FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
8-K, 1998-08-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                             FORM 8-K

                          CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the 
                 Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 24, 1998


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
        (Exact name of registrant as specified in charter)



   Kentucky               0-18832                61-1168311
(State or other     (Commission File Number)   (IRS Employer
jurisdiction or                               Identification No.)
incorporation)                          


2323 Ring Road
Elizabethtown, Kentucky                           42701
(Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code:(502)765-2131

                               N/A
                  (Former name or former address
                  if changed since last report.)


             INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.  Acquisition or Disposition of Assets.

     On July 24, 1998, First Federal Savings Bank of
Elizabethtown ("First Federal Savings Bank"), the wholly owned
banking subsidiary of First Federal Financial Corporation of
Kentucky ("FFKY"), completed its acquisition of three bank
branches located in Meade County, Kentucky from Bank One,
Kentucky, N.A.  Two of the branches are located in Brandenburg,
Kentucky and the third branch is in Flaherty, Kentucky.

     In the transaction, First Federal Savings Bank acquired
certain assets and assumed certain liabilities associated with
the Meade County branches, including deposit liabilities, certain
loans, real estate leases, furniture, fixtures, equipment, and
other assets totaling approximately $72.5 million.  The
consideration paid for the assets totaled approximately $20.5
million, which was determined based on a premium for the core
deposits of the acquired branches plus the book or cash value of
certain other transferred assets.  The acquisition was funded by
reducing the cash associated with transferred deposits by the
amount of the purchase price.  FFKY plans to operate the acquired
branches as branch offices of First Federal Savings Bank.

Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information.

          Not Applicable.

     (c)  Exhibits.

          99   Press Release dated July 27, 1998. 

                            SIGNATURE

     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 FEDERAL FINANCIAL CORPORATION
                                   OF KENTUCKY



                              By: /s/ B. Keith Johnson
                                 B. Keith Johnson, President and 
                                   Chief Executive Officer

                              Date: August 10, 1998


For Immediate Release - July 27, 1998

Contact:  B. Keith Johnson
          President and C.E.O.


         FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
                 ANNOUNCES RECORD ANNUAL EARNINGS
                AND OPENING OF THREE NEW BRANCHES

ELIZABETHTOWN, Kentucky (July 27, 1998) - First Federal Financial
Corporation of Kentucky (NASDAQ symbol "FFKY") today reported
record annual earnings of $6.3 million or $1.53 per share for the
year ended June 30, 1998.  Earnings per share increased by 9%
over the June 30, 1997, fiscal year amount which was $5.8 million
or $1.40 per share (as adjusted to exclude the one-time FDIC
special assessment on September 30,1996).

Further, First Federal reported the completion of its three-
branch acquisition in Meade County, Kentucky as of the close of
business on July 24, 1998.  Customer deposits in the amount of
$70 million were included in the acquisition, bring the total
bank deposits to $377 million, an increase of 23%.  Total assets
have grown from $410 million at June 30, 1998, to approximately
$460 million on July 24, 1998.

B. Keith Johnson, President and Chief Executive Officer, stated,
"We are pleased to once again report record annual earnings.  We
are also very excited about our future opportunities in Meade
County with the existing excellent team of associates and a 50%
customer market share."

First Federal Financial Corporation of Kentucky is a $460 million
family financial services holding company serving central
Kentucky and is the parent of First Federal Savings Bank of
Elizabethtown which operates eleven full service offices in the
central Kentucky towns of Elizabethtown, Radcliff, Bardstown,
Munfordville, Shepherdsville, Mt. Washington, Brandenburg, and
Flaherty.

The common stock of First Federal Financial Corporation is traded
on the NASDAQ system under the symbol "FFKY."  Market makers for
the stock are Capital Resources, Inc., and J.J.B. Hilliard, W.L.
Lyons, Inc.

<TABLE>
<CAPTION>
                  CONDENSED STATEMENTS OF INCOME

(Dollars in thousands, except net income per share)
(Unaudited)
_________________________________________________________________
                              Three Months     For Twelve Months
                             Ended June 30,      Ended June 30,
                             1998      1997      1998      1997
_________________________________________________________________
<S>                       <C>      <C>       <C>       <C>
Interest Income             $8,078    $7,447   $31,182   $28,782
Interest Expenses            4,190     3,715    16,059    14,375
  Net Interest Income        3,888     3,732    15,123    14,407
Other Income                   795       544     2,860     2,468
Provisions for Loan      
 Losses                       (145)        0      (265)     (200)
Other Expenses              (2,072)   (1,958)   (8,082)   (9,472)
Income Taxes                  (837)     (745)   (3,302)   (2,429)
_________________________________________________________________
  Net Income                $1,629    $1,573    $6,334    $4,774
_________________________________________________________________
  Net Income Per Share       $0.39     $0.38     $1.53     $1.14
_________________________________________________________________
  Weighted average       
    shares outstanding   4,130,412 4,163,516 4,145,039 4,182,060
_________________________________________________________________
(Net income for the twelve month period ended, June 30,1997
includes the after-tax expense of $1.1 million for the special
FDIC/SAIF assessment.)
</TABLE>

<TABLE>
<CAPTION>
                     CONDENSED BALANCE SHEETS

(Dollars in thousands, except per share data)
(Unaudited at June 30, 1998)
_________________________________________________________________
                                             June 30,  June 30,                  
                                               1998      1997
<S>                                          <C>       <C>
Assets:
  Cash and Interest Bearing Deposits         $  9,150  $  9,176
  Investment Securities                        26,811    22,677
  Loans Receivable, net                       355,306   327,791
  Other Assets                                 18,384    17,736
_________________________________________________________________
     Total Assets                            $409,651  $377,380
_________________________________________________________________
Liabilities and Shareholders' Equity:
  Savings Deposits                           $306,703  $281,342
  Federal Home Loan Bank Advances              43,249    41,514
  Other Liabilities                             5,011     2,808
  Shareholders' Equity                         54,688    51,716
_________________________________________________________________
     Total Liabilities and    
       Shareholders' Equity                  $409,651  $377,380
_________________________________________________________________
     Book Value Per Share                      $13.24    $12.40

</TABLE>

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