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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)
      [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT  OF 1934 [No Fee Required]

For the Fiscal Year Ended December 31, 1997
                          -----------------

      [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

             For the transition period from __________ to __________

                         Commission file number: 0-27980

                          POTTERS FINANCIAL CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

             OHIO                                               34-1817924
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                    519 Broadway, East Liverpool, Ohio 43920
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)
                    Issuer's telephone number: (330) 385-0770
                                               --------------

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None
                                      ----

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                           Common Shares, no par value
                           ---------------------------
                                (Title of Class)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements of the past 90 days.
Yes  X   No    .
    ---    ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for the fiscal year ended December 31, 1997,
totaled $8,939,000.

         Based upon information regarding the last sales price provided by The
Nasdaq Stock Market, the aggregate market value of the voting stock held by
non-affiliates of the Registrant on February 27, 1998, was $14,770,847.

                     As of February 27, 1998, 976,436 of the
               issuer's common shares were issued and outstanding.

                         Index to Exhibits is on page 4
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ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                   Item 3.    Amended Articles of Incorporation and Code of
                              Regulations

                   Item 10.   Material contracts

                   Item 11.   Statement re: computation of per share earnings

                   Item 20.   Proxy Statement for the 1998 Annual Meeting of
                              Shareholders

                   Item 21.   Subsidiaries of Registrant

                   Item 23.   Consent of Independent Accountants

                   Item 27.   Financial Data Schedules*

                   Item 99.   Safe Harbor Under the Private Securities
                              Litigation Reform Act of 1995

         (b)      No current report on Form 8-K was filed by PFC during the
                  fourth quarter of 1997.

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* Amended and Restated Financial Data Schedule for the year ended December 31,
  1996 is filed herewith.

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                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          Potters Financial Corporation

                                          By /s/ Edward L. Baumgardner
                                             -----------------------------------
                                              Edward L. Baumgardner
                                              President, Chief Executive Officer
                                              and Director

                                          Date:  March 26, 1998

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<TABLE>
                                INDEX TO EXHIBITS
<CAPTION>
    EXHIBIT
    NUMBER         DESCRIPTION                                                        PAGE NUMBER
    -------        -----------                                                        -----------
<S>            <C>                                                         <C>
     3.1       Articles of Incorporation of Potters Financial              Incorporated by reference to the
                                                                           Corporation Form 8-A filed with
                                                                           the Securities and Exchange
                                                                           Commission (the "SEC") on March
                                                                           4, 1996 (the "8-A").

     3.2       Code of Regulations of Potters Financial Corporation        Incorporated by reference to the
                                                                           8-A.

    10.1       The Potters Savings and Loan Company                        Incorporated by reference to the
               Stock Option Plan                                           Annual Report on Form 10-KSB
                                                                           for the fiscal year ended
                                                                           December 31, 1995 (the "1995
                                                                           10-KSB"), Exhibit 10.1.

    10.2       The Potters Savings and Loan Company                        Incorporated by reference to the
               Recognition and Retention Plan and                          1995 10-KSB, Exhibit 10.2.
               Trust Agreement

    10.3       Deferred Compensation Agreement dated                       Incorporated by reference to the
               November 1, 1972, by and between The                        1995 10-KSB, Exhibit 10.3.
               Potters Savings and Loan Company and
               Alwyn C. Purinton, Jr.

    10.4       Lease dated February 1, 1983, by and                        Incorporated by reference to the
               between Billingsley, Incorporated and The                   1995 10-KSB, Exhibit 10.5.
               Potters Savings and Loan Company

    10.5       Employment Contract with Edward L. Baumgardner              Incorporated by reference to the
                                                                           Annual Report on Form 10-KSB
                                                                           for the fiscal year ended
                                                                           December 31, 1996 (the "1996
                                                                           10-KSB"), Exhibit 10.5.

    10.6       Employment Contract with Albert E. Sampson                  Incorporated by reference to the
                                                                           1996 10-KSB, Exhibit 10.6.

    10.7       Employment Contract with Anne S. Myers                      Incorporated by reference to the
                                                                           Quarterly Report on Form 10-QSB
                                                                           for the quarter ended June 30,
                                                                           1997, Exhibit 10.

    10.8       Potters Financial Corporation 1998 Stock                    Incorporated by reference to the
               Option and Incentive Plan                                   definitive Proxy Statement for the
                                                                           1998 Annual Meeting of
                                                                           Shareholders.

    11         Statement re: computation of earnings per share             See Note 1 to the consolidated
                                                                           financial statements included
                                                                           herewith.
</TABLE>

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<TABLE>
<S>            <C>                                                         <C>
    20         Proxy Statement for the 1998 Annual                         Incorporated by reference to
               Meeting of Shareholders                                     the definitive Proxy
                                                                           Statement for the
                                                                           1998 Annual Meeting of
                                                                           Shareholders
                                                                           to be filed.

    21         Subsidiaries of Registrant                                  Incorporated by reference to
                                                                           the 1995 10-KSB, Exhibit 21.

    23         Consent of Independent Accountants                          Previously filed.

    27.1       Financial Data Schedule for the year ended                  Previously filed.
               December 31, 1997

    27.2*      Amended and Restated Financial Data Schedule                Included herewith.
               for the year ended December 31, 1996

    99         Safe Harbor Under the Private Securities                    Previously filed.
               Litigation Reform Act of 1995
</TABLE>

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* Filed herewith.

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