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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
FIRST FEDERAL FINANCIAL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
319988 10 1
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(CUSIP Number)
DECEMBER 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
Page 1 of 6 Pages
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CUSIP NO. 319988 10 1 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan
(ENTITY ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
43,953
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
9,790
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
43,953
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
9,790
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,743
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
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12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 319988 10 1 Page 3 of 6 Pages
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Item 1(a) Name of Issuer:
First Federal Financial Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
415 Center Street
Ironton, Ohio 45638
Item 2(a) Name of Person Filing:
First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan.
Item 2(b) Address of Principal Business Office or, if None, Residence:
First Federal Financial Bancorp, Inc.
415 Center Street
Ironton, Ohio 45638
Item 2(c) Citizenship:
Ohio
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
319988 10 1
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(f) [X] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
Item 4. Ownership.
(a) Amount beneficially owned:
53,743
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CUSIP NO. 319988 10 1 Page 4 of 6 Pages
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(b) Percent of class: 9.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 43,953
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(ii) Shared power to vote or to direct the vote 9,790
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(iii) Sole power to dispose or to direct the disposition of 43,953
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(iv) Shared power to dispose or to direct the disposition of 9,790
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The First Federal Financial Bancorp, Inc. Employee Stock Ownership
Plan Trust ("Trust") was established pursuant to the First Federal
Financial Bancorp, Inc. Employee Stock Ownership Plan ("ESOP").
Under the terms of the ESOP, the Trustees will generally vote the
allocated shares held in the ESOP in accordance with the instructions
of the participating employees. Unallocated shares held in the ESOP
will generally be voted by the ESOP Trustees in the same proportion
for and against proposals to stockholders as the ESOP participants
and beneficiaries actually vote shares of Common Stock allocated to
their individual accounts, subject in each case to the fiduciary
duties of the ESOP trustees and applicable law. Any allocated shares
which either abstain on the proposal or are not voted will be dis-
regarded in determining the percentage of stock voted for and against
each proposal by the participants and beneficiaries. As of December
31, 1998, 9,790 shares had been allocated to participants' accounts
and 43,953 shares were unallocated.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable since the reporting entity owns more than 5% of the
class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Participants in the ESOP are entitled to receive dividends on, and the
proceeds from, the sale of the shares allocated to their accounts.
The ESOP does not own more than 5% on behalf of another person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable since the reporting entity is not a member of a group.
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CUSIP NO. 319988 10 1 Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member of a group.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP NO. 319988 10 1 Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FIRST FEDERAL FINANCIAL BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
February 11, 1999 By: /s/ Thomas D. Phillips
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Thomas D. Phillips, Trustee
February 11, 1999 By: /s/ Edward R. Rambacher
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Edward R. Rambacher, Trustee
February 11, 1999 By: /s/ I. Vincent Rice
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I. Vincent Rice, Trustee
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