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 March 31,
2010





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.   YesxNo ̈





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):
                
                Large 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 ̈Nox





The
number of shares outstanding of the registrant’s common stock as of April 30,
2010 was 2,414,940.





FIRST
SAVINGS FINANCIAL GROUP, INC.





INDEX





PagePart I
                                  Financial
      InformationItem
      1.  Financial StatementsConsolidated
      Balance Sheets as of March 31, 2010 and September 30, 2009
      (unaudited)
                                  3Consolidated
      Statements of Income for the three months and six months ended March 31,
      2010 and 2009 (unaudited)
                                  4Consolidated
      Statements of Cash Flows for the six months ended March 31, 2010 and 2009
      (unaudited)
                                  5Notes
      to Consolidated Financial Statements (unaudited)
                                  6-17Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                  18-24Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                                  25-26Item
      4.  Controls and Procedures
                                  27Part
      II
                                  Other
      InformationItem
      1.  Legal Proceedings
                                  28Item
      1A.  Risk Factors
                                  28Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                  28Item
      3.  Defaults Upon Senior Securities
                                  28Item
      4.  Submission of Matters to a Vote of Security
      Holders
                                  29Item
      5.  Other Information
                                  30Item
      6.  Exhibits
                                  30Signatures
                                  
                                  31


- 2
-




PART
      I - FINANCIAL INFORMATIONFIRST
      SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETS(Unaudited)March
      31,
              
              
              September
      30,(In
      thousands, except share and per share data)
              
              2010
              
              
              2009ASSETSCash
      and due from banks
              
              $
              8,632
              
              
              $
              8,359Interest-bearing
      deposits with banks
              
              
              4,488
              
              
              
              2,045Total
      cash and cash equivalents
              
              
              13,120
              
              
              
              10,404Securities
      available for sale, at fair value
              
              
              83,977
              
              
              
              72,580Securities
      held to maturity
              
              
              5,545
              
              
              
              6,782Loans
      held for sale
              
              
              -
              
              
              
              317Loans,
      net
              
              
              354,723
              
              
              
              353,823Federal
      Home Loan Bank stock, at cost
              
              
              4,170
              
              
              
              4,170Premises
      and equipment
              
              
              9,701
              
              
              
              9,916Foreclosed
      real estate
              
              
              881
              
              
              
              1,589Accrued
      interest receivable:Loans
              
              
              1,497
              
              
              
              1,607Securities
              
              
              530
              
              
              
              493Cash
      surrender value of life insurance
              
              
              5,241
              
              
              
              3,931Goodwill
              
              
              5,882
              
              
              
              5,882Core
      deposit intangible
              
              
              2,594
              
              
              
              2,741Other
      assets
              
              
              6,372
              
              
              
              6,576Total
    Assets
              
              $
              494,233
              
              
              $
              480,811LIABILITIESDeposits:Noninterest-bearing
              
              $
              33,271
              
              
              $
              25,388Interest-bearing
              
              
              328,786
              
              
              
              325,428Total
      deposits
              
              
              362,057
              
              
              
              350,816Federal
      funds purchased
              
              
              -
              
              
              
              1,180Repurchase
      agreements
              
              
              17,030
              
              
              
              17,239Borrowings
      from Federal Home Loan Bank
              
              
              58,795
              
              
              
              55,773Accrued
      interest payable
              
              
              499
              
              
              
              516Advance
      payments by borrowers for taxes and insurance
              
              
              201
              
              
              
              341Accrued
      expenses and other liabilities
              
              
              1,584
              
              
              
              2,069Total
      Liabilities
              
              
              440,166
              
              
              
              427,934STOCKHOLDERS'
      EQUITYPreferred
      stock of $.01 par value per shareAuthorized
      1,000,000 shares; none issued
              
              
              -
              
              
              
              -Common
      stock of $.01 par value per shareAuthorized
      20,000,000 shares; issued 2,542,042 shares
              
              
              25
              
              
              
              25Additional
      paid-in capital
              
              
              24,269
              
              
              
              24,263Retained
      earnings - substantially restricted
              
              
              30,852
              
              
              
              29,453Accumulated
      other comprehensive income
              
              
              1,823
              
              
              
              932Unearned
      ESOP shares
              
              
              (1,573
              )
              
              
              (1,796
              )Less
      treasury stock, at cost - 127,102 shares
              
              
              (1,329
              )
              
              
              -Total
      Stockholders' Equity
              
              
              54,067
              
              
              
              52,877Total Liabilities and
      Stockholders' Equity
              
              $
              494,233
              
              
              $
              480,811





See notes
to consolidated financial statements.


- 3
-




PART
      I - FINANCIAL INFORMATIONFIRST
      SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF INCOME(Unaudited)Three
      Months Ended
              
              
              Six
      Months EndedMarch
      31,
              
              
              March
      31,(In
      thousands, except share and per share data)
              
              2010
              
              
              2009
              
              
              2010
              
              
              2009INTEREST
      INCOMELoans,
      including fees
              
              $
              5,540
              
              
              $
              2,748
              
              
              $
              11,207
              
              
              $
              5,619Securities:Taxable
              
              
              875
              
              
              
              306
              
              
              
              1,642
              
              
              
              590Tax-exempt
              
              
              93
              
              
              
              32
              
              
              
              231
              
              
              
              51Dividend
      income
              
              
              15
              
              
              
              11
              
              
              
              32
              
              
              
              29Interest-bearing
      deposits with banks
              
              
              3
              
              
              
              1
              
              
              
              9
              
              
              
              15Total
      interest income
              
              
              6,526
              
              
              
              3,098
              
              
              
              13,121
              
              
              
              6,304INTEREST
      EXPENSEDeposits
              
              
              1,203
              
              
              
              1,000
              
              
              
              2,549
              
              
              
              2,215Repurchase
      agreements
              
              
              81
              
              
              
              -
              
              
              
              172
              
              
              
              -Borrowings
      from Federal Home Loan Bank
              
              
              227
              
              
              
              76
              
              
              
              457
              
              
              
              150Total
      interest expense
              
              
              1,511
              
              
              
              1,076
              
              
              
              3,178
              
              
              
              2,365Net
      interest income
              
              
              5,015
              
              
              
              2,022
              
              
              
              9,943
              
              
              
              3,939Provision
      for loan losses
              
              
              588
              
              
              
              69
              
              
              
              946
              
              
              
              128Net
      interest income after provision for loan losses
              
              
              4,427
              
              
              
              1,953
              
              
              
              8,997
              
              
              
              3,811NONINTEREST
      INCOMEService
      charges on deposit accounts
              
              
              368
              
              
              
              130
              
              
              
              779
              
              
              
              277Net
      gain on sales of mortgage loans
              
              
              34
              
              
              
              9
              
              
              
              43
              
              
              
              12Increase
      in cash surrender value of life insurance
              
              
              53
              
              
              
              44
              
              
              
              110
              
              
              
              93Commission
      income
              
              
              42
              
              
              
              -
              
              
              
              70
              
              
              
              -Other
      income
              
              
              40
              
              
              
              70
              
              
              
              260
              
              
              
              153Total
      noninterest income
              
              
              537
              
              
              
              253
              
              
              
              1,262
              
              
              
              535NONINTEREST
      EXPENSECompensation
      and benefits
              
              
              1,894
              
              
              
              885
              
              
              
              4,016
              
              
              
              1,864Occupancy
      and equipment
              
              
              552
              
              
              
              249
              
              
              
              1,084
              
              
              
              463Data
      processing
              
              
              497
              
              
              
              167
              
              
              
              733
              
              
              
              307Advertising
              
              
              68
              
              
              
              44
              
              
              
              161
              
              
              
              98Professional
      fees
              
              
              210
              
              
              
              90
              
              
              
              324
              
              
              
              186FDIC
      insurance premiums
              
              
              132
              
              
              
              8
              
              
              
              282
              
              
              
              16Charitable
      contributions
              
              
              5
              
              
              
              2
              
              
              
              8
              
              
              
              1,206Net
      (gain) loss on foreclosed real estate
              
              
              (5
              )
              
              
              8
              
              
              
              17
              
              
              
              36Other
      operating expenses
              
              
              690
              
              
              
              409
              
              
              
              1,383
              
              
              
              875Total
      noninterest expense
              
              
              4,043
              
              
              
              1,862
              
              
              
              8,008
              
              
              
              5,051Income
      (loss) before income taxes
              
              
              921
              
              
              
              344
              
              
              
              2,251
              
              
              
              (705
              )Income
      tax expense (benefit)
              
              
              221
              
              
              
              69
              
              
              
              659
              
              
              
              (340
              )Net Income
      (Loss)
              
              $
              700
              
              
              $
              275
              
              
              $
              1,592
              
              
              $
              (365
              )OTHER
      COMPREHENSIVE INCOME (LOSS), NET OF TAXUnrealized
      gain (loss) on securities:Unrealized
      holding gains (losses) arising during the period
              
              
              689
              
              
              
              (33
              )
              
              
              891
              
              
              
              156Less:
      reclassification adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Other
      comprehensive income (loss)
              
              
              689
              
              
              
              (33
              )
              
              
              891
              
              
              
              156Comprehensive
      Income (Loss)
              
              $
              1,389
              
              
              $
              242
              
              
              $
              2,483
              
              
              $
              (209
              )Net Income (Loss) per common
      share, basic
              
              $
              0.31
              
              
              $
              0.12
              
              
              $
              0.69
              
              
              $
              (0.16
              )Net Income (Loss) per common
      share, diluted
              
              $
              0.31
              
              
              $
              0.12
              
              
              $
              0.69
              
              
              $
              (0.16
              )Dividends per common
      share
              
              $
              -
              
              
              $
              -
              
              
              $
              0.08
              
              
              $
              -





See notes
to consolidated financial statements.


- 4
-




PART
      I - FINANCIAL INFORMATIONFIRST
      SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)Six
      Months EndedMarch
      31,(In
      thousands)
              
              2010
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
              
              $
              1,592
              
              
              $
              (365
              )Adjustments
      to reconcile net income (loss) to net cash providedby
      operating activities:Provision
      for loan losses
              
              
              946
              
              
              
              128Depreciation
      and amortization
              
              
              581
              
              
              
              165Amortization
      of premiums and accretion of discountson
      securities, net
              
              
              (6
              )
              
              
              69Mortgage
      loans originated for sale
              
              
              (2,783
              )
              
              
              (1,097
              )Proceeds
      on sale of mortgage loans
              
              
              3,138
              
              
              
              1,109Gain
      on sale of mortgage loans
              
              
              (43
              )
              
              
              (12
              )Net
      realized and unrealized gain on foreclosed real estate
              
              
              (101
              )
              
              
              -Increase
      in cash value of life insurance
              
              
              (110
              )
              
              
              (93
              )Deferred
      income taxes
              
              
              (2,136
              )
              
              
              (273
              )ESOP
      compensation expense
              
              
              233
              
              
              
              158Contribution
      of common stock to charitable foundation
              
              
              -
              
              
              
              1,100(Increase)
      decrease in accrued interest receivable
              
              
              73
              
              
              
              (120
              )Decrease
      in accrued interest payable
              
              
              (17
              )
              
              
              (11
              )Change
      in other assets and liabilities, net
              
              
              1,377
              
              
              
              893Net Cash Provided By Operating
      Activities
              
              
              2,744
              
              
              
              1,651CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of securities available for sale
              
              
              (33,508
              )
              
              
              (30,471
              )Proceeds
      from sales of securities available for sale
              
              
              3,666
              
              
              
              4,515Proceeds
      from maturities of securities available for sale
              
              
              14,573
              
              
              
              6,200Principal
      collected on mortgage-backed securities
              
              
              6,543
              
              
              
              1,493Net
      increase in loans
              
              
              (1,831
              )
              
              
              (5,551
              )Investment
      in cash surrender value of life insurance
              
              
              (1,200
              )
              
              
              -Proceeds
      from sale of foreclosed real estate
              
              
              736
              
              
              
              -Purchase
      of premises and equipment
              
              
              (219
              )
              
              
              (76
              )Net
      Cash Used In Investing Activities
              
              
              (11,240
              )
              
              
              (23,890
              )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) in deposits
              
              
              11,241
              
              
              
              (20,147
              )Net
      decrease in federal funds purchased
              
              
              (1,180
              )
              
              
              -Net
      decrease in repurchase agreements
              
              
              (209
              )
              
              
              -Increase
      in Federal Home Loan Bank line of credit
              
              
              227
              
              
              
              -Proceeds
      from Federal Home Loan Bank advances
              
              
              54,439
              
              
              
              15,550Repayment
      of Federal Home Loan Bank advances
              
              
              (51,644
              )
              
              
              (9,050
              )Net
      decrease in advance payments byborrowers
      for taxes and insurance
              
              
              (140
              )
              
              
              (201
              )Purchase
      of treasury stock
              
              
              (1,329
              )
              
              
              -Dividends
      paid
              
              
              (193
              )
              
              
              -Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              21,160Net Cash Provided By Financing
      Activities
              
              
              11,212
              
              
              
              7,312Net
      Increase (Decrease) in Cash and Cash Equivalents
              
              
              2,716
              
              
              
              (14,927
              )Cash
      and cash equivalents at beginning of period
              
              
              10,404
              
              
              
              21,379Cash
      and Cash Equivalents at End of Period
              
              $
              13,120
              
              
              $
              6,452





See notes
to consolidated financial statements.


- 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”.





The Bank
has three-wholly owned subsidiaries: First Savings Investments, Inc., a Nevada
corporation that manages a securities portfolio, Southern Indiana Financial
Corporation, which sells non-deposit investment products, and FFCC, Inc., which
is currently inactive.





In the
opinion of management, the unaudited consolidated financial statements include
all adjustments considered necessary to present fairly the financial position as
of March 31, 2010, and the results of operations and the cash flows for the
three- and six-month periods ended March 31, 2010 and 2009.  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 U.S. generally accepted accounting principles
(“GAAP”) 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 Company’s audited consolidated financial statements
and related notes for the year ended September 30, 2009 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.
            Acquisition
      of Community First Bank





On
September 30, 2009, the Company acquired 100 percent of the outstanding common
shares of Community First Bank (“Community First”), a full service community
bank located in Corydon, Indiana, pursuant to an Agreement and Plan of
Reorganization dated April 28, 2009.  The acquisition was recorded
using the purchase method of accounting and was effective at the close of
business on September 30, 2009.  Accordingly, the results of
operations of Community First have been included in the Company’s results of
operations since the date of acquisition.  The acquisition expanded
the Company’s presence into Harrison, Crawford and Washington Counties,
Indiana.  The Company expects to benefit from growth in this market
area as well as from expansion of the banking services provided to the existing
customers of Community First.


- 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 outstanding during the three-
and six-month periods ended March 31, 2010 and 2009.





Three Month Ended
                        
                        
                        Six Months EndedMarch 31,
                        
                        
                        March 31,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009(Dollars in thousands, except per share data)Earnings:Net
      income (loss)
                        
                        $
                        700
                        
                        
                        $
                        275
                        
                        
                        $
                        1,592
                        
                        
                        $
                        (365
                        )Shares:Weighted
      average common shares outstanding
                        
                        
                        2,255,803
                        
                        
                        
                        2,352,247
                        
                        
                        
                        2,302,606
                        
                        
                        
                        2,268,387Net
      income (loss) per common share, basic and diluted
                        
                        $
                        0.31
                        
                        
                        $
                        0.12
                        
                        
                        $
                        0.69
                        
                        
                        $
                        (0.16
                        )


- 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 six-month periods ended March 31, 2010 and 2009:





ThreeMonths
                                Ended
                              
                              
                              SixMonths
                                EndedMarch31,
                              
                              
                              March31,2010
                              
                              
                              2009
                              
                              
                              2010
                              
                              
                              2009(In thousands)
                              
                              
                              (In thousands)Unrealized
      gains (losses) on securities:Unrealized
      holding gains (losses) arising during the period
                              
                              $
                              1,141
                              
                              
                              $
                              (54
                              )
                              
                              $
                              1,475
                              
                              
                              $
                              258Income
      tax (expense) benefit
                              
                              
                              (452
                              )
                              
                              
                              21
                              
                              
                              
                              (584
                              )
                              
                              
                              (102
                              )Net
      of tax amount
                              
                              
                              689
                              
                              
                              
                              (33
                              )
                              
                              
                              891
                              
                              
                              
                              156Less:  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
                              
                              $
                              689
                              
                              
                              $
                              (33
                              )
                              
                              $
                              891
                              
                              
                              $
                              156





5.           Supplemental
Disclosures of Cash Flow Information





Six Months EndedMarch 31,2010
                    
                    
                    2009(In
      thousands)Cash
      payments for:Interest
                    
                    $
                    4,333
                    
                    
                    $
                    2,376Taxes
                    
                    
                    270
                    
                    
                    
                    80Transfers
      from loans to foreclosed real estate
                    
                    
                    329
                    
                    
                    
                    366Proceeds
      from sales of foreclosed real estate financed through
loans
                    
                    
                    403
                    
                    
                    
                    -


- 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 Accounting Standards
Codification (“ASC”) Topic 820 (formerly 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 GAAP; it does not create or modify any current GAAP requirements to apply
fair value accounting.  ASC Topic 820 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.





Fair
value is defined 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.  The standard 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.  The table below
presents the balances of financial assets measured at fair value on a recurring
and nonrecurring basis as of March 31, 2010.  The Company had no
liabilities measured at fair value as of March 31, 2010.


- 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
                  
                  $
                  86
                  
                  
                  $
                  83,891
                  
                  
                  $
                  -
                  
                  
                  $
                  83,977Interest
      rate cap contract
                  
                  
                  -
                  
                  
                  
                  129
                  
                  
                  
                  -
                  
                  
                  
                  129Assets
      Measured - Nonrecurring BasisImpaired
      loans
                  
                  
                  -
                  
                  
                  
                  6,013
                  
                  
                  
                  -
                  
                  
                  
                  6,013Foreclosed
      real estate
                  
                  
                  -
                  
                  
                  
                  881
                  
                  
                  
                  -
                  
                  
                  
                  881





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.





Derivative
Financial Instruments.Derivative
financial instruments consist of an interest rate cap contract.  As
such, significant fair value inputs can generally be verified by counterparties
and do not typically involve significant management judgments (Level 2
inputs).


- 10
-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





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.





Foreclosed Real
Estate Held for Sale.  Foreclosed real estate held for sale is
reported at the lower of cost or fair value less estimated costs to dispose of
the property using Level 2 inputs.  The fair values are determined by
real estate appraisals using valuation techniques consistent with the market
approach using recent sales of comparable properties.  In cases where
such inputs are unobservable, the balance is reflected within the Level 3
hierarchy.





There
were no transfers into or out of the Company's Level 3 financial assets for the
six-month period ended March 31, 2010.  In addition, there were no
transfers into or out of Levels 1 and 2 of the fair value hierarchy during the
six-month period ended March 31, 2010.


- 11
-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





GAAP
requires disclosure of fair value information about financial instruments for
interim reporting periods, whether or not recognized in the consolidated balance
sheet.  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.  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:





March 31, 2010
                  
                  
                  September 30, 2009Carrying
                  
                  
                  Fair
                  
                  
                  Carrying
                  
                  
                  FairAmount
                  
                  
                  Value
                  
                  
                  Amount
                  
                  
                  Value(In
      thousands)Financial
      assets:Cash
      and due from banks
                  
                  $
                  8,632
                  
                  
                  $
                  8,632
                  
                  
                  $
                  8,359
                  
                  
                  $
                  8,359Interest-bearing
      deposits in banks
                  
                  
                  4,488
                  
                  
                  
                  4,488
                  
                  
                  
                  2,045
                  
                  
                  
                  2,045Securities
      available for sale
                  
                  
                  83,977
                  
                  
                  
                  83,977
                  
                  
                  
                  72,580
                  
                  
                  
                  72,580Securities
      held to maturity
                  
                  
                  5,545
                  
                  
                  
                  5,789
                  
                  
                  
                  6,782
                  
                  
                  
                  7,054Loans,
      net
                  
                  
                  354,723
                  
                  
                  
                  364,819
                  
                  
                  
                  353,823
                  
                  
                  
                  360,157Mortgage
      loans held for sale
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  317
                  
                  
                  
                  317Federal
      Home Loan Bank stock
                  
                  
                  4,170
                  
                  
                  
                  4,170
                  
                  
                  
                  4,170
                  
                  
                  
                  4,170Accrued
      interest receivable
                  
                  
                  2,027
                  
                  
                  
                  2,027
                  
                  
                  
                  2,100
                  
                  
                  
                  2,100Financial
      liabilities:Deposits
                  
                  
                  362,057
                  
                  
                  
                  367,030
                  
                  
                  
                  350,816
                  
                  
                  
                  354,194Federal
      funds purchased
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,180
                  
                  
                  
                  1,180Short-term
      repurchase agreements
                  
                  
                  1,308
                  
                  
                  
                  1,308
                  
                  
                  
                  1,304
                  
                  
                  
                  1,304Long-term
      repurchase agreements
                  
                  
                  15,722
                  
                  
                  
                  15,728
                  
                  
                  
                  15,935
                  
                  
                  
                  15,935Borrowings
      from Federal Home Loan Bank
                  
                  
                  58,795
                  
                  
                  
                  58,955
                  
                  
                  
                  55,773
                  
                  
                  
                  56,184Accrued
      interest payable
                  
                  
                  499
                  
                  
                  
                  499
                  
                  
                  
                  516
                  
                  
                  
                  516Advance
      payments by borrowers for taxes and insurance
                  
                  
                  201
                  
                  
                  
                  202
                  
                  
                  
                  341
                  
                  
                  
                  348Derivative
      financial instruments included in other assets:Interest
      rate cap
                  
                  
                  129
                  
                  
                  
                  129
                  
                  
                  
                  202
                  
                  
                  
                  202Off-balance-sheet
      financial instruments:Asset
      (liability) related to commitments to extend credit
                  
                  
                  -
                  
                  
                  
                  118
                  
                  
                  
                  -
                  
                  
                  
                  39





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:


- 12
-





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
marketable equity securities, the fair values are based on quoted market
prices.  For debt securities, the Company obtains fair value
measurements from an independent pricing service 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.  For Federal
Home Loan Bank  (FHLB) stock, a restricted equity security, the
carrying amount is a reasonable estimate of fair value because it 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.





Borrowed
Funds





Borrowed
funds include repurchase agreements and borrowings from the
FHLB.  Fair value for advances and long-term repurchase agreements is
estimated by discounting the future cash flows at current interest rates for
advances of similar maturities.  For federal funds purchased,
short-term repurchase agreements and FHLB line of credit borrowings, the
carrying value is a reasonable estimate of fair value.





Derivative
Financial Instruments





For
derivative financial instruments, the fair values generally represent an
estimate of the amount the Company would receive or pay upon termination of the
agreement at the reporting date, taking into account the current interest rates,
and exclusive of any accrued interest.





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.


- 13
-


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.





Six Months EndedMarch 31,2010
                      
                      
                      2009(In
      thousands)Net
      periodic benefit expense:Service
      cost
                      
                      $
                      -
                      
                      
                      $
                      -Interest
      cost on projected benefit obligation
                      
                      
                      149
                      
                      
                      
                      188Expected
      return on plan assets
                      
                      
                      (72
                      )
                      
                      
                      (188
                      )Amortization
      of transition asset
                      
                      
                      -
                      
                      
                      
                      -Amortization
      of prior service cost
                      
                      
                      -
                      
                      
                      
                      -Amortization
      of unrecognized gain
                      
                      
                      (2
                      )
                      
                      
                      -Net
      periodic benefit expense
                      
                      $
                      75
                      
                      
                      $
                      -Other
      changes in plan assets and benefit obligations recognized in other
      comprehensive income:Amortization
      of transition asset
                      
                      
                      -
                      
                      
                      
                      -Amortization
      of prior service cost
                      
                      
                      -
                      
                      
                      
                      -Total
      recognized in other comprehensive income
                      
                      
                      -
                      
                      
                      
                      -Total
      recognized in net periodic pension benefit expense and other comprehensive
      income
                      
                      $
                      75
                      
                      
                      $
                      -





The Bank
made no contributions to the Plan for the six-month period ended March 31, 2010
and 2009.  Effective June 30, 2008, the Bank curtailed the accrual of
benefits for active participants in the Plan.    As a result
of the curtailment, each active participant’s pension benefit was determined
based on the participant’s compensation and duration of employment as of June
30, 2008, and compensation and employment after that date was not taken into
account in determining pension benefits under the Plan.  In April
2010, the Bank received approval from the Internal Revenue Service to terminate
the Plan.  The termination of the Plan and the settlement of all Plan
obligations resulted in the allocation of excess Plan assets to the active Plan
participants.  As a result of the Plan termination and settlement, the
Company will recognize a one-time charge to expense of approximately $433,000,
net of income tax effect, for the quarter ending June 30, 2010.


- 14
-


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’s
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 six-month periods ended March 31, 2010
amounted to $44,000 and $233,000, respectively.  Compensation expense
recognized for the three- and six-month periods ended March 31, 2009 amounted to
$32,000 and $158,000, respectively.  Company common stock held by the
ESOP trust at March 31, 2010 was as follows:





Allocated
      shares
                  
                  
                  46,019Unearned
      shares
                  
                  
                  157,344Total
      ESOP shares
                  
                  
                  203,363Fair
      value of unearned shares
                  
                  $
                  1,965,227





9.
            Equity
      Incentive Plan





In
December 2009, the Company adopted the 2010 Equity Incentive Plan
(“Plan”).  The Company’s shareholders approved the Plan in February
2010.  The Plan provides for the award of stock options, restricted
shares and performance shares.  The aggregate number of shares of the
Company’s common stock available for issuance under the Plan may not exceed
355,885 shares.  The Company may grant both non-statutory and statutory
stock options that may not have a term exceeding ten years.  An award of a
performance share is a grant of a right to receive shares of the Company’s
common stock contingent upon the achievement of specific performance criteria or
other objectives set at the grant date.  Awards granted under the Plan may
be granted either alone, in addition to, or in tandem with any other award
granted under the Plan.  As of March 31, 2010, no awards had been granted
under the Plan.  In April 2010, the Company funded a trust, administered by
an independent trustee, which acquired 101,681 common shares in the open market
at a price per share of $13.60 for a total cost of $1.4 million.  It is the
intention of the Company to issue these shares as restricted stock under the
Plan during the quarter ending June 30, 2010.  Compensation expense will be
recognized ratably over the vesting period for grants made under the
Plan.


- 15
-


FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





10.
            Recent
      Accounting Pronouncements





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





In June
2009, the Financial Accounting Standards Board (“FASB”) issued two standards
which change the way entities account for securitizations and special-purpose
entities:  SFAS No. 166, Accounting for Transfers of
Financial Assets, (ASC Topic 860)and SFAS No. 167, Amendments to FASB Interpretation
No. 46(R), (ASC Topic 810).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 beginning
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 position or results of operations.





In
January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures (Topic 820) – Improving Disclosures about Fair
Value Measurements. This Accounting Standards Update (“ASU”) provides
amendments to ASC Topic 820 to provide users of financial statements with
additional information regarding fair value.  New disclosures required
by the ASU include disclosures of significant transfers between Level 1 and
Level 2 and the reasons for such transfers, disclosure of the reasons for
transfers in or out of Level 3 and that significant transfers into Level 3 be
disclosed separately from significant transfers out of Level 3, and disclosure
of the valuation techniques used in connection with Level 2 and Level 3
valuations and the reason for any changes in valuation methods.  This
ASU will generally be effective for interim and annual periods beginning after
December 15, 2009.  However, disclosures of purchases, sales,
issuances, and settlements in the roll forward activity in Level 3 fair value
measurements will be effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years.  The adoption
of this ASU did not have a material effect on the Company’s consolidated
financial position or results of operations.


- 16
-





FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





In
February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition
and Disclosure Requirements.  The amendments in the ASU remove
the requirement for companies that are subject to the periodic reporting
requirements of the Exchange Act to disclose a date through which subsequent
events have been evaluated in both issued and revised financial
statements.  Revised financial statements include financial statements
revised as a result of either correction of an error or retrospective
application of GAAP.  The FASB believes these amendments alleviate
potential conflicts with the SEC’s requirements.  All of the
amendments in the ASU were effective upon issuance, except for the use of the
issued date for conduit debt obligors, which will be effective for interim or
annual periods ending after June 15, 2010.  The adoption of this ASU
did not have a material effect on the Company’s consolidated financial position
or results of operations.


- 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; the ability to successfully
integrate the operations of Community First; 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, 2009 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 six-month period ended March 31, 2010, 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, 2009.





Comparison
of Financial Condition at March 31, 2010 and September 30, 2009





Cash and Cash
Equivalents.  Cash and cash equivalents increased from $10.4
million at September 30, 2009 to $13.1 million at March 31, 2010, primarily due
to an increase of $2.4 million in interest-bearing deposits with
banks.





Loans.  Net
loans receivable increased $900,000 from $353.8 million at September 30, 2009 to
$354.7 million at March 31, 2010, primarily due to increases in nonresidential
permanent and construction mortgage loans of $2.0 million, multi-family
residential mortgage loans of $2.7 million and commercial business loans of $2.9
million, partially offset by decreases in consumer loans of $3.5 million and
residential permanent and construction loans of $3.5
million.  Management has continued to emphasize the origination of
commercial loans in 2010, given the increase in commercial lending personnel as
a result of the Community First acquisition.


- 18
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Securities
Available for Sale.  Securities available for sale increased
$11.4 million from $72.6 million at September 30, 2009 to $84.0 million at March
31, 2010 due primarily to purchases of $33.5 million, partially offset by sales
of $3.7 million, maturities and calls of $14.6 million and principal repayments
of $5.3 million.  The increase in securities available for sale,
primarily in U.S. government agency and municipal securities, was funded by
increases in deposits and borrowings.





Securities Held
to Maturity.  Investment securities held-to-maturity decreased
$1.3 million from $6.8 million at September 30, 2009 to $5.5 million at March
31, 2010 due primarily to principal repayments on mortgage-backed
securities.





Other
Assets.  Cash surrender value of life insurance increased from
$3.9 million at September 30, 2009 to $5.2 million at March 31, 2010 primarily
as the result of a $1.2 million investment in bank-owned life insurance during
October 2009.





Deposits.  Total
deposits increased $11.3 million from $350.8 million at September 30, 2009 to
$362.1 million at March 31, 2010 primarily due to increases in
noninterest-bearing demand deposit accounts of $7.9 million, interest-bearing
demand deposit accounts of $6.7 million, savings deposit accounts of $1.7
million and money market deposit accounts of $461,000, partially offset by a
decrease in certificates of deposit of $5.6 million during the
period.  The increase in noninterest-bearing demand deposit accounts
and corresponding decrease in certificates of deposit is due primarily to
certificates of deposit held by the defined benefit plan totaling $6.4 million
that were closed and the funds transferred to a noninterest-bearing demand
deposit account on March 31, 2010 in anticipation of the termination of the plan
in April 2010 (see Note 7 to the consolidated financial
statements).  The increase in interest-bearing demand deposit accounts
occurred primarily in public fund and business checking accounts.





Borrowings.  Borrowings
from FHLB increased $3.0 million from $55.8 million at September 30, 2009 to
$58.8 million at March 31, 2010, which was used primarily to fund purchases of
securities available for sale.  Management determined that utilizing a
certain level of FHLB advances as a funding source alternative to certificates
of deposit was advantageous given the lower interest rate environment for
advances.  Federal funds purchased decreased $1.2 million from
September 30, 2009 due to the full repayment of these borrowings as of March 31,
2010.





Stockholders’
Equity. Stockholders’ equity increased $1.2 million from $52.9 million at
September 30, 2009 to $54.1 million at March 31, 2010.  The increase
was due primarily to $1.4 million of retained net earnings, an $891,000 increase
in accumulated other comprehensive income representing the net unrealized gains
on available for sale securities and $223,000 for ESOP shares released during
the six-month period, partially offset by the open market repurchase of $1.3
million of common stock recorded as treasury stock.  During the
quarter ended December 31, 2009, the Company declared a special dividend of
$0.08 per share, totaling $193,000, which was paid to shareholders of record as
of the close of business on January 4, 2010.


- 19
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Results
of Operations for the Three Months Ended March 31, 2010 and 2009





Overview.  The
Company reported net income of $700,000 ($0.31 per share) for the three-month
period ended March 31, 2010, compared to net income of $275,000 ($0.12 per
share) for the same period in 2009.  The Company recognized one-time
pretax charges of approximately $284,000 in connection with the early
termination of a Community First core processing contract and professional fees
of $48,000 in connection with the conversion of the Bank’s core operating system
during the quarter ended March 31, 2010. Had these nonrecurring expenses not
occurred, the Company would have recognized net income of $904,000, or $0.40 per
diluted share, for the quarter ended March 31, 2010.





Net Interest
Income.  Net interest income increased $3.0 million, or 149.7%,
for the three months ended March 31, 2010 compared to the same period in
2009.  The increase is primarily due to an increase in the
tax-equivalent interest rate spread from 3.30% for 2009 to 4.41% for 2010, as
average interest-earnings assets increased $233.8 million and average
interest-bearing liabilities increased $241.0 million.  The increases
in the tax-equivalent interest rate spread, average interest-earning assets and
average interest-bearing liabilities are due primarily to the acquisition of
Community First.





Total interest income increased $3.4
million, or 110.7%, as a result of an increase in average interest-earning
assets of $233.8 million, or 108.7%, from $215.0 million for the three months
ended March 31, 2009 to $448.8 million for the three months ended March 31,
2010.  The average tax equivalent yield on interest-earning assets was
5.82% for 2009 compared to 5.88% for 2010.  Average loans, investment
securities, FHLB stock and interest-bearing deposits with banks increased $174.6
million, $56.1 million, $2.8 million and $257,000, respectively.





Total
interest expense increased $435,000, or 39.5%, as a result of an increase in
average interest-bearing liabilities of $241.0 million from $170.7 million for
the three months ended March 31, 2009 to $411.7 million for the three months
ended March 31, 2010, which more than offset a decrease in the average cost of
funds from 2.52% in 2009 to 1.47% in 2010.  The average cost of
interest-bearing liabilities decreased for 2010 primarily as a result of lower
market interest rates as compared to 2009, the repricing of certificates of
deposit at lower market interest rates as they matured, the utilization of
lower-cost FHLB advances as a source of funding and the assumption of lower cost
liabilities of Community First.





Provision for
Loan Losses.  The provision for loan losses was $588,000 for
the three months ended March 31, 2010 compared to $69,000 for the same period in
2009.  The increase in the provision for loan losses is primarily due
to an increase in nonperforming loans during the quarter ended March 31, 2010.





Gross
loans receivable increased $177.5 million from $181.5 million at March 31, 2009
to $359.0 million at March 31, 2010, primarily due to the acquisition of
Community First.  Residential mortgage, nonresidential mortgage,
commercial business, construction, and automobile loans increased most
significantly, by $72.9 million, $29.9 million, $22.3 million, $17.1 million and
$13.4 million, respectively, when comparing the two periods.


- 20
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Nonperforming
loans increased $4.7 million from $2.6 million at March 31, 2009 to $7.3 million
at March 31, 2010, of which $2.9 million were acquired in the acquisition of
Community First, including two relationships totaling $1.2 million that are
secured by commercial real estate and one relationship of $280,000 that is
secured by stock of a closely held business.  In addition to the
Community First loans, the increase in nonperforming loans for the quarter ended
March 31, 2010 was due primarily to one relationship totaling $1.1 million that
is secured by a principal residence, two fully-completed single-family
speculative construction properties and a commercial building.





The
balance of nonperforming loans at March 31, 2010 includes nonaccrual loans of
$7.0 million and loans totaling $226,000 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 March 31, 2010 consists of commercial business loans ($820,000),
consumer loans ($193,000), residential mortgage loans ($3.8 million),
nonresidential mortgage loans ($1.9 million), and land and land development
loans ($360,000).  Nonaccrual residential mortgage loans totaling $3.8
million include loans secured by owner occupied, one-to-four family residences
($2.1 million), non-owner occupied, one-to-four family investment properties
($648,000) and speculative construction homes ($1.0 million).  The
nonaccrual non-owner occupied, residential mortgage loans are spread across four
unrelated borrowing relationships.





Net
charge-offs were $234,000 for the three months ended March 31, 2010 compared to
net recoveries of $23,000 for the same period in 2009.





The
allowance for loan losses was $4.3 million at March 31, 2010 compared to $3.7
million at September 30, 2009 and $1.6 million at March 31,
2009.  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.





Noninterest
Income.  Noninterest income increased $284,000 for the
three-month period ended March 31, 2010 as compared to the same period in
2009.  The increase was primarily due to increases in service charges
on deposit accounts of $238,000 (primarily due to fees earned on acquired
Community First accounts) and commission income on non-deposit products of
$42,000.





Noninterest
Expense.  Noninterest expense increased $2.2 million to $4.0
million for 2010 compared to $1.8 million for the same period in
2009.  Compensation and benefits expense increased $1.0 million
primarily due to additional personnel resulting from the Community First
acquisition. Occupancy and equipment expense and FDIC insurance premiums
increased $303,000 and $124,000, respectively, when comparing the two periods,
primarily as a result of the Community First acquisition and an industry-wide
increase in FDIC insurance premiums.  Data processing expenses
increased $330,000, also primarily as a result of the Community First
acquisition, including the one-time charge of approximately $284,000 in
connection with the early termination of a Community First core processing
contract. Professional fees increased $120,000 primarily as the result of
professional fees in connection with the conversion of the Bank’s core operating
system. Other operating expense increased $281,000 when comparing the two
periods, also primarily as a result of the Community First acquisition,
including amortization of the acquired core deposit intangible of
$73,000.


- 21
-


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 income tax expense of $221,000
for the three months ended March 31, 2010 for an effective tax rate of 24.0%,
compared to $69,000 for the three months ended March 31, 2009 for an effective
tax rate of 20.1%.





Results
of Operations for the Six Months Ended March 31, 2010 and 2009





Overview.  The
Company reported net income of $1.6 million ($0.69 per share) for the six-month
period ended March 31, 2010, compared to a net loss of $365,000 ($0.16 per
share) for the same period in 2009.  Had the nonrecurring expenses for
the quarter ended March 31, 2010 previously discussed not occurred, the Company
would have recognized net income of $1.8 million or $0.78 per diluted share, for
the six months ended March 31, 2010.  The primary factor for the net
loss in 2009 was the $1.2 million ($731,000, net of tax) one-time contribution
to First Savings Charitable Foundation in October 2008.





Net Interest
Income.  Net interest income increased $6.0 million, or 153.9%,
for the six months ended March 31, 2010 compared to the same period in
2009.  The increase is primarily due to an increase in the
tax-equivalent interest rate spread from 3.15% for 2009 to 4.40% for 2010, as
average interest-earnings assets increased $232.0 million and average
interest-bearing liabilities increased $237.0 million.  The increases
in the tax-equivalent interest rate spread, average interest-earning assets and
average interest-bearing liabilities are due primarily to the acquisition of
Community First.





Total interest income increased $6.8
million, or 108.1%, as a result of an increase in average interest-earning
assets of $232.0 million, or 108.5%, from $213.8 million for the six months
ended March 31, 2009 to $445.8 million for the six months ended March 31,
2010.  The average tax equivalent yield on interest-earning assets was
5.94% for 2009 compared to 5.96% for 2010.  Average loans, investment
securities, FHLB stock and interest-bearing deposits with banks increased $175.9
million, $54.9 million, and $2.8 million, respectively, while average
interest-bearing deposits with banks decreased $1.7 million.





Total
interest expense increased $813,000, or 33.9%, as a result of an increase in
average interest-bearing liabilities of $237.0 million from $169.5 million for
the six months ended March 31, 2009 to $406.5 million for the six months ended
March 31, 2010, which more than offset a decrease in the average cost of funds
from 2.79% in 2009 to 1.56% in 2010.  The average cost of
interest-bearing liabilities decreased for 2010 primarily as a result of lower
market interest rates as compared to 2009, the repricing of certificates of
deposit at lower market interest rates as they matured, the utilization of
lower-cost FHLB advances as a source of funding and the assumption of lower cost
liabilities of Community First.





Provision for
Loan Losses.  The provision for loan losses was $946,000 for
the six months ended March 31, 2010 compared to $128,000 for the same period in
2009.  As discussed above, the primary factor for the increased
provision for loan losses for 2010 was an increase in nonperforming loans during
the period ended March 31, 2010.  Net charge-offs were $353,000 for
the six months ended March 31, 2010 compared to $222,000 for the same period in
2009.





Noninterest
Income.  Noninterest income increased $727,000 for the
six-month period ended March 31, 2010 as compared to the same period in
2009.  The increase was primarily due to increases in service charges
on deposit accounts of $502,000, commission income on non-deposit products of
$70,000 and other income of $107,000 primarily as a result of the Community
First acquisition.


- 22
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





Noninterest
Expense.Noninterest expense
increased $3.0 million to $8.0 million for 2010 compared to $5.0 million for the
same period in 2009.  Compensation and benefits expense increased $2.2
million primarily due to additional personnel resulting from the Community First
acquisition. Occupancy and equipment expense and FDIC insurance premiums
increased $621,000 and $266,000, respectively, when comparing the two periods,
primarily as a result of the Community First acquisition and an industry-wide
increase in FDIC insurance premiums. Data processing expenses increased
$426,000, also primarily as a result of the Community First acquisition,
including the one-time charge of approximately $284,000 in connection with the
early termination of a Community First core processing contract. Professional
fees increased $138,000 primarily as the result of professional fees in
connection with the conversion of the Bank’s core operating system. Other
operating expense increased $508,000, when comparing the two periods, also
primarily as a result of the Community First acquisition, including amortization
of the acquired core deposit intangible of $147,000. Charitable contributions
decreased $1.2 million when comparing the two periodsdue tothe $1.2 million one-time contribution
to the First Savings Charitable Foundation during October 2008.





Income Tax
Expense.  The Company recognized income tax expense of $659,000
for the three months ended March 31, 2010 compared to an income tax benefit of
$340,000 for the six months ended March 31, 2009. The tax benefit for the period
ended March 31, 2009 was primarily due to increased deferred tax assets related
to the temporary timing difference generated by the $1.2 million charitable
contribution to the First Savings Charitable Foundation.  The
effective tax rate was 29.3% for the six-month period ended March 31,
2010.





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 FHLB
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 March 31, 2010, the Bank had cash and cash
equivalents of $13.1 million and securities available-for-sale with a fair value
of $84.0 million.  If the Bank requires funds beyond its ability to
generate them internally, it has additional borrowing capacity with the FHLB 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 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.


- 23
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 2





MANAGEMENT’S
DISCUSSION AND


ANALYSIS
OF FINANCIAL CONDITION AND


RESULTS
OF OPERATIONS





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, to pay
any dividends and to repurchase any of its outstanding common
stock.  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 (“OTS”) but with prior notice to OTS,
cannot exceed net income for that year to date plus retained net income (as
defined) for the preceding two calendar years.  At March 31, 2010, the
Company had liquid assets of $5.4 million.





Capital
Management.  The Bank is required to maintain specific amounts
of capital pursuant to OTS regulatory requirements.  As of March 31,
2010, the Bank was in compliance with all regulatory capital requirements that
were effective as of such date, with tangible, core and risk-based capital
ratios of 7.76%, 7.76% and 11.74%, respectively.  The regulatory
requirements at that date were 1.5%, 3.0% and 8.0%, respectively.  At
March 31, 2010, 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 GAAP, 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,
2009.





For the
six months ended March 31, 2010, 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.


- 24
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I – ITEM 3





QUANTITATIVE
AND QUALITATIVE DISCLOSURES


ABOUT
MARKET RISK





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.


- 25
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I – ITEM 3





QUANTITATIVE
AND QUALITATIVE DISCLOSURES


ABOUT
MARKET RISK





The
following table is provided by the OTS and sets forth the change in the Bank’s
NPV at December 31, 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. Given the timing of the release
of this information by the OTS, information as of March 31, 2010 is unavailable
for inclusion in this report.





At December 31, 2009Net Portfolio Value
                  
                  
                  Net Portfolio Value as aDollar
                  
                  
                  Dollar
                  
                  
                  Percent
                  
                  
                  Percent of Present Value of AssetsChange in Rates
                  
                  Amount
                  
                  
                  Change
                  
                  
                  Change
                  
                  
                  NPV Ratio
                  
                  
                  Change(Dollars in thousands)300bp
                  
                  $
                  55,165
                  
                  
                  $
                  (7,755
                  )
                  
                  
                  (12
                  )%
                  
                  
                  11.13
                  %
                  
                  
                  (111
                  )bp200bp
                  
                  
                  59,228
                  
                  
                  
                  (3,692
                  )
                  
                  
                  (6
                  )
                  
                  
                  11.77
                  
                  
                  
                  (47
                  )bp100bp
                  
                  
                  61,986
                  
                  
                  
                  (934
                  )
                  
                  
                  (1
                  )
                  
                  
                  12.17
                  
                  
                  
                  (7
                  )bpStatic
                  
                  
                  62,920
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12.24
                  
                  
                  
                  -
                  bp(100)bp
                  
                  
                  62,585
                  
                  
                  
                  (335
                  )
                  
                  
                  (1
                  )
                  
                  
                  12.10
                  
                  
                  
                  (14
                  )bp





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 or 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 March 31, 2010, approximately
67.2% 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 table. 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.


- 26
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
I - ITEM 4





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 March 31, 2010, there were no changes in the Company's
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.


- 27
-


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, 2009 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





None.





Item
      3.
            Defaults
      upon Senior Securities





Not
applicable.


- 28
-


FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
II





OTHER
INFORMATION





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





The
Annual Meeting of Shareholders of the Company was held on February 24,
2010.  There were 2,414,940 shares entitled to vote as of the December
31, 2009 record date.  Holders of 2,209,230 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 as directors, each for a three-year
      term ending in 2013:





Vote
                  
                  
                  VoteName
                  
                  For
                  
                  
                  WithheldCecile
      A. Blau
                  
                  
                  1,455,747
                  
                  
                  
                  275,438Douglas
      A. York
                  
                  
                  1,455,052
                  
                  
                  
                  276,133John
      P. Lawson, Jr.
                  
                  
                  1,423,284
                  
                  
                  
                  307,901Frank
      N. Czeschin
                  
                  
                  1,433,589
                  
                  
                  
                  297,596





Directors
Robert E. Libs, Michael F. Ludden, Larry W. Myers and Vaughn K.Timberlake have
terms ending in 2011, and directors Charles E. Becht, Jr., GeraldWayne Clapp,
Jr., and Samuel E. Eckart have terms ending in 2012.





2.
            The
      approval of the First Savings Financial Group, Inc. 2010 Equity Incentive
      Plan





For:
1,111,866;   Against: 582,879;   Abstain:
36,940





There
were 558,595 broker non-votes.





3.
            The
      ratification of the appointment of Monroe Shine & Co., Inc. as the
      independent registered public accounting firm for the Company for the
      fiscal year ending September 30,
2010:





For:
2,074,407;   Against: 107,470;   Abstain:
27,353





There
were no broker non-votes.


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FIRST
SAVINGS FINANCIAL GROUP, INC.


PART
II





OTHER
INFORMATION





Item
      5.
            Other
      Information





None.





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
    Officer





31.2
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer





32.1
              Section
      1350 Certification of Chief Executive
Officer





32.2
            Section
      1350 Certification of Chief Financial
Officer







(1)
              Incorporated
      herein by reference to the exhibits to the Company’s Registration
      Statement on Form S-1 (File No. 333-151636), as amended, initially filed
      with the Securities and Exchange Commission on June 13,
    2008.


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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)DatedMay
      14, 2010
                  BY:
                  /s/
      Larry W. MyersLarry
      W. MyersPresident
      and Chief Executive OfficerDatedMay
      14, 2010
                  BY:
                  /s/
      Anthony A. SchoenAnthony
      A. SchoenChief
      Financial
Officer


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