods of financial  stress or adversity.  Additionally,  under the FedICIA,  a
bank holding  company is required to  guarantee  the  compliance  of any insured
depository institution subsidiary that may become "undercapitalized" (as defined
in the statute) within the terms of any capital  restoration  plan filed by such
subsidiary with its  appropriate  federal banking agency up to the lesser of (i)
an  amount  equal  to 5% of the  institution's  total  assets  at the  time  the
institution  became  undercapitalized,  or (ii) the amount that is necessary (or
would have been  necessary) to bring the  institution  into  compliance with all
applicable capital standards as of the time the institution fails to comply with
such capital  restoration  plan.  Under the BHCA,  the FRB has the  authority to
require a bank holding  company to terminate any activity or relinquish  control
of a nonbank  subsidiary  (other than a nonbank  subsidiary  of a bank) upon the
FRB's  determination that such activity or control constitutes a serious risk to
the financial soundness and stability of any bank subsidiary of the bank holding
company.




                                       33

<PAGE>


         HHFC is  prohibited  by the BHCA  from  acquiring  direct  or  indirect
control of more than 5% of the  outstanding  shares of any class of voting stock
or substantially all of the assets of any bank or merging or consolidating  with
another bank holding  company  without prior  approval of the FRB. The BHCA also
prohibits HHFC from acquiring control of any bank operating outside the State of
Ohio unless such action is specifically  authorized by the statutes of the state
where the bank to be acquired is located.  Additionally,  HHFC is  prohibited by
BHCA from engaging in or from acquiring  ownership or control of more than 5% of
the outstanding  shares of any class of voting stock of any company engaged in a
nonbanking  business  unless  such  business is  determined  by the FRB to be so
closely related to banking as to be a proper incident thereto. The BHCA does not
place  territorial  restrictions  on the  activities of such  nonbanking-related
activities.

FRB Regulations

         Reserve   Requirements.   FRB  regulations  require  savings  and  loan
associations to maintain reserves against their transaction  accounts (primarily
NOW accounts) and non-personal time deposits. Such regulations generally require
that reserves of 3% be maintained against deposits in transaction accounts up to
a specified  amount,  presently $46.5 million  (subject to an exemption of up to
$4.9  million),  and that reserves of 10% be  maintained  against the portion of
total  transaction  accounts in excess of $46.5 million.  These  percentages are
subject to  adjustment  by the FRB. At September  30, 1999,  Harvest Home was in
compliance with its reserve requirements.

         Truth in Savings.  FedICIA  included  the Truth in Savings  Act,  which
requires  the FRB to  establish  regulations  providing  for clear  and  uniform
disclosure of the rates, fees and terms of deposit accounts. The FRB has adopted
regulations  requiring  specific  disclosure  before an account  is  opened,  in
regularly  provided   statements  and  in   advertisements,   announcements  and
solicitations initiated by a depository institution. The regulations also impose
substantive  limits on the methods used to determine the balance of an amount in
which interest is calculated. The regulations became effective in June 1993. The
regulations  prescribe detailed disclosure of deposit account yield information,
minimum balance  requirements and fees. The regulations  also establish  certain
recordkeeping requirements.

Capital Adequacy Guidelines for Bank Holding Companies

         The FRB is the federal  regulatory  and  examining  authority  for bank
holding  companies.  The FRB has adopted  capital  adequacy  guidelines for bank
holding companies.

         Bank holding companies are required to comply with the FRB's risk-based
capital  guidelines  which  require a  minimum  ratio of total  capital  to risk
weighted assets (including certain  off-balance sheet activities such as standby
letters of credit) of 8%. At least half of the total  required  capital  must be
"Tier  I  capital,"  consisting  principally  of  common  stockholders'  equity,
noncumulative   perpetual  preferred  stock,  a  limited  amount  of  cumulative
perpetual  preferred  stock and  minority  interests  in the equity  accounts of
consolidated subsidiaries,  less certain goodwill items. The remainder ("Tier II
capital")   may  consist  of  a  limited   amount  of   subordinated   debt  and
intermediate-term  preferred stock, certain hybrid capital instruments and other
debt securities,  cumulative  perpetual preferred stock, and a limited amount of
the  general  loan  loss  allowance.  In  addition  to  the  risk-based  capital
guidelines,  the FRB has adopted a Tier I (leverage)  capital  ratio under which
the bank  holding  company  must  maintain a minimum  level of Tier I capital to
average total  consolidated  assets of 3% in the case of bank holding  companies
which have the highest regulatory  examination ratings and are not contemplating
significant  growth or expansion.  All other bank holding companies are expected
to maintain a ratio of at least 1% to 2% above the stated minimum.

         At September 30, 1999, HHFC was in compliance with this requirement.



                                       34
<PAGE>


Dividend Limitations Applicable to Bank Holding Companies

         Under FRB supervisory  policy, a bank holding company  generally should
not maintain its existing rate of cash  dividends on common stock unless (i) the
organization's  net income available to common  shareholders  over the past year
has been  sufficient to fully fund  dividends and (ii) the  prospective  rate of
earnings  retention appears  consistent with the  organization's  capital needs,
asset quality, and overall financial condition.

Taxation

Federal Taxation

         HHFC and  Harvest  Home are each  subject to the  federal  tax laws and
regulations  which apply to corporations  generally.  In addition to the regular
income tax, HHFC and Harvest Home may be subject to an alternative  minimum tax.
An  alternative  minimum  tax  is  imposed  at a  minimum  tax  rate  of  20% on
"alternative  minimum  taxable  income"  (which  is the  sum of a  corporation's
regular taxable income,  with certain  adjustments,  and tax preference  items),
less any available  exemption.  Such tax  preference  items include  interest on
certain  tax-exempt  bonds issued after August 7, 1986. In addition,  75% of the
amount  by  which  a  corporation's  "adjusted  current  earnings"  exceeds  its
alternative  minimum taxable income  computed  without regard to this preference
item and prior to reduction by net operating  losses, is included in alternative
minimum  taxable  income.  Net  operating  losses can offset no more than 90% of
alternative  minimum taxable income.  The alternative  minimum tax is imposed to
the  extent it  exceeds  the  corporation's  regular  income  tax.  Payments  of
alternative  minimum tax may be used as credits  against regular tax liabilities
in  future  years.  However,  the  Taxpayer  Relief  Act of  1997  repealed  the
alternative minimum tax for certain "small corporations" for tax years beginning
after  December  31,  1997.  A  corporation   initially  qualifies  as  a  small
corporation if it had average gross receipts of $5,000,000 or less for the three
tax years ending with its first tax year beginning after December 31, 1996. Once
a  corporation  is  recognized  as a small  corporation,  it will continue to be
exempt  from  the  alternative  minimum  tax for as long  as its  average  gross
receipts  for the  prior  three-year  period  does  not  exceed  $7,500,000.  In
determining  if a  corporation  meets this  requirement,  the first year that it
achieved  small  corporation  status is not  taken  into  consideration.  HHFC's
average  gross  receipts for the three tax years ending on September 30, 1999 is
$576,000, and, as a result, HHFC does qualify as a small corporation exempt from
the alternative minimum tax. Harvest Home's average gross receipts for the three
tax years  ending on  September  30, 1999,  is $6.4  million,  and, as a result,
Harvest Home does not qualify as a small corporation exempt from the alternative
minimum tax.

         Prior to the enactment of the Small  Business Jobs  Protection Act (the
"Act"),   which  was  signed  into  law  on  August  21,  1996,  certain  thrift
institutions,  such as Harvest Home, were allowed deductions for bad debts under
methods more favorable than those granted to other  taxpayers.  Qualified thrift
institutions  could compute  deductions  for bad debts using either the specific
charge-off  method of Section 166 of the Code or one of two  reserve  methods of
Section  593 of the Code.  The  reserve  methods  under  Section 593 of the Code
permitted  a thrift  institution  annually  to elect to deduct  bad debts  under
either (i) the "percentage of taxable  income" method  applicable only to thrift
institutions,  or (ii) the "experience"  method that also was available to small
banks.  Under the "percentage of taxable income"  method,  a thrift  institution
generally  was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable  income  (determined  without  regard to this deduction and
with  additional   adjustments).   Under  the  "experience"   method,  a  thrift




                                       35

<PAGE>


institution  was  generally  allowed a deduction for an addition to its bad debt
reserve  equal to the  greater  of (i) an  amount  based on its  actual  average
experience for losses in the current and five preceding  taxable years,  or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift  institution  could elect  annually to compute its allowable
addition to bad debt reserves for  qualifying  loans either under the experience
method or the percentage of taxable income method.  For tax years prior to 1996,
Harvest Home generally used the percentage of taxable income method.

         The  Act   eliminated  the  percentage  of  taxable  income  method  of
accounting  for bad debts by thrift  institutions,  effective  for taxable years
beginning after 1995.  Thrift  institutions  that are treated as small banks are
allowed to utilize the experience method applicable to such institutions,  while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.

         A thrift  institution  required  to  change  its  method  of  computing
reserves  for bad debt will  treat  such  change  as a change  in the  method of
accounting,  initiated  by the taxpayer and having been made with the consent of
the  Secretary of the  Treasury.  Section  481(a) of the Code  requires  certain
amounts to be recaptured with respect to such change.  Generally, the amounts to
be recaptured will be determined  solely with respect to the "applicable  excess
reserves" of the taxpayer.  The amount of the applicable excess reserves will be
taken into account  ratably over a six-taxable  year period,  beginning with the
first  taxable  year  beginning  after  1995,  subject to the  residential  loan
requirement described below. In the case of a thrift institution that is treated
as a large bank,  the amount of the  institution's  applicable  excess  reserves
generally  is the  excess  of (i) the  balances  of its  reserve  for  losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying  loans (all other types of loans) as
of the close of its last taxable year  beginning  before  January 1, 1996,  over
(ii) the  balances  of such  reserves as of the close of its last  taxable  year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift  institution  that is treated as a small bank,  like Harvest Home,  the
amount of the institution's  applicable excess reserves  generally is the excess
of (i) the balances of its reserve for losses on qualifying  real property loans
and its  reserve for losses on  nonqualifying  loans as of the close of its last
taxable  year  beginning  before  January 1, 1996,  over (ii) the greater of the
balance of (a) its  pre-1988  reserves or (b) what the thrift's  reserves  would
have been at the close of its last year  beginning  before  January 1, 1996, had
the thrift always used the experience method.

         For  taxable  years that began  after  December  31,  1995,  and before
January 1, 1998,  if a thrift met the  residential  loan  requirement  for a tax
year, the recapture of the applicable excess reserves  otherwise  required to be
taken into  account as a Code  Section  481(a)  adjustment  for the year will be
suspended.  A thrift met the residential  loan requirement if, for the tax year,
the principal amount of residential  loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal  amounts of the  residential  loans made by the thrift  during the six
most recent tax years beginning  before January 1, 1996. A residential loan is a
loan as  described  in Section  7701(a)(19)(C)(v)  (generally  a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988  reserves is subject to the  provisions  of
Section 593(e),  as modified by the Act, which require  recapture in the case of
certain excessive  distributions to shareholders.  The pre-1988 reserves may not
be  utilized  for  payment  of  cash  dividends  or  other  distributions  to  a
shareholder  (including  distributions in dissolution or liquidation) or for any
other  purpose  (except  to  absorb  bad debt  losses).  Distribution  of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out



                                       36
<PAGE>


of the institution's post-1951 accumulated earnings and profits;  second, out of
the pre-1988  reserves;  and third, out of such other accounts as may be proper.
To the extent a  distribution  by Harvest Home to HHFC is deemed paid out of its
pre-1988  reserves under these rules, the pre-1988 reserves would be reduced and
the gross  income of Harvest  Home for tax  purposes  would be  increased by the
amount  which,  when  reduced by the income  tax,  if any,  attributable  to the
inclusion of such amount in its gross income,  equals the amount deemed paid out
of the pre-1988  reserves.  As of September 30, 1999,  the pre-1988  reserves of
Harvest Home for tax purposes totaled  approximately $1.3 million.  Harvest Home
believes it had approximately  $4.5 million of accumulated  earnings and profits
for tax purposes as of September 30, 1999, which would be available for dividend
distributions,  provided  regulatory  restrictions  applicable to the payment of
dividends are met. No representation can be made as to whether Harvest Home will
have current or accumulated earnings and profits in subsequent years.

         The tax  returns of Harvest  Home have been  audited or closed  without
audit through fiscal year 1995. In the opinion of management, any examination of
open  returns  would not  result in a  deficiency  which  could  have a material
adverse effect on the financial condition of Harvest Home.

Ohio Taxation

         HHFC is  subject  to the Ohio  corporation  franchise  tax,  which,  as
applied to HHFC, is a tax measured by both net earnings and net worth.  The rate
of tax is the greater of (i) 5.1% on the first  $50,000 of computed Ohio taxable
income and 8.9% of  computed  Ohio  taxable  income in excess of $50,000 or (ii)
0.582% times taxable net worth. For tax years beginning after December 31, 1998,
the rate of tax is the greater of (i) 5.1% on the first $50,000 of computed Ohio
taxable  income and 8.5% of computed Ohio taxable income in excess of $50,000 or
(ii) .400% times taxable net worth.

         A special litter tax is also applicable to all corporations,  including
HHFC,  subject  to the Ohio  corporation  franchise  tax other  than  "financial
institutions."  If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first  $50,000 of computed  Ohio taxable  income and
 .22% of computed Ohio taxable income in excess of $50,000.  If the franchise tax
is paid on the net worth basis,  the litter tax is equal to .014% times  taxable
net worth.

         Harvest  Home is a  "financial  institution"  for  State  of  Ohio  tax
purposes.  As  such,  it is  subject  to the  Ohio  corporate  franchise  tax on
"financial  institutions,"  which was  imposed  annually  at a rate of 1.5% (for
years prior to 1999) of the taxable book net worth of Harvest Home determined in
accordance with generally  accepted  accounting  principles.  For tax year 1999,
however, the franchise tax on financial  institutions is computed as 1.4% of the
taxable book net worth and for tax year 2000 and years  thereafter  the tax will
be 1.3% of the taxable  book net worth.  As a "financial  institution,"  Harvest
Home is not subject to any tax based upon net income or net  profits  imposed by
the State of Ohio.




                                       37
<PAGE>


Item 2.           Properties

         The  following  table sets forth certain  information  at September 30,
1999,  regarding the  properties on which the main office and each branch office
of Harvest Home is located:
<TABLE>
<CAPTION>

                                                                   Approx.                 Net
                              Owned                Date             square                book
Location                  or leased            acquired            footage             value(1)
                                                               (In thousands)
<S>                           <C>                <C>                 <C>                   <C>
Main office:

3621 Harrison Ave.                              Various
Cheviot, OH  45211            Owned           from 1926              6,000                $418
                                             to present

Branch offices:

7030 Hamilton Ave.
Cinti., OH  45231             Owned                1975              1,200                $277

3663 Ebenezer Road
Cinti., OH 45248              Owned                1985              1,000                $287

</TABLE>

1)   At September 30, 1999,  Harvest Home's office  premises and equipment had a
     total net book value of $1.2 million. For additional  information regarding
     Harvest Home's office premises and equipment,  see Notes A-6 and E of Notes
     to Consolidated Financial Statements.

         Harvest  Home has  contracted  for the data  processing  and  reporting
services  of NCR  Corporation.  The cost of these data  processing  services  is
approximately $9,000 per month.


Item 3.           Legal Proceedings

         Neither  HHFC nor  Harvest  Home is  presently  involved  in any  legal
proceedings of a material nature.  From time to time, Harvest Home is a party to
legal proceedings incidental to its Business to enforce its security interest in
collateral pledged to secure loans made by Harvest Home.


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

         Not applicable.








                                       38
<PAGE>


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

         The no par  Common  Stock was issued  for the first  time  pursuant  to
subscription  orders on October 7, 1994.  991,875 shares were issued. The shares
are traded on the NASDAQ  market.  The stock  opened at $10.00 per share.  As of
December 10, 1999, the stock was trading at $17.00 per share.

         As of December 10, 1999, there are  approximately 350 holders of record
of the no par Common Stock of HHFC.

         Presented  below are the high and low bid prices for the  Corporation's
common stock,  as well as the amount of cash dividends paid on the common stock,
for each  quarter of fiscal  1999.  Such values do not include  retail  markups,
markdowns or  commissions.  Information  relating to prices has been obtained by
the Corporation from NASDAQ for fiscal 1999.
<TABLE>
<CAPTION>

                                                                                    Cash
Fiscal year ending September 30, 1999              High              Low       Dividends
<S>                                                <C>             <C>             <C>
Quarter ending December 31, 1998                 $15.00           $12.00           $.11
Quarter ending March 31, 1999                    $17.00           $13.88           $.11
Quarter ending June 30, 1999                     $15.50           $11.75           $.11
Quarter ending September 30, 1999                $15.25           $11.50           $.11

</TABLE>

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  information  required  herein is  incorporated  by reference  from
Harvest Home Financial Corporation's 1999 Annual Report to Shareholders ("Annual
Report"),  the  Managements  Discussion  and  Analysis  of which is  included in
Exhibit 13 as attached hereto.


Item 7.  Consolidated Financial Statements

         The financial  statements required herein are incorporated by reference
from the Annual  Report,  the  financial  statements  of which are  included  in
Exhibit 13 attached hereto.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         There have been no changes or disagreements with regard to accountants.










                                       39
<PAGE>


                                    PART III


Item 9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act

<TABLE>
<CAPTION>

                                        POSITION WITH              DATE OF           TERMS
NAME                      AGE           HARVEST HOME               SERVICE          EXPIRE
<S>                        <C>             <C>                        <C>             <C>
John E. Rathkamp           57           President,                    1971            2001
                                        Secretary, Director,
                                        Managing Officer

Dennis J. Slattery         47           Executive Vice                1978             N/A
                                        President

Richard F. Hauck           70           Vice President,               1985            2000
                                        Director

Walter A. Schuch           82           Chairman of Board,            1955            2001
                                        Director

Thomas L. Eckert           76           Director                      1973            2000

Marvin J. Ruehlman         78           Director                      1955            2001

Herbert E. Menkhaus        71           Director                      1985            2001

George C. Eyrich           80           Director                      1954            2001

</TABLE>

         The business experience of each director of HHFC is set forth below.

         John E. Rathkamp  joined  Harvest Home in 1965 as Treasurer.  He became
Secretary  and Managing  Officer in 1976. He has been a Director of Harvest Home
since  1971.  In 1991 he was  elected  President  of the Bank and  currently  is
serving as  President,  Secretary  and  Managing  Officer  of  Harvest  Home and
President of HHFC.













                                       40
<PAGE>


     Thomas Eckert joined  Victoria  Savings & Loan Co. in 1954 as Treasurer and
served as Managing  Officer from 1956 to 1973. In 1973  Victoria  Savings & Loan
Co.  merged with Harvest Home and Mr.  Eckert  became Vice  President of Harvest
Home until his  retirement in 1990. Mr. Eckert has been a member of the Board of
Directors of Harvest Home since 1973.  Walter A. Schuch joined Harvest Home as a
Board member in 1955.  He became  President in 1976 and Chairman of the Board in
1983.  He retired as President  in 1991 and is currently  serving as Chairman of
the Board.

     George C. Eyrich joined  Harvest Home as a Board member in 1954. Mr. Eyrich
is an attorney and the law firm has  represented the Bank since its inception in
1919. He is currently of counsel with Kepley,  Gilligan and Eyrich which acts as
general counsel of Harvest Home.

     Herbert E. Menkhaus  joined  Baltimore  Savings & Loan Co. as a Director in
1971. He served as Treasurer, President and Director of Baltimore Savings & Loan
until it merged with Harvest Home in 1985.  Mr.  Menkhaus has been a Director of
Harvest Home since 1985.

     Marvin J.  Ruehlman  joined  Harvest Home in 1955 and has served as a Board
member  since then.  He is currently on the  Appraisal  Committee  and the Asset
Classification Committee. He retired from the construction business in 1990.

     Richard F. Hauck joined Baltimore  Savings & Loan Co. as a Director in 1971
and became Secretary and Managing  Officer in 1983. In 1985 Baltimore  Savings &
Loan Co.  merged with  Harvest  Home and Mr.  Hauck  became Vice  President  and
Director of Harvest Home. He is Vice President of HHFC.

     Dennis J.  Slattery  joined  Harvest  Home in 1978 and became  Treasurer in
1981. In 1991, Mr.  Slattery was elected  Executive Vice President and served as
Treasurer  and  Executive  Vice  President in 1994.  He is currently  serving as
Executive Vice President.


     Section  16(a)  of  the  Securities  Exchange  Act  of  1934  requires  the
Corporation's  directors and executive  officers,  and persons who own more than
ten percent (10%) of a registered class of the Corporation's  equity securities,
to file with the SEC  initial  reports of  ownership  and  reports of changes in
ownership  of Common  Stock  and other  equity  securities  of the  Corporation.
Officers, directors and greater than ten percent (10%) shareholders are required
by SEC  regulation to furnish the  Corporation  with copies of all Section 16(a)
forms they file.

     To the Corporation's  knowledge,  based solely on a review of the copies of
such reports furnished to the Corporation, all Section 16(a) filing requirements
for officers,  directors and greater than ten percent  (10%)  beneficial  owners
were complied  with and the  requisite  Forms 5 were filed on December 13, 1999.
All Section 16(a) filing requirements applicable to its officers,  directors and
greater than ten (10) percent  beneficial  owners were  complied with the during
the fiscal year ended  September 30, 1999. The only director who had any changes
in his level of ownership was Richard F. Hauck, who exercised options,  the ESOP
and through distribution from his retirement plan.








                                       41
<PAGE>


Item 10.   Executive Compensation

         The following table presents certain information regarding the cash and
non cash  compensation  for each of the last three  fiscal  years  awarded to or
earned by the Chief Executive  Officer.  No other executive  officers received a
salary and bonus in excess of $100,000  during the fiscal  year ended  September
30, 1999.
<TABLE>
<CAPTION>


Name and Principal Position            Fiscal                    Annual Compensation
                                     Year-End
                                                                                                 All
                                                           Salary             Bonus            Other
<S>                                      <C>                <C>                <C>             <C>
John E. Rathkamp, President,
Secretary, Managing Officer              1997            $100,350            $3,295          $77,952

                                         1998            $104,550            $3,875          $42,508

                                         1999            $107,137            $4,325          $46,067

</TABLE>

Item 11.   Security Ownership of Certain Beneficial Owners and Management

<TABLE>
<CAPTION>

                                       Amount and Nature               Percent of
Name                                of Beneficial Ownership        Shares Outstanding
<S>                                          <C>                           <C>
John E. Rathkamp                            14,959                         1.7%
Dennis J. Slattery                           7,475                          .8%
Richard F. Hauck                            24,915                         2.9%
Walter A. Schuch                            14,959                         1.7%
Thomas L. Eckert                            14,959                         1.7%
Marvin J. Ruehlman                          14,959                         1.7%
Herb E. Menkhaus                            14,959                         1.7%
George C. Eyrich                            14,959                         1.7%

Total of all directors
and officers as a group                    122,144                        14.1%

Harvest Home Financial Corporation
Employee Stock Ownership Plan (1)           74,469                         8.5%

Tontine Financial Partners, L.P.            67,000                         7.7%

Johnson Trust Company                       46,000                         5.3%

</TABLE>

1)   The amount  reported  represents  shares  held by the HHFC  Employee  Stock
     Ownership  Plan  ("ESOP")  54,132  shares of which have been  allocated  to
     accounts of participants.

Item 12.   Certain Relationships and Related Transactions

         Not applicable.


                                     PART IV


Item 13.   Exhibits and Reports on Form 8-K

         (a) No reports on Form 8-K have been filed  during the last  quarter of
the fiscal year covered by this Report.




                                       42
<PAGE>


                                   SIGNATURES

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.






                                     HARVEST HOME


                                     /s/John E. Rathkamp
Date:  December 17, 1999             John E. Rathkamp
                                     President and Director (Principal Executive
                                     Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following  persons on behalf of the registrant
and in the capacities and on the dates indicated.


By/s/Dennis J. Slattery                              By/s/Richard F. Hauck
  Dennis J. Slattery                                 Richard F. Hauck
  Executive Vice President                           Vice President and Director
  (Principal Accounting Officer)

Date:  December 17, 1999                             Date:  December 17, 1999


By/s/Walter A. Schuch                                By/s/Thomas L. Eckert
  Walter A. Schuch                                   Thomas L. Eckert
  Director                                           Director

Date:  December 17, 1999                             Date:  December 17, 1999


By/s/Marvin J. Ruehlman                              By/s/Herbert E. Menkhaus
  Marvin J. Ruehlman                                 Herbert E. Menkhaus
  Director                                           Director

Date:  December 17, 1999                             Date:  December 17, 1999


By/s/George C. Eyrich
  George C. Eyrich
  Director

Date:  December 17, 1999







                                       43
<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>


EXHIBIT
NUMBER            DESCRIPTION
<S>                           <C>
3.1               Articles of  Incorporation  of Harvest  Home  Financial  Corporation
                  Incorporated  by  reference  to the Registration  Statement on Form S-1
                  filed by HHFC on February  26, 1994 (the "S-1") with the  Securities
                  and Exchange Commission (the "SEC"), Exhibit 3.1

3.2               Code of Regulations of Harvest Home Financial  Corporation Incorporated
                  by reference to the S-1, Exhibit 3.1

4                 Forms 10-QSB for the first three quarters of FY 1998
                  Incorporated  by  reference  filed by HHFC on August 14, 1998;
                  June 13, 1998; February 14, 1998

10.1              The Stock Ownership Plan
                  Incorporated by reference to S-1, Exhibit 10.4

10.2              The Stock Option and Incentive Plan
                  Incorporated  by  reference  to the S-1,  Exhibit  10.2 and as
                  Exhibit A to the Definitive  Proxy  Statement filed by HHFC on
                  December 2, 1995.

10.3              The Recognition and Retention Plan
                  Incorporated  by  reference  to the S-1,  Exhibit  10.3 and as
                  Exhibit B to the Definitive  Proxy  Statement filed by HHFC on
                  December 2, 1995

10.4              Employment Agreements, Incorporated by reference to the S-1

13                The 1999 Annual Report to Shareholders of Harvest Home Financial Corporation

22                Subsidiary of Harvest Home Financial Corporation

27                1999 Financial Data Schedule



</TABLE>







                                       44