UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





(Mark
One)


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





For the
quarterly period ended June 30,
2009





OR





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





For the
transition period from _____________________________ to
_____________________________





Commission
File No. 1-34155





First Savings Financial
Group, Inc.


(Exact
name of registrant as specified in its charter)





Indiana
                  
                  37-1567871(State
      or other jurisdiction of
                  
                  (I.R.S.
      Employerincorporation
      or organization)
                  
                  Identification
      Number)





501 East Lewis & Clark
Parkway, Indiana 47129


(Address
of principal executive offices) (Zip Code)





Registrant's
telephone number, including area code 1-812-283-0724


Not
applicable


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes xNo
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈No
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





(Check
      one):
              Accelerated
      Filer  ̈
              Accelerated
      Filer  ̈Non-accelerated
      Filer  ̈
              Smaller
      Reporting Company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes  ̈No
x





The
number of shares outstanding of the registrant’s common stock as of July 31,
2009 was 2,542,042.





FIRST
SAVINGS FINANCIAL GROUP, INC.





INDEX





PagePart
      I
                    Financial
      InformationItem
      1.  Consolidated Financial StatementsConsolidated
      Balance Sheets as of June 30, 2009 and September 30, 2008
      (unaudited)
                    3Consolidated
      Statements of Income for the three months and nine months ended June 30,
      2009 and 2008 (unaudited)
                    4Consolidated
      Statements of Cash Flows for the nine months ended June 30, 2009 and 2008
      (unaudited)
                    5Notes
      to Consolidated Financial Statements (unaudited)
                    6-17Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                    18-23Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                    24-25Item
      4T.  Controls and Procedures
                    26Part
      II
                    Other
      InformationItem
      1.  Legal Proceedings
                    27Item
      1A.  Risk Factors
                    27Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                    27Item
      3.  Defaults Upon Senior Securities
                    27Item
      4.  Submission of Matters to a Vote of Security
      Holders
                    27-28Item
      5.  Other Information
                    28Item
      6.  Exhibits
                    29Signatures
                    30





-2-


PART
I - FINANCIAL INFORMATION


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(Unaudited)





June 30,
                
                
                September 30,(In
      thousands)
                
                2009
                
                
                2008ASSETSCash
      and due from banks
                
                $
                5,067
                
                
                $
                5,378Interest-bearing
      deposits with banks
                
                
                2,508
                
                
                
                16,001Total
      cash and cash equivalents
                
                
                7,575
                
                
                
                21,379Securities
      available for sale, at fair value
                
                
                39,245
                
                
                
                10,697Securities
      held to maturity
                
                
                7,215
                
                
                
                8,456Loans
      held for sale
                
                
                151
                
                
                
                -Loans,
      net
                
                
                177,821
                
                
                
                174,807Federal
      Home Loan Bank stock, at cost
                
                
                1,370
                
                
                
                1,336Premises
      and equipment
                
                
                4,141
                
                
                
                4,242Foreclosed
      real estate
                
                
                1,228
                
                
                
                390Accrued
      interest receivable:Loans
                
                
                733
                
                
                
                770Securities
                
                
                323
                
                
                
                160Cash
      surrender value of life insurance
                
                
                3,894
                
                
                
                3,755Other
      assets
                
                
                1,896
                
                
                
                2,932Total
      Assets
                
                $
                245,592
                
                
                $
                228,924LIABILITIESDeposits:Noninterest-bearing
                
                $
                7,744
                
                
                $
                6,843Interest-bearing
                
                
                165,166
                
                
                
                182,366Total
      deposits
                
                
                172,910
                
                
                
                189,209Advances
      from Federal Home Loan Bank
                
                
                18,708
                
                
                
                8,000Accrued
      interest payable
                
                
                129
                
                
                
                143Advance
      payments by borrowers for taxes and insurance
                
                
                265
                
                
                
                398Accrued
      expenses and other liabilities
                
                
                1,415
                
                
                
                1,454Total
      Liabilities
                
                
                193,427
                
                
                
                199,204STOCKHOLDERS'
      EQUITYPreferred
      stock of $.01 par value per share Authorized 1,000,000 shares; none
      issued
                
                
                -
                
                
                
                -Common
      stock of $.01 par value per share Authorized 20,000,000 shares; issued
      2,542,042 shares
                
                
                25
                
                
                
                -Additional
      paid-in capital
                
                
                24,263
                
                
                
                -Retained
      earnings - substantially restricted
                
                
                29,208
                
                
                
                29,420Unearned
      ESOP shares
                
                
                (1,830
                )
                
                
                -Accumulated
      other comprehensive income
                
                
                499
                
                
                
                300Total
      Stockholders' Equity
                
                
                52,165
                
                
                
                29,720Total
      Liabilities and Stockholders' Equity
                
                $
                245,592
                
                
                $
                228,924




See notes
to consolidated financial statements.




-3-





PART I - FINANCIAL INFORMATION


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF INCOME


(Unaudited)





Three Months Ended
                              
                              
                              Nine Months EndedJune 30,
                              
                              
                              June 30,(In
      thousands, except per share data)
                              
                              2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008INTEREST
      INCOMELoans,
      including fees
                              
                              $
                              2,835
                              
                              
                              $
                              2,888
                              
                              
                              $
                              8,454
                              
                              
                              $
                              8,734Securities:Taxable
                              
                              
                              379
                              
                              
                              
                              204
                              
                              
                              
                              969
                              
                              
                              
                              475Tax-exempt
                              
                              
                              45
                              
                              
                              
                              14
                              
                              
                              
                              96
                              
                              
                              
                              42Dividend
      income
                              
                              
                              1
                              
                              
                              
                              17
                              
                              
                              
                              30
                              
                              
                              
                              50Interest-bearing
      deposits with banks
                              
                              
                              12
                              
                              
                              
                              20
                              
                              
                              
                              27
                              
                              
                              
                              143Total
      interest income
                              
                              
                              3,272
                              
                              
                              
                              3,143
                              
                              
                              
                              9,576
                              
                              
                              
                              9,444INTEREST
      EXPENSEDeposits
                              
                              
                              981
                              
                              
                              
                              1,402
                              
                              
                              
                              3,196
                              
                              
                              
                              4,404Borrowed
      funds
                              
                              
                              79
                              
                              
                              
                              68
                              
                              
                              
                              229
                              
                              
                              
                              162Total
      interest expense
                              
                              
                              1,060
                              
                              
                              
                              1,470
                              
                              
                              
                              3,425
                              
                              
                              
                              4,566Net
      interest income
                              
                              
                              2,212
                              
                              
                              
                              1,673
                              
                              
                              
                              6,151
                              
                              
                              
                              4,878Provision
      for loan losses
                              
                              
                              272
                              
                              
                              
                              333
                              
                              
                              
                              400
                              
                              
                              
                              1,536Net
      interest income after provision for loan losses
                              
                              
                              1,940
                              
                              
                              
                              1,340
                              
                              
                              
                              5,751
                              
                              
                              
                              3,342NONINTEREST
      INCOMEService
      charges on deposit accounts
                              
                              
                              150
                              
                              
                              
                              128
                              
                              
                              
                              427
                              
                              
                              
                              379Net
      gain on sales of mortgage loans
                              
                              
                              12
                              
                              
                              
                              6
                              
                              
                              
                              24
                              
                              
                              
                              21Increase
      in cash surrender value of life insurance
                              
                              
                              46
                              
                              
                              
                              39
                              
                              
                              
                              139
                              
                              
                              
                              88Other
      income
                              
                              
                              83
                              
                              
                              
                              79
                              
                              
                              
                              236
                              
                              
                              
                              263Total
      noninterest income
                              
                              
                              291
                              
                              
                              
                              252
                              
                              
                              
                              826
                              
                              
                              
                              751NONINTEREST
      EXPENSECompensation
      and benefits
                              
                              
                              915
                              
                              
                              
                              808
                              
                              
                              
                              2,779
                              
                              
                              
                              2,299Occupancy
      and equipment
                              
                              
                              206
                              
                              
                              
                              204
                              
                              
                              
                              669
                              
                              
                              
                              597Data
      processing
                              
                              
                              170
                              
                              
                              
                              159
                              
                              
                              
                              477
                              
                              
                              
                              439Advertising
                              
                              
                              30
                              
                              
                              
                              37
                              
                              
                              
                              128
                              
                              
                              
                              96Professional
      fees
                              
                              
                              144
                              
                              
                              
                              67
                              
                              
                              
                              330
                              
                              
                              
                              177FDIC
      insurance premiums
                              
                              
                              204
                              
                              
                              
                              5
                              
                              
                              
                              220
                              
                              
                              
                              15Charitable
      contributions
                              
                              
                              4
                              
                              
                              
                              16
                              
                              
                              
                              1,210
                              
                              
                              
                              38Net
      loss on foreclosed real estate
                              
                              
                              28
                              
                              
                              
                              4
                              
                              
                              
                              64
                              
                              
                              
                              118Other
      operating expenses
                              
                              
                              379
                              
                              
                              
                              261
                              
                              
                              
                              1,254
                              
                              
                              
                              930Total
      noninterest expense
                              
                              
                              2,080
                              
                              
                              
                              1,561
                              
                              
                              
                              7,131
                              
                              
                              
                              4,709Income
      (loss) before income taxes
                              
                              
                              151
                              
                              
                              
                              31
                              
                              
                              
                              (554
                              )
                              
                              
                              (616
                              )Income
      tax benefit
                              
                              
                              (2
                              )
                              
                              
                              (10
                              )
                              
                              
                              (342
                              )
                              
                              
                              (309
                              )Net
      Income (Loss)
                              
                              $
                              153
                              
                              
                              $
                              41
                              
                              
                              $
                              (212
                              )
                              
                              $
                              (307
                              )OTHER
      COMPREHENSIVE INCOME (LOSS), NET OF TAXUnrealized
      gain on securities:Unrealized
      holding gains (losses) arising during the period
                              
                              
                              43
                              
                              
                              
                              (99
                              )
                              
                              
                              199
                              
                              
                              
                              (14
                              )Less:
      reclassification adjustment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Other
      comprehensive income (loss)
                              
                              
                              43
                              
                              
                              
                              (99
                              )
                              
                              
                              199
                              
                              
                              
                              (14
                              )Comprehensive
      Income (Loss)
                              
                              $
                              196
                              
                              
                              $
                              (58
                              )
                              
                              $
                              (13
                              )
                              
                              $
                              (321
                              )Net
      Income (Loss) per common share, basic
                              
                              $
                              0.06
                              
                              
                              
                              n/a
                              
                              
                              $
                              (0.09
                              )
                              
                              
                              n/aNet
      Income (Loss) per common share, diluted
                              
                              $
                              0.06
                              
                              
                              
                              n/a
                              
                              
                              $
                              (0.09
                              )
                              
                              
                              n/a








-4-


PART
I - FINANCIAL INFORMATION


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





Nine
      Months EndedJune 30,(In
      thousands)
                    
                    2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (212
                    )
                    
                    $
                    (307
                    )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Provision
      for loan losses
                    
                    
                    400
                    
                    
                    
                    1,536Depreciation
                    
                    
                    232
                    
                    
                    
                    219Amortization
      of premiums and accretion of discountson
      securities, net
                    
                    
                    155
                    
                    
                    
                    22Mortgage
      loans originated for sale
                    
                    
                    (2,181
                    )
                    
                    
                    (1,858
                    )Proceeds
      on sale of mortgage loans
                    
                    
                    2,054
                    
                    
                    
                    1,879Gain
      on sale of mortgage loans
                    
                    
                    (24
                    )
                    
                    
                    (21
                    )Net
      realized and unrealized loss on foreclosed real estate
                    
                    
                    2
                    
                    
                    
                    56Increase
      in cash value of life insurance
                    
                    
                    (139
                    )
                    
                    
                    (110
                    )Deferred
      income taxes
                    
                    
                    (503
                    )
                    
                    
                    (150
                    )ESOP
      compensation expense
                    
                    
                    192
                    
                    
                    
                    -(Increase)
      decrease in accrued interest receivable
                    
                    
                    (126
                    )
                    
                    
                    163Increase
      (decrease) in accrued interest payable
                    
                    
                    (14
                    )
                    
                    
                    12Change
      in other assets and liabilities, net
                    
                    
                    1,380
                    
                    
                    
                    (688
                    )Net
      Cash Provided By Operating Activities
                    
                    
                    1,216
                    
                    
                    
                    753CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of securities available for sale
                    
                    
                    (45,942
                    )
                    
                    
                    (6,377
                    )Proceeds
      from sales of securities available for sale
                    
                    
                    4,515
                    
                    
                    
                    -Proceeds
      from maturities of securities available for sale
                    
                    
                    11,200
                    
                    
                    
                    5,000Purchase
      of securities held to maturity
                    
                    
                    -
                    
                    
                    
                    (6,040
                    )Proceeds
      from maturities of securities held to maturity
                    
                    
                    -
                    
                    
                    
                    4,000Principal
      collected on mortgage-backed securities
                    
                    
                    3,063
                    
                    
                    
                    862Net
      increase in loans
                    
                    
                    (4,295
                    )
                    
                    
                    (7,531
                    )Purchase
      of Federal Home Loan Bank Stock
                    
                    
                    (34
                    )
                    
                    
                    -Investment
      in cash surrender value of life insurance
                    
                    
                    -
                    
                    
                    
                    (3,000
                    )Proceeds
      from sale of foreclosed real estate
                    
                    
                    41
                    
                    
                    
                    432Purchase
      of premises and equipment
                    
                    
                    (131
                    )
                    
                    
                    (155
                    )Net
      Cash Used In Investing Activities
                    
                    
                    (31,583
                    )
                    
                    
                    (12,809
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) in deposits
                    
                    
                    (16,299
                    )
                    
                    
                    7,635Net
      increase in advances from Federal Home Loan Bank
                    
                    
                    10,708
                    
                    
                    
                    5,000Net
      decrease in advance payments by borrowers for taxes and
      insurance
                    
                    
                    (133
                    )
                    
                    
                    (28
                    )Proceeds
      from issuance of common stock
                    
                    
                    22,287
                    
                    
                    
                    -Net
      Cash Provided By Financing Activities
                    
                    
                    16,563
                    
                    
                    
                    12,607Net
      Increase (Decrease) in Cash and Cash Equivalents
                    
                    
                    (13,804
                    )
                    
                    
                    551Cash
      and cash equivalents at beginning of period
                    
                    
                    21,379
                    
                    
                    
                    10,395Cash
      and Cash Equivalents at End of Period
                    
                    $
                    7,575
                    
                    
                    $
                    10,946





-5-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.
            Presentation
      of Interim Information





First
Savings Financial Group, Inc. (“Company”), an Indiana corporation, was
incorporated in May 2008 to serve as the holding company for First Savings Bank,
F.S.B. (“Bank”), a federally-chartered savings bank.  On October 6,
2008, in accordance with a Plan of Conversion adopted by its board of directors
and approved by its members, the Bank converted from a mutual savings bank to a
stock savings bank and became the wholly-owned subsidiary of the
Company.  In connection with the conversion, the Company issued an
aggregate of 2,542,042 shares of common stock at an offering price of $10.00 per
share.  In addition, in connection with the conversion, First Savings
Charitable Foundation was formed, to which the Company contributed 110,000
shares of common stock and $100,000 in cash.  The Company’s common
stock began trading on the Nasdaq Capital Market on October 7, 2008 under the
symbol “FSFG”.  Accordingly, the reported results for the three- and
nine-month periods ended June 30, 2009 relate solely to the operations of the
Bank and its subsidiaries.  In the opinion of management, the
unaudited consolidated financial statements include all adjustments considered
necessary to present fairly the financial position as of June 30, 2009, and the
results of operations for the three- and nine-month periods ended June 30, 2009
and 2008 and the cash flows for the nine-month periods ended June 30, 2009 and
2008.  All of these adjustments are of a normal, recurring
nature.  Such adjustments are the only adjustments included in the
unaudited consolidated financial statements.  Interim results are not
necessarily indicative of results for a full year.





The
accompanying unaudited consolidated financial statements and notes have been
prepared in accordance with generally accepted accounting principles for interim
financial statements and are presented as permitted by the instructions to Form
10-Q.  Accordingly, they do not contain certain information included
in the Bank’s annual audited consolidated financial statements and related notes
for the year ended September 30, 2008 included in the Form 10-K.





The
unaudited consolidated financial statements include the accounts of the Company
and its subsidiaries.  All material intercompany balances and
transactions have been eliminated in consolidation.





2.
            Pending
      Merger





On
April 28, 2009, the Company, the Bank, Community First Financial Group,
Inc. (“CFFG”) and Community First Bank, a majority-owned subsidiary of CFFG,
entered into an Agreement and Plan of Reorganization (the “Agreement”) pursuant
to which Community First Bank will merge with and into the Bank, with the Bank
as the surviving institution.  Under terms of the Agreement,
shareholders of Community First Bank will be entitled to receive $17.13 in cash
in exchange for each share of Community First Bank common stock, subject to
decrease if the aggregate fair market value of Community First Bank’s portfolio
of non-agency mortgage and asset-backed securities is less than 35% of the
aggregate par value of the portfolio (as measured by pricing made available by
Interactive Data Corp. as of the end of the month immediately before the closing
date of the transaction).  The transaction is subject to customary
closing conditions, including the receipt of regulatory approvals and the
approval of the shareholders of Community First Bank, and is expected to occur
in the third calendar quarter of 2009.


-6-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





3.
            Supplemental
      Disclosure for Earnings Per Share





When
presented, basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period.  Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.  The
Company had no dilutive potential common shares for the three- and nine-month
periods ended June 30, 2009.  Because the mutual to stock conversion
was not completed until October 6, 2008, per share earnings data is not
presented for the three- and nine-month periods ended June 30,
2008.





Three
                            
                            
                            NineMonths
                            
                            
                            MonthsEnded
                            
                            
                            EndedJune30,
                            
                            
                            June 30,(Dollars
      in thousands, except per share data)
                            
                            2009
                            
                            
                            2009BasicEarnings:Net
      income (loss)
                            
                            $
                            153
                            
                            
                            $
                            (212
                            )Shares:Weighted
      average common shares outstanding
                            
                            
                            2,357,331
                            
                            
                            
                            2,300,848Net
      income (loss) per common share, basic
                            
                            $
                            0.06
                            
                            
                            $
                            (0.09
                            )




-7-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





4.
            Comprehensive
      Income





Comprehensive income is defined as the
change in equity (net assets) of a business enterprise during a period from
transactions and other events and circumstances from non-owner
sources.  It includes all changes in equity during a period except
those resulting from investments by owners and distributions to
owners.  Comprehensive income for the Company includes net income and
other comprehensive income representing the net unrealized gains and losses on
securities available for sale.  The following tables set forth the
components of other comprehensive income and the allocated tax amounts for the
three- and nine-month periods ended June 30, 2009 and 2008:





Three Months
                      Ended
                    
                    
                    Nine Months
                      EndedJune 30,
                    
                    
                    June 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008(In
      thousands)
                    
                    
                    (In
      thousands)Unrealized
      gains on securities:Unrealized
      holding gains (losses) arising during the period
                    
                    $
                    70
                    
                    
                    $
                    (163
                    )
                    
                    $
                    329
                    
                    
                    $
                    (23
                    )Income
      tax (expense) benefit
                    
                    
                    (27
                    )
                    
                    
                    64
                    
                    
                    
                    (130
                    )
                    
                    
                    9Net
      of tax amount
                    
                    
                    43
                    
                    
                    
                    (99
                    )
                    
                    
                    199
                    
                    
                    
                    (14
                    )Less:  reclassification
      adjustment for realized gains or losses included in net
    income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Income
      tax benefit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      of tax amount
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Other
      comprehensive income (loss), net of tax
                    
                    $
                    43
                    
                    
                    $
                    (99
                    )
                    
                    $
                    199
                    
                    
                    $
                    (14
                    )





5.
            Supplemental
      Disclosures of Cash Flow
Information




Nine Months EndedJune 30,2009
                    
                    
                    2008(In
      thousands)Cash
      payments for:Interest
                    
                    $
                    3,439
                    
                    
                    $
                    4,554Taxes
                    
                    
                    177
                    
                    
                    
                    262Transfers
      from loans to foreclosed real estate
                    
                    
                    963
                    
                    
                    
                    1,295Proceeds
      from sales of foreclosed real estate financed through
loans
                    
                    
                    89
                    
                    
                    
                    -




-8-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





6.
            Fair
      Value Measurements and Disclosures about Fair Value of Financial
      Instruments





Effective
October 1, 2008, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements,”
for financial assets and financial liabilities.  This statement is
definitional and disclosure oriented and addresses how companies should approach
measuring fair value when required by generally accepted accounting principles
(GAAP); it does not create or modify any current GAAP requirements to apply fair
value accounting.  SFAS No. 157 prescribes various disclosures
about financial statement categories and amounts which are measured at fair
value, if such disclosures are not already specified elsewhere in GAAP. 
The adoption of SFAS No. 157 did not have a material effect on the
Company's consolidated financial statements.  In February 2008,
the Financial Accounting Standards Board (FASB) issued a statement delaying the
effective date of SFAS No. 157 for nonfinancial assets and nonfinancial
liabilities except those that are recognized or disclosed at fair value on a
recurring basis.  Accordingly, the Company will delay application of
SFAS No. 157 to foreclosed real estate until October 1, 2009.





SFAS No.
157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  SFAS No. 157 establishes a fair
value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:





Level
      1:
            Inputs
      to the valuation methodology are quoted prices, unadjusted, for identical
      assets or liabilities in active markets.  A quoted market price
      in an active market provides the most reliable evidence of fair value and
      shall be used to measure fair value whenever
  available.





Level
      2:
            Inputs
      to the valuation methodology include quoted market prices for similar
      assets or liabilities in active markets; inputs to the valuation
      methodology include quoted market prices for identical or similar assets
      or liabilities in markets that are not active; or inputs to the valuation
      methodology that are derived principally from or can be corroborated by
      observable market data by correlation or other
  means.





Level
      3:
            Inputs
      to the valuation methodology are unobservable and significant to the fair
      value measurement.  Level 3 assets and liabilities include
      financial instruments whose value is determined using discounted cash flow
      methodologies, as well as instruments for which the determination of fair
      value requires significant management judgment or
    estimation.





A
description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the
valuation hierarchy, is set forth below.  These valuation
methodologies were applied to all of the Company’s financial assets carried at
fair value or the lower of cost or fair value effective October 1,
2008.  The table below presents the balances of financial assets
measured at fair value on a recurring and nonrecurring basis as of June 30,
2009.  The Company had no liabilities measured at fair value as of
June 30, 2009.


-9-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Carrying ValueLevel 1
                  
                  
                  Level 2
                  
                  
                  Level 3
                  
                  
                  Total(In
      thousands)Assets
      Measured - Recurring BasisSecurities
      available for sale
                  
                  $
                  -
                  
                  
                  $
                  39,245
                  
                  
                  $
                  -
                  
                  
                  $
                  39,245Assets
      Measured - Nonrecurring BasisImpaired
      loans
                  
                  
                  -
                  
                  
                  
                  73
                  
                  
                  
                  -
                  
                  
                  
                  73





In
general, fair value is based upon quoted market prices, where
available.  If quoted market prices are not available, fair value is
based on internally developed models or obtained from third parties that
primarily use, as inputs, observable market-based parameters or a matrix pricing
model that employs the Bond Market Association’s standard calculations for cash
flow and price/yield analysis and observable market-based
parameters.  Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value, or the lower of cost or fair
value.  These adjustments may include unobservable
parameters.  Any such valuation adjustments have been applied
consistently over time.  The Company’s valuation methodologies may
produce a fair value calculation that may not be indicative of net realizable
value or reflective of future fair values.  While management believes
the Company’s valuation methodologies are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a
different estimate of fair value at the reporting date.





Securities
Available for Sale.Securities classified
as available for sale are reported at fair value on a recurring
basis.  These securities are classified as Level 1 of the valuation
hierarchy where quoted market prices from reputable third-party brokers are
available in an active market.  If quoted market prices are not
available, the Company obtains fair value measurements from an independent
pricing service.  These securities are reported using Level 2 inputs
and the fair value measurements consider observable data that may include dealer
quotes, market spreads, cash flows, U.S. government and agency yield curves,
live trading levels, trade execution data, market consensus prepayment speeds,
credit information, and the security’s terms and conditions, among other
factors.  Changes in fair value of securities available for sale are
recorded in other comprehensive income, net of income tax effect.





Impaired
Loans.  Impaired loans are carried at the present value of
estimated future cash flows using the loan's existing rate or the fair value of
collateral if the loan is collateral dependent.  Impaired loans are
evaluated and valued at the time the loan is identified as impaired at the lower
of cost or market value.  For collateral dependent impaired loans,
market value is measured based on the value of the collateral securing these
loans and is classified as Level 2 in the fair value
hierarchy.  Collateral may be real estate and/or business assets,
including equipment, inventory and/or accounts receivable, and its fair value is
generally determined based on real estate appraisals or other independent
evaluations by qualified professionals.  Impaired loans are reviewed
and evaluated on at least a quarterly basis for additional impairment and
adjusted accordingly, based on the same factors identified above.





There
were no transfers in or out of the Company's Level 3 financial assets for the
nine months ended June 30, 2009.


-10-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





FASB
Staff Position FAS 107-1 and APB 28-1, InterimDisclosures about Fair Value of
Financial Instruments, (FSP FAS 107-1 and APB 28-1) requires disclosure
of fair value information about financial instruments for interim reporting
periods, whether or not recognized in the statement of financial
condition.  In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation
techniques.  Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows.  In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could not
be realized in immediate settlement of the instruments.  SFAS No. 107
excludes certain financial instruments and all nonfinancial instruments from its
disclosure requirements.  Accordingly, the aggregate fair value
amounts presented do not represent the underlying value of the
Company.  The estimated fair values of the Company's financial
instruments are as follows:





June 30, 2009
                  
                  
                  September 30, 2008Carrying
                  
                  
                  Fair
                  
                  
                  Carrying
                  
                  
                  FairAmount
                  
                  
                  Value
                  
                  
                  Amount
                  
                  
                  Value(In
      thousands)Financial
      assets:Cash
      and due from banks
                  
                  $
                  5,067
                  
                  
                  $
                  5,067
                  
                  
                  $
                  5,378
                  
                  
                  $
                  5,378Interest-bearing
      deposits in banks
                  
                  
                  2,508
                  
                  
                  
                  2,508
                  
                  
                  
                  16,001
                  
                  
                  
                  16,001Securities
      available for sale
                  
                  
                  39,245
                  
                  
                  
                  39,245
                  
                  
                  
                  10,697
                  
                  
                  
                  10,697Securities
      held to maturity
                  
                  
                  7,215
                  
                  
                  
                  7,452
                  
                  
                  
                  8,456
                  
                  
                  
                  8,491Loans
      held for sale
                  
                  
                  151
                  
                  
                  
                  151
                  
                  
                  
                  -
                  
                  
                  
                  -Loans,
      net
                  
                  
                  177,821
                  
                  
                  
                  182,660
                  
                  
                  
                  174,807
                  
                  
                  
                  174,437Federal
      Home Loan Bank stock
                  
                  
                  1,370
                  
                  
                  
                  1,370
                  
                  
                  
                  1,336
                  
                  
                  
                  1,336Accrued
      interest receivable
                  
                  
                  1,056
                  
                  
                  
                  1,056
                  
                  
                  
                  930
                  
                  
                  
                  930Financial
      liabilities:Deposits
                  
                  
                  172,910
                  
                  
                  
                  176,404
                  
                  
                  
                  189,209
                  
                  
                  
                  191,590Advances
      from Federal Home Loan Bank
                  
                  
                  18,708
                  
                  
                  
                  18,960
                  
                  
                  
                  8,000
                  
                  
                  
                  7,825Accrued
      interest payable
                  
                  
                  129
                  
                  
                  
                  129
                  
                  
                  
                  143
                  
                  
                  
                  143Advance
      payments by borrowers for taxes and insurance
                  
                  
                  265
                  
                  
                  
                  275
                  
                  
                  
                  398
                  
                  
                  
                  404Off-balance-sheet
      financial instruments:Asset
      related to commitments to extend credit
                  
                  
                  -
                  
                  
                  
                  242
                  
                  
                  
                  -
                  
                  
                  
                  10





The
carrying amounts in the preceding table are included in the consolidated balance
sheets under the applicable captions.  The following methods and
assumptions were used to estimate the fair value of each class of financial
instrument for which it is practicable to estimate that value:


-11-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Cash
and Cash Equivalents





For cash
and short-term instruments, including cash and due from banks and
interest-bearing deposits with banks, the carrying amount is a reasonable
estimate of fair value.





Debt
and Equity Securities





For debt
and equity securities with readily determinable market values, the fair values
are based on quoted market prices, if available.  If quoted market
prices are not available, fair value is estimated based on quoted market prices
for similar securities or third-party pricing models using observable
market-based parameters.  For Federal Home Loan Bank stock, a
restricted equity security, the carrying amount is a reasonable estimate of fair
value because the stock is not marketable.





Loans





The fair
value of loans is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and terms.  The carrying amount of accrued interest
receivable approximates its fair value.





Deposits





The fair
value of demand and savings deposits and other transaction accounts is the
amount payable on demand at the balance sheet date.  The fair value of
fixed-maturity time deposits is estimated by discounting the future cash flows
using the rates currently offered for deposits with similar remaining
maturities.  The carrying amount of accrued interest payable
approximates its fair value.





Off-Balance-Sheet
Financial Instruments





Commitments
to extend credit were evaluated and fair value was estimated using the fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties.  For fixed-rate loan commitments, the fair value
estimate considers the difference between current interest rates and the
committed rates.


-12-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








7.
            Defined
      Benefit Plan





The Bank
sponsors a defined benefit pension plan (“Plan”) covering substantially all
employees.  Contributions are intended to provide not only for
benefits attributed to service to date but also for those expected to be earned
in the future.  The Bank’s funding policy is to contribute the larger
of the amount required to fully fund the Plan’s current liability or the amount
necessary to meet the funding requirements as defined by the Internal Revenue
Code.





Nine Months EndedJune 30,2009
                    
                    
                    2008(In
      thousands)Net
      periodic benefit expense:Service
      cost
                    
                    $
                    -
                    
                    
                    $
                    148Interest
      cost on projected benefit obligation
                    
                    
                    282
                    
                    
                    
                    226Expected
      return on plan assets
                    
                    
                    (282
                    )
                    
                    
                    (278
                    )Amortization
      of transition asset
                    
                    
                    -
                    
                    
                    
                    (4
                    )Amortization
      of prior service cost
                    
                    
                    -
                    
                    
                    
                    5Amortization
      of unrecognized loss
                    
                    
                    -
                    
                    
                    
                    -Net
      periodic benefit expense
                    
                    $
                    -
                    
                    
                    $
                    97Other
      changes in plan assets and benefit obligations recognized in other
      comprehensive income:Amortization
      of transition asset
                    
                    
                    -
                    
                    
                    
                    4Amortization
      of prior service cost
                    
                    
                    -
                    
                    
                    
                    (5
                    )Total
      recognized in other comprehensive income
                    
                    
                    -
                    
                    
                    
                    (1
                    )Total
      recognized in net periodic pension benefit expense and other comprehensive
      income
                    
                    $
                    -
                    
                    
                    $
                    96





The Bank
made no contributions to the Plan for the nine month period ended June 30,
2009.   Effective June 30, 2008, the Bank curtailed the accrual
of benefits for active participants in the Plan.    As a
result, each active participant’s pension benefit will be determined based on
the participant’s compensation and duration of employment as of June 30, 2008,
and compensation and employment after that date will not be taken into account
in determining pension benefits under the Plan.  Accordingly, the Bank
does not anticipate future contributions to the Plan.  The Bank filed
an application with the Internal Revenue Service in October 2008 in order to
obtain approval to terminate the Plan. The Bank has determined to provide the
over-funded balance of the Plan’s assets, if any, to its active participants
upon full termination of the Plan which is expected to occur in the first
calendar quarter of 2010.  As a result, the Bank anticipates a
one-time charge to expense in the first calendar quarter of 2010.  At
June 30, 2009, a net unrecognized gain of $222,000, net of income taxes, was
included in the accumulated other comprehensive income component of
stockholders’ equity.


-13-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





8.
            Employee
      Stock Ownership Plan





On
October 6, 2008, the Company established a leveraged employee stock ownership
plan (“ESOP”) covering substantially all employees.  The ESOP trust
acquired 203,363 shares of Company common stock at a cost of $10.00 per share
financed by a term loan with the Company.  The employer loan and the
related interest income are not recognized in the consolidated financial
statements as the debt is serviced from Company
contributions.  Dividends payable on allocated shares are charged to
retained earnings and are satisfied by the allocation of cash dividends to
participant accounts.  Dividends payable on unallocated shares are not
considered dividends for financial reporting purposes.  Shares held by
the ESOP trust are allocated to participant accounts based on the ratio of the
current year principal and interest payments to the total of the current year
and future year’s principal and interest to be paid on the employer
loan.  Compensation expense is recognized based on the average fair
value of shares released for allocation to participant accounts during the year
with a corresponding credit to stockholders’ equity.  Compensation
expense recognized for the three- and nine-month periods ended June 30, 2009
amounted to $33,000 and $192,000, respectively.  Company common stock
held by the ESOP trust at June 30, 2009 was as follows:





Allocated
      shares
                  
                  
                  20,336Unearned
      shares
                  
                  
                  183,027Total
      ESOP shares
                  
                  
                  203,363Fair
      value of unearned shares
                  
                  $
                  1,803,000





9.
            Stockholders’
      Equity





As
discussed in Note 1, the Company sold 2,432,042 shares of common stock at a
price of $10.00 per share on October 6, 2008 in connection with the mutual to
stock conversion of the Bank, for gross proceeds of $24,320,420.  In
connection with the conversion, the Company also contributed 110,000 common
shares and $100,000 in cash to the First Savings Charitable
Foundation.  Expenses of the offering amounted to $1,126,000 and were
charged against the gross proceeds of the conversion.





10.
            Recent
      Accounting Pronouncements





The
following are summaries of recently issued accounting pronouncements that impact
the accounting and reporting practices of the Company:





In
December 2007, FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51. This
statement applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding non-controlling interest in one or more
subsidiaries or that deconsolidate a subsidiary. This statement amends ARB
No. 51 to establish accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement is effective for fiscal years beginning after
January 1, 2009.  This statement is not expected to have a
material effect on the Company's consolidated financial position or results of
operations.


-14-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





On April
9, 2009, the FASB issued FASB Staff Position (FSP) FAS 115-2 and FAS 124-2 (FSP
FAS 115-2 and FAS 124-2),Recognition and Presentation of Other-Than-Temporary
Impairments.  This FSP amends the other-than-temporary
impairment guidance in U.S. generally accepted accounting principles for debt
securities.  Consistent with current requirements for recording
other-than-temporary impairments, this FSP states that the amount of impairment
loss recorded in earnings for a debt security will be the entire difference
between the security’s cost and its fair value if the company intends to sell
the debt security prior to recovery or it is more-likely-than not that the
company will have to sell the debt security prior to recovery.  If,
however, the company does not intend to sell the debt security or it concludes
that it is more-likely-than-not that it will not have to sell the debt security
prior to recovery, this FSP requires a company to recognize the credit loss
component of an other-than-temporary impairment of a debt security in earnings
and the remaining portion of the impairment loss in other comprehensive
income.  The credit loss component of an other-than-temporary
impairment must be determined based on a company’s best estimate of cash flows
expected to be collected.  This FSP, which is effective for interim
and annual periods ending after June 15, 2009, allows early adoption for periods
ending after March 15, 2009, provided FSP FAS 157-4 (see below) is adopted at
the same time.  The Company adopted this FSP for the period ended June
30, 2009, and adoption did not have a material effect on the Company’s
consolidated financial statements.





Also on
April 9, 2009, the FASB issued FSP FAS 157-4 (FSP FAS 157-4),Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.  This FSP provides additional guidance for estimating
fair value in accordance with SFAS No.157 when the volume and level of activity
for an asset or liability have significantly decreased.  It also
provides guidance on identifying circumstances that indicate a transaction is
not orderly.  Determination of whether a transaction is orderly or not
orderly in instances when there has been a significant decrease in the volume
and level of activity for an asset or liability depends on an evaluation of
facts and circumstances and requires the use of significant
judgment.  This FSP requires a company to disclose the inputs and
valuation techniques used to measure fair value and to discuss changes in such
inputs and valuation techniques, if any, that occurred during the reporting
period.  This FSP, which is effective for interim and annual periods
ending after June 15, 2009, requires early adoption for periods ending after
March 15, 2009 if a company elects to adopt early FSP FAS 115-2 and FAS 124-2
(see above).  The Company adopted this FSP for the period ended June
30, 2009, and adoption did not have a material effect on the Company’s
consolidated financial statements.





On April
9, 2009, the FASB issued FSP FAS 107-1 and APB 28-1.  This FSP
requires disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements.  This FSP, which is effective for interim reporting
periods ending after June 15, 2009, allows early adoption for periods ending
after March 15, 2009, only if a company also elects to early adopt FSP FAS 157-4
and FSP FAS 115-2 and FAS 124-2.  The Company adopted this FSP for the
period ended June 30, 2009, and adoption did not have a material effect on the
Company’s consolidated financial statements.


-15-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





In May
2009, the FASB issued SFAS No. 165, Subsequent
Events.  This statement establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  Specifically, the statement provides:  (a) the
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements; (b) the circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements; and (c) the disclosures that
an entity should make about events or transactions that occurred after the
balance sheet date.  This statement is effective for interim or annual
financial periods ending after June 15, 2009, and shall be applied
prospectively.  The adoption of this statement did not have a material
effect on the Company's consolidated financial statements.





In June
2009, the FASB issued two standards which change the way entities account for
securitizations and special-purpose entities:  SFAS No. 166, Accounting for Transfers of
Financial Assetsand SFAS No. 167, Amendments to FASB Interpretation
No. 46(R).SFAS No. 166 is a revision to SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, and
requires more information about transfers of financial assets, including
securitization transactions, and where entities have continuing exposure to the
risks related to transferred financial assets. This statement eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for
derecognizing financial assets, and requires additional
disclosures.  SFAS No. 167 is a revision to FASB Interpretation No. 46
(Revised December 2003), Consolidation of Variable Interest
Entities, and changes how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated.  The determination of whether
a reporting entity is required to consolidate another entity is based on, among
other things, the other entity’s purpose and design and the reporting entity’s
ability to direct the activities of the other entity that most significantly
impact the other entity’s economic performance.  These new standards
require a number of new disclosures.  SFAS No. 167 requires a
reporting entity to provide additional disclosures about its involvement with
variable interest entities and any significant changes in risk exposure due to
that involvement.  A reporting entity will be required to disclose how
its involvement with a variable interest entity affects the reporting entity’s
financial statements.  SFAS No. 166 enhances information reported to
users of financial statements by providing greater transparency about transfers
of financial assets and an entity’s continuing involvement in transferred
financial assets.  These statements will be effective at the start of
a reporting entity’s first fiscal year beginning after November 15,
2009.  Early application is not permitted.  The adoption of
these statements is not expected to have a material effect on the Company's
consolidated financial statements.


-16-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles. This statement establishes the FASB Accounting Standards
CodificationTM(Codification)
as the single source of authoritative U.S. generally accepted accounting
principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental
entities.  Rules and interpretive releases of the SEC under authority
of federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants.  This statement and the Codification are effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.  When effective, the Codification will supersede
all existing non-SEC accounting and reporting standards.  All other
nongrandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative.  Following this statement, the FASB will
not issue new standards in the form of statements, FASB Staff Positions, or
Emerging Issues Task Force Abstracts.  Instead, the FASB will issue
Accounting Standards Updates, which will serve only to: (a) update the Codification;
(b) provide background
information about the guidance; and (c) provide the bases for
conclusions on the change(s) in the Codification.  The adoption of
this statement is not expected to have a material effect on the Company's
consolidated financial statements.





11.
            Subsequent
      Events





In
accordance with FSAS No. 165, the Company has evaluated whether any subsequent
events that require recognition or disclosure in the accompanying consolidated
financial statements and related notes thereto have taken place through the date
these consolidated financial statements were issued (August 10,
2009).  The Company has determined that there are no such subsequent
events.


-17-




FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Safe
Harbor Statement for Forward-Looking Statements





This
report may contain forward-looking statements within the meaning of the federal
securities laws.  These statements are not historical facts; rather
they are statements based on the Company’s current expectations regarding its
business strategies and their intended results and its future
performance.  Forward-looking statements are preceded by terms such as
“expects,” “believes,” “anticipates,” “intends” and similar
expressions.





Forward-looking
statements are not guarantees of future performance.  Numerous risks
and uncertainties could cause or contribute to the Company's actual results,
performance and achievements being materially different from those expressed or
implied by the forward-looking statements.  Factors that may cause or
contribute to these differences include, without limitation, general economic
conditions, including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; legislative and regulatory
changes; the quality and composition of the loan and investment securities
portfolio; loan demand; deposit flows; competition; and changes in accounting
principles and guidelines.  Additional factors that may affect our
results are discussed in our Annual Report on Form 10-K for the year ended
September 30, 2008 under “Item 1A. Risk Factors.”  These factors
should be considered in evaluating the forward-looking statements and undue
reliance should not be placed on such statements.  Except as required
by applicable law or regulation, the Company assumes no obligation and disclaims
any obligation to update any forward-looking statements.





Critical
Accounting Policies





During
the nine-month period ended June 30, 2009, there was no significant change in
the Company's critical accounting policies or the application of critical
accounting policies as disclosed in the Company's Annual Report on Form 10-K for
the year ended September 30, 2008.





Comparison
of Financial Condition at June 30, 2009 and September 30, 2008





Cash and Cash
Equivalents.  Cash and cash equivalents decreased from $21.4
million at September 30, 2008 to $7.6 million at June 30, 2009 due primarily to
the investment of the stock conversion proceeds, which were held on deposit at
September 30, 2008.





Loans.  Net
loans receivable increased $3.0 million from $174.8 million at September 30,
2008 to $177.8 million at June 30, 2009, primarily due to increases in
multifamily and nonresidential mortgage loans and commercial business
loans.  The increase in net loans receivable during the nine months
ended June 30, 2009 was funded by a combination of stock conversion proceeds and
an increase in borrowings.





Securities
Available for Sale.  Securities available for sale increased
$28.5 million from $10.7 million at September 30, 2008 to $39.2 million at June
30, 2009 due primarily to purchases of $45.9 million, reduced by sales of $4.5
million, maturities of $11.2 million and principal repayments of $1.8
million.  The increase in available for sale securities during the
nine months ended June 30, 2009, primarily in U.S. government agency backed and
municipal securities, was funded by a combination of stock conversion proceeds
and an increase in borrowings.


-18-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Securities Held
to Maturity.  Investment securities held-to-maturity decreased
$1.3 million from $8.5 million at September 30, 2008 to $7.2 million at June 30,
2009 due primarily to principal repayments on mortgage-backed
securities.





Deposits.  Total
deposits decreased $16.3 million from $189.2 million at September 30, 2008 to
$172.9 million at June 30, 2009 primarily due to a decrease in interest-bearing
demand deposit accounts of $20.8 million, offset by an increase in certificates
of deposit of $3.1 million during the period.  The decrease in the
demand deposit balance is primarily due to the investment of the subscription
funds that were on deposit at September 30, 2008 pending the closing of the
stock conversion.   The increase in certificates of deposit was
primarily in the 5-year maturity product, which was priced slightly above market
but nearly equivalent to the cost of similar maturity Federal Home Loan Bank of
Indianapolis (FHLBI) advances.





Borrowings.  FHLBI
advances increased from $8.0 million at September 30, 2008 to $18.7 million at
June 30, 2009.  Management determined that utilizing a certain level
of FHLBI advances as a funding source alternative to certificates of deposit was
advantageous given the low interest rate environment for advances when compared
to certificates.





Results
of Operations for the Three Months Ended June 30, 2009 and 2008





Overview.  The
Company reported net income of $153,000 for the three-month period ended June
30, 2009, compared to net income of $41,000 for the same period in
2008.





Net Interest
Income.  Net interest income increased $539,000, or 31.7%, for
the three months ended June 30, 2009 compared to the same period in
2008.  The increase is primarily the result of a net increase in
average interest-earnings assets of $28.4 million with a lesser increase in
interest-bearing liabilities of $5.1 million and an increase in the
tax-equivalent interest rate spread from 3.02% for 2008 to 3.48% for
2009.  The net increase in interest-earning assets over
interest-bearing liabilities is due primarily to the investment of the stock
conversion proceeds.




Total interest income increased
$129,000, or 4.1%, as a result of an increase in average interest-earning assets
of $28.4 million, or 14.4%, from $197.4 million for the three months ended June
30, 2008 to $225.9 million for the three months ended June 30, 2009, which more
than offset the decline in the average tax-equivalent yield from 6.39% for 2008
compared to 5.84% for 2009.  The average yield on interest-earning
assets decreased primarily as a result of the downward repricing of adjustable
rate loans and decreased yields on interest-bearing deposits with banks due to
lower market interest rates.  Average loans and investment securities
increased $6.8 million and $22.0 million, respectively, while interest-bearing
deposits with banks decreased $300,000.


-19-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Total
interest expense decreased $410,000, or 27.3%, as a result of a decrease in the
average cost of funds from 3.37% in 2008 to 2.36% in 2009, which more than
offset an increase in average interest-bearing liabilities of $5.1 million from
$174.7 million for the three months ended June 30, 2008 to $179.8 million for
the three months ended June 30, 2009.  The average cost of
interest-bearing liabilities decreased for 2009 primarily as a result of lower
market interest rates as compared to 2008, the repricing of certificates of
deposit at lower market interest rates as they matured and the utilization of
lower-cost FHLBI advances as a source of asset funding.




Provision for
Loan Losses.  The provision for loan losses was $272,000 for
the three months ended June 30, 2009 compared to $333,000 for the same period in
2008.




Gross loans receivable increased $5.7
million from $173.8 million at June 30, 2008 to $179.5 million at June 30, 2009,
primarily due to increases in residential mortgage, multifamily, nonresidential
mortgage and commercial business loans, offset by decreases in residential and
nonresidential construction and land and land development loans.




Nonperforming loans increased $1.5
million from $1.5 million at June 30, 2008 to $3.0 million at June 30,
2009.  The balance of nonperforming loans at June 30, 2009 includes
nonaccrual loans of $2.5 million and loans totaling $456,000 that are over 90
days past due, but still accruing interest.  These loans are still
accruing interest because the estimated value of the collateral and collection
efforts are deemed sufficient to ensure their full recovery.  The
balance of nonaccrual loans at June 30, 2009 consists of commercial business
loans ($55,000), consumer loans ($103,000), residential mortgage loans ($1.5
million), nonresidential mortgage loans ($462,000) and land and land development
loans ($433,000).  The $1.5 million of nonaccrual residential mortgage
loans consists of those secured by owner occupied, one-to-four family residences
($275,000), non-owner occupied, one-to-four family investment properties
($703,000) and fully completed speculative construction homes
($501,000).  The nonaccrual residential mortgage loans consist
primarily of two unrelated borrowing relationships.




Net charge-offs were $207,000 for the
three months ended June 30, 2009 compared to net charge-offs of $1.1 million for
the same period in 2008.  The significant net charge-offs in 2008 were
due primarily to 35 non-owner occupied, one-to-four family investment properties
that were deeded to the Bank in lieu of foreclosure.




The
allowance for loan losses was $1.7 million at June 30, 2009 compared to $1.8
million at June 30, 2008.  Management has deemed these amounts as
adequate on those dates based on its best estimate of probable known and
inherent loan losses.  The consistent application of management’s
allowance for loan losses methodology resulted in an increase in the level of
the allowance for loan losses consistent with the increase in the gross loan
portfolio and nonperforming loans and the change in overall economic
conditions.


-20-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2


MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Noninterest
Income.  Noninterest income increased $39,000 for the
three-month period ended June 30, 2009 as compared to the same period in
2008.  The increase was primarily due to increases in service charges
on deposit accounts and gain on sales of mortgage loans of $22,000 and $6,000,
respectively, and the increase in cash surrender value of life insurance that
was $7,000 higher when comparing the two periods.





Noninterest
Expense.  Noninterest expense increased $519,000 to $2.1
million for 2009 compared to $1.6 million for the same period in
2008.  Compensation and benefits expense increased $107,000 primarily
due to $33,000 in ESOP compensation expense, a reduction of $51,000 in
compensation and benefits costs deferred in connection with loan originations
and increased staffing and normal salary increases. Professional fees increased
$77,000 primarily due to consulting fees related to Sarbanes-Oxley compliance
and evaluation of the Bank’s current and prospective core processing vendors.
Other operating expenses increased $317,000 primarily due to increases in FDIC
premiums of $199,000, including the special assessment for the quarter ended
June 30, 2009 that amounted to $97,000, employee and director related expenses,
and other operating expenses.





Income
Tax Expense.The Company recognized an income tax
benefit of $2,000for the
three-month period ended June 30, 2009 as compared to a benefit of $10,000 for
the same period in 2008 due primarily to increased tax-exempt income and
decreases in state tax expense.





Results
of Operations for the Nine Months Ended June 30, 2009 and 2008





Overview.  The
Company reported a net loss of $212,000 for the nine-month period ended June 30,
2009, compared to a net loss of $307,000 for the same period in 2008. The
primary factor for the net loss in 2009 is the $1.2 million ($731,000, net of
tax) one-time contribution to First Savings Charitable Foundation, discussed
below, while the primary factor for the net loss in 2008 was the significant
provision to loan losses, also discussed below.  Excluding the
one-time charitable contribution, the Company would have reported net income of
$519,000 for the nine-month period ended June 30, 2009, primarily as a result of
an increase in net interest income after provision for loan losses, reduced by
an increase in noninterest expenses.





Net Interest
Income.  Net interest income increased $1.3 million, or 26.0%,
for the nine months ended June 30, 2009 compared to the same period in
2008.  The increase is primarily the result of a net increase in
average interest-earnings assets of $23.8 million with a lesser increase in
interest-bearing liabilities of $1.0 million and an increase in the
tax-equivalent interest rate spread from 2.98% for 2008 to 3.26% for
2009.  The net increase in interest-earning assets over
interest-bearing liabilities is due primarily to the investment of the stock
conversion proceeds.




Total interest income increased
$132,000, or 1.4%, as a result of an increase in average interest-earning assets
of $23.8 million, or 12.3%, from $194.1 million for the nine months ended June
30, 2008 to $217.9 million for the nine months ended June 30, 2009, which more
than offset the decline in the average tax-equivalent yield from 6.52% for 2008
compared to 5.90% for 2009.  The average yield on interest-earning
assets decreased primarily as a result of the downward repricing of adjustable
rate loans and decreased yields on interest-bearing deposits with banks due to
lower market interest rates.  Average loans and investment securities
increased $8.8 million and $16.7 million, respectively, while interest-bearing
deposits with banks decreased $1.7 million.


-21-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Total
interest expense decreased $1.1 million, or 24.8%, as a result of a decrease in
the average cost of funds from 3.54% in 2008 to 2.64% in 2009, which more than
offset an increase in average interest-bearing liabilities of $1.0 million from
$171.9 million for the nine months ended June 30, 2008 to $172.9 million for the
nine months ended June 30, 2009.  The average cost of interest-bearing
liabilities decreased for 2009 primarily as a result of lower market interest
rates as compared to 2008, the repricing of certificates of deposit at lower
market interest rates as they matured and the utilization of lower-cost FHLBI
advances as a source of asset funding.




Provision for
Loan Losses.  The provision for loan losses was $400,000 for
the nine months ended June 30, 2009 compared to $1.5 million for the same period
in 2008.  The primary factor that contributed to the significant
provision for loan losses for 2008 was a provision of $881,000 recorded in March
2008 as a result of the diminished repayment ability of a large borrower whose
loans were secured by non-owner occupied, single-family residential real estate
whose condition and market value deteriorated significantly since the
origination of the loans.




Net charge-offs were $430,000 for the
nine months ended June 30, 2009 compared to $1.1 million for the same period in
2008.  The net charge-offs recorded for 2009 were primarily the result
of a $91,000 home equity line of credit where the Bank did not have the first
mortgage position, a boat loan of $101,000, net of the recovery recognized on
repossession of the collateral securing the loan, owner occupied residential
real estate of $122,000 and non-owner occupied residential real estate of
$52,000. The significant net charge-offs in 2008 were due primarily to 35
non-owner occupied, one-to-four family investment properties that were deeded to
the Bank in lieu of foreclosure.





Noninterest
Income.  Noninterest income increased $75,000, or 10.0%, to
$826,000 for the nine-month period ended June 30, 2009 compared to $751,000 for
the same period in 2008.  Service charges on deposit accounts
increased $48,000 and the increase in cash surrender value of life insurance was
$51,000 higher when comparing the two periods, offset by a decrease in other
income of $27,000 that primarily represented a one-time gain on the sale of Visa
Inc. stock during the 2008 period.





Noninterest
Expense.  Noninterest expense increased $2.4 million for the
nine-month period ended June 30, 2009 as compared to the same period in 2008.
Charitable contributions increased $1.2 million when comparing the two periods
primarily as a result of the $1.2 million one-time contribution to First Savings
Charitable Foundation which was organized in connection with, and funded upon
completion of, the Company’s initial public offering.  The
contribution consisted of $100,000 cash and 110,000 shares of Company common
stock (issued at $10.00 per share). Compensation and benefits expense increased
$480,000 primarily due to $192,000 in ESOP compensation expense, as well as a
reduction of $252,000 in compensation and benefits costs deferred in connection
with loan originations.  Professional fees increased $153,000
primarily due to operation as a public company, consulting fees related to
Sarbanes-Oxley compliance and evaluation of the Bank’s current and prospective
core processing vendors, and fees related to the organization and operation of
the Bank’s investment subsidiary organized in October 2008. Occupancy and
equipment expense increased $72,000 primarily due to increased depreciation,
utilities, and repairs and maintenance expense.  Other operating
expenses increased $529,000 primarily due to increases in FDIC premiums of
$205,000, including the special assessment for the quarter ended June 30, 2009,
employee and director related expenses including training expenditures, fees
related to the curtailment and termination of the Bank’s defined benefit pension
plan, ESOP plan administration fees and increased other operating
expenses.


-22-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Income Tax
Expense.  The Company recognized a tax benefit of $342,000 for
the nine-month period ended June 30, 2009 as compared to a tax benefit of
$309,000 for the same period in 2008.





Liquidity
and Capital Resources





Liquidity
Management.  Liquidity
is the ability to meet current and future financial obligations of a short-term
nature.  The Bank’s primary sources of funds are customer deposits,
proceeds from loan repayments, maturing securities and FHLBI
advances.  While loan repayments and maturities are a predictable
source of funds, deposit flows and mortgage prepayments are greatly influenced
by market interest rates, general economic conditions and
competition.  At June 30, 2009, the Bank had cash and cash equivalents
of $7.6 million and securities available-for-sale with a fair value of $39.2
million.  If the Bank requires funds beyond its ability to generate
them internally, it has additional borrowing capacity with FHLBI and additional
collateral eligible for repurchase agreements.




The
Bank’s primary investing activity is the origination of one-to-four family
mortgage loans and, to a lesser extent, consumer, multi-family, commercial real
estate, commercial business and residential construction loans.  The
Bank also invests in U.S. Government and agency securities and mortgage-backed
securities issued by U.S. Government agencies.




The
Company is a separate legal entity from the Bank and must provide for its own
liquidity to pay its operating expenses and other financial
obligations.  The Company’s primary source of income is dividends
received from the Bank.  The amount of dividends that the Bank may
declare and pay to the Company in any calendar year, without the receipt of
prior approval from the Office of Thrift Supervision but with prior notice to
Office of Thrift Supervision, cannot exceed net income for that year to date
plus retained net income (as defined) for the preceding two calendar
years.  At June 30, 2009, the Company had liquid assets of $9.0
million.





Capital
Management.  The Bank must maintain an adequate level of
liquidity to ensure the availability of sufficient funds to support loan growth
and deposit withdrawals, to satisfy financial commitments and to take advantage
of investment opportunities.  Historically, the Bank has been able to
retain a significant amount of its deposits as they mature.




The Bank
is required to maintain specific amounts of capital pursuant to OTS regulatory
requirements.  As of June 30, 2009, the Bank was in compliance with
all regulatory capital requirements, which were effective as of such date, with
tangible, core and risk-based capital ratios of 17.1%, 17.1% and 29.1%,
respectively.  The regulatory requirements at that date were 1.5%,
3.0% and 8.0%, respectively.  At June 30, 2009, the Bank was
considered “well-capitalized” under applicable regulatory
guidelines.





Off-Balance
Sheet Arrangements





In the
normal course of operations, the Company engages in a variety of financial
transactions that, in accordance with generally accepted accounting principles,
are not recorded on the Company's financial statements.  These
transactions involve, to varying degrees, elements of credit, interest rate and
liquidity risk.  Such transactions are primarily used to manage
customers’ requests for funding and take the form of loan commitments and
letters of credit.  A further presentation of the Company’s
off-balance sheet arrangements is presented in the Company’s Annual Report on
Form 10-K for the year ended September 30, 2008.


-23-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I – ITEM 3





QUANTITATIVE
AND QUALITATIVE DISCLOSURES


ABOUT
MARKET RISK




For the
nine months ended June 30, 2009, the Company did not engage in any off-balance
sheet transactions reasonably likely to have a material effect on the Company's
financial condition, results of operations or cash flows.





Qualitative Aspects of Market
Risk.  The Bank’s principal financial objective is to achieve
long-term profitability while reducing its exposure to fluctuating market
interest rates. The Bank has sought to reduce the exposure of its earnings to
changes in market interest rates by attempting to manage the mismatch between
asset and liability maturities and interest rates. In order to reduce the
exposure to interest rate fluctuations, the Bank has developed strategies to
manage its liquidity, shorten its effective maturities of certain
interest-earning assets and decrease the interest rate sensitivity of its asset
base. Management has sought to decrease the average maturity of its assets by
emphasizing the origination of short-term residential mortgage, commercial
mortgage and commercial business loans, all of which are retained by the Bank
for its portfolio. The Bank relies on retail deposits as its primary source of
funds. Management believes retail deposits, compared to brokered deposits,
reduce the effects of interest rate fluctuations because they generally
represent a more stable source of funds.





Quantitative Aspects of Market
Risk.  The Bank does not maintain a trading account for any
class of financial instrument nor does the Bank engage in hedging activities or
purchase high-risk derivative instruments. Furthermore, the Bank is not subject
to foreign currency exchange rate risk or commodity price risk.





The Bank
uses interest rate sensitivity analysis to measure its interest rate risk by
computing changes in net portfolio value (“NPV”) of its cash flows from assets,
liabilities and off-balance sheet items in the event of a range of assumed
changes in market interest rates. NPV represents the market value of portfolio
equity and is equal to the market value of assets minus the market value of
liabilities, with adjustments made for off-balance sheet items. This analysis
assesses the risk of loss in market risk sensitive instruments in the event of a
sudden and sustained 100 to 300 basis point increase or a sudden and sustained
100 basis point decrease in market interest rates with no effect given to any
steps that management might take to counter the effect of that interest rate
movement. Using data compiled by the OTS, the Bank receives a report that
measures interest rate risk by modeling the change in NPV over a variety of
interest rate scenarios.





The
following table is provided by the OTS and sets forth the change in the Bank’s
NPV at June 30, 2009, based on OTS assumptions that would occur in the event of
an immediate change in interest rates, with no effect given to any steps that
management might take to counteract that change.





At June 30, 2009Net Portfolio Value
                
                
                Net Portfolio Value as a
      PercentDollar
                
                
                Dollar
                
                
                Percent
                
                
                of Present Value of AssetsChange in Rates
                
                Amount
                
                
                Change
                
                
                Change
                
                
                NPV Ratio
                
                
                Change(Dollars in thousands)300bp
                
                $
                41,478
                
                
                $
                (7,233
                )
                
                
                (15
                )%
                
                
                17.04
                %
                
                
                (204
                )bp200bp
                
                
                44,416
                
                
                
                (4,295
                )
                
                
                (9
                )
                
                
                17.92
                
                
                
                (116
                )bp100bp
                
                
                46,860
                
                
                
                (1,851
                )
                
                
                (4
                )
                
                
                18.61
                
                
                
                (47
                )bpStatic
                
                
                48,711
                
                
                
                -
                
                
                
                -
                
                
                
                19.08
                
                
                
                -
                bp(100)bp
                
                
                49,630
                
                
                
                919
                
                
                
                2
                
                
                
                19.25
                
                
                
                17
                bp


-24-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I – ITEM 3





QUANTITATIVE
AND QUALITATIVE DISCLOSURES


ABOUT
MARKET RISK





The
preceding table indicates that the Bank’s NPV would be expected to decrease in
the event of a sudden and sustained 100 to 300 basis point increase in
prevailing interest rates, but would be expected to increase in the event of a
sudden and sustained decrease of 100 basis points in rates.  The
expected decrease in the Bank’s NPV given a larger increase in rates is
primarily attributable to the relatively high percentage of fixed-rate loans in
the Bank’s loan portfolio. At June 30, 2009, approximately 58% of the loan
portfolio consisted of fixed-rate loans.





Certain
assumptions utilized by the OTS in assessing the interest rate risk of savings
associations within its region were utilized in preparing the preceding tables.
These assumptions relate to interest rates, loan prepayment rates, deposit decay
rates and the market values of certain assets under differing interest rate
scenarios, among others.





As with
any method of measuring interest rate risk, certain shortcomings are inherent in
the method of analysis presented in the foregoing tables. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Additionally, certain
assets, such as adjustable-rate mortgage loans, have features that restrict
changes in interest rates on a short-term basis and over the life of the asset.
Further, in the event of a change in interest rates, expected rates of
prepayments on loans and early withdrawals from certificates of deposit could
deviate significantly from those assumed in calculating the
table.


-25-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 4T





CONTROLS
AND PROCEDURES





Controls
and Procedures





The
Company’s management, including the Company’s principal executive officer and
the Company’s principal financial officer, have evaluated the effectiveness of
the Company’s “disclosure controls and procedures,” as such term is defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934, as
amended.  Based on their evaluation, the principal executive officer
and the principal financial officer concluded that, as of the end of the period
covered by this report, the Company’s disclosure controls and procedures were
effective for the purpose of ensuring that information required to be disclosed
in reports that the Company files or submits under the Exchange Act with the SEC
(1) is recorded, processed, summarized, and reported within the time periods
specified in the SEC’s Rules and Forms and (2) is accumulated and communicated
to the Company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure.





During
the quarter ended June 30, 2009, there were no changes in the Company's internal
control over financial reporting which materially affected, or are reasonably
likely to materially affect, the Company’s internal controls over financial
reporting.


-26-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
II





OTHER
INFORMATION





Item
1.              Legal
Proceedings





The
Company is not a party to any legal proceedings.  Periodically, there
have been various claims and lawsuits involving the Bank, mainly as a plaintiff,
such as claims to enforce liens, condemnation proceedings on properties in which
the Bank holds security interests, claims involving the making and servicing of
real property loans and other issues incident to the Bank’s
business.  The Bank is not a party to any pending legal proceedings
that it believes would have a material adverse affect on its financial condition
or operations.





Item
1A. Risk
Factors





In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended September 30, 2008 which could materially
affect our business, financial condition or future results. There have been no
material changes to the risk factors described in our Annual Report on Form
10-K, however these are not the only risks that we face. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition and/or operating results.





Item
2.             Unregistered
Sales of Equity Securities and Use of Proceeds





Not
applicable.





Item
3.             Defaults
upon Senior Securities





Not
applicable.





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





The
Annual Meeting of Shareholders of the Company was held on June 24,
2009.  There were 2,542,042 shares entitled to vote as of the April
30, 2009 record date.  Holders of 2,262,730 shares were represented at
the meeting.  The results of the vote on the matters presented at the
meeting were as follows:





1.
            The
      following individuals were elected to serve a term of one year as
      directors:





Vote
                        
                        
                        Vote
                        
                        Term
      toName
                        
                        For
                        
                        
                        Withheld
                        
                        ExpireCecile
      A. Blau
                        
                        1,779,705
                        
                        
                        483,025
                        
                        2010Douglas
      A. York
                        
                        1,790,584
                        
                        
                        472,146
                        
                        2010John
      P. Lawson, Jr.
                        
                        1,795,629
                        
                        
                        467,101
                        
                        2010


-27-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
II





OTHER
INFORMATION





2.
            The
      following individuals were elected to serve a term of two years as
      directors:





Vote
                        
                        
                        Vote
                        
                        Term
      toName
                        
                        For
                        
                        
                        Withheld
                        
                        ExpireRobert
      E. Libs
                        
                        1,790,479
                        
                        
                        472,251
                        
                        2011Michael
      F. Ludden
                        
                        1,795,629
                        
                        
                        467,101
                        
                        2011Larry
      W. Myers
                        
                        1,795,577
                        
                        
                        467,153
                        
                        2011





3.
            The
      following individuals were elected to serve a term of three years as
      directors:





Vote
                        
                        
                        Vote
                        
                        Term
      toName
                        
                        For
                        
                        
                        Withheld
                        
                        ExpireCharles
      E. Becht, Jr.
                        
                        1,790,584
                        
                        
                        472,146
                        
                        2012Gerald
      Wayne Clapp, Jr.
                        
                        1,790,374
                        
                        
                        472,356
                        
                        2012





4.
            The
      appointment of Monroe Shine & Co., Inc. as the independent registered
      public accounting firm for the Company for the fiscal year ending
      September 30, 2009 was ratified by stockholders by the following
      vote:





For:
2,201,172;   Against: 46,518;   Abstain:
15,039





Item
5.             Other
Information





None.


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FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
II





OTHER
INFORMATION





Item
6.             Exhibits





2.1
                    Plan
      of Conversion (1)3.1
                    Articles
      of Incorporation of First Savings Financial Group, Inc.
  (1)3.2
                    Bylaws
      of First Savings Financial Group, Inc. (1)31.1
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
                    Section
      1350 Certification of Chief Executive Officer32.2
                    Section
      1350 Certification of Chief Financial Officer





(1)
            Incorporated
      by reference into this document from the Exhibits filed with the
      Securities and Exchange Commission on the Registration Statement on Form
      S-1, and any amendments thereto, Registration No.
    333-151636.


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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





FIRST
      SAVINGS FINANCIAL GROUP, INC.(Registrant)DatedAugust
      14, 2009
                    BY:
                    /s/ Larry W.
    MyersLarry
      W. MyersPresident
      and Chief Executive OfficerDatedAugust
      14, 2009
                    BY:
                    /s/ Anthony A.
      SchoenAnthony
      A. SchoenChief
      Financial
Officer


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