<PAGE>   1

                                                   Registration No. 333-________
                                                            Filed April 27, 1998


                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                         ------------------------------   

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------   


                     FIRST FEDERAL FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------
  (Exact Name of Registrant as specified in its Certificate of Incorporation)


                                    Delaware
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                   31-1456058
--------------------------------------------------------------------------------
                       (IRS Employer Identification No.)


415 Center Street, Ironton, Ohio                                           45638
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)


                               STOCK OPTION PLAN
                    RECOGNITION AND RETENTION PLAN AND TRUST
--------------------------------------------------------------------------------
                           (Full Title of the Plans)


                                          Copies   to:
I. Vincent Rice                           Norman B. Antin, Esq.
President                                 Patricia J. Wohl, Esq.
First Federal Financial Bancorp, Inc.     Elias, Matz, Tiernan & Herrick L.L.P.
415 Center Street                         734 15th Street, N.W.
Ironton, Ohio  45638                      Washington, D.C.
(614) 532-6845                            (202) 347-0300
                                                   
-------------------------------------
(Name, address, and telephone number
 of agent for service)


                               Page 1 of 14 pages
                    Index to Exhibits is located on page 6.
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                 Proposed         Proposed Maximum
        Title of                                 Maximum             Aggregate            Amount of
       Securities           Amount to be      Offering Price       Offering Price       Registration
    to be Registered        Registered(1)       Per Share                                   Fee
-----------------------------------------------------------------------------------------------------
 <S>                            <C>               <C>              <C>                     <C>
 Common Stock, par
   value $.01                   37,529            $12.00(2)          $450,348(2)           $132.85

 Common Stock, par
   value $.01                   29,649             17.75(3)           526,270(3)            155.25
                              --------                             ----------              -------
                                67,178(4)                             976,618               288.10
                              --------                             ----------              -------

 Common Stock, par
   value $.01                   26,871(5)          17.75(3)           476,960(3)            140.70
                              --------                             ----------              -------
   Total                        94,049                             $1,453,578              $428.80
                              ========                             ==========              =======
-----------------------------------------------------------------------------------------------------
</TABLE>


(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the First Federal Financial Bancorp, Inc. ("Company" or
         "Registrant") Stock Option Plan and Recognition and Retention Plan and
         Trust ("Recognition Plan") as a result of a stock split, stock
         dividend or similar adjustment of the outstanding common stock, $.01
         par value per share ("Common Stock"), of the Company.

(2)      Estimated solely for the purpose of calculating the registration fee,
         which has been calculated pursuant to Rule 457(h) promulgated under
         the Securities Act of 1933, as amended ("Securities Act").  The
         Proposed Maximum Offering Price Per Share is equal to the weighted
         average exercise price for the options to purchase 37,529 shares of
         Common Stock which have been granted under the Stock Option Plan as of
         the date hereof but not yet exercised.

(3)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(c) promulgated under the Securities Act.
         The Proposed Maximum Offering Price Per Share for (i) 29,649 shares
         for which stock options have not been granted under the Stock Option
         Plan, and (ii) 26,871 shares held by the trust established pursuant to
         the Recognition Plan is equal to the average of the high and low
         prices of the Common Stock of the Company on April 16, 1998 on the OTC
         Bulletin Board.

(4)      Represents shares currently reserved for issuance pursuant to the
         Stock Option Plan.

(5)      Represents shares currently reserved for issuance pursuant to the
         Recognition Plan.

                        ------------------------------

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section  230.462.





                                       2
<PAGE>   3
                                     PART I

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*


---------------

*        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                 (a)  The description of the Common Stock of the Company 
         contained in "Description of Capital Stock of the Company" in the
         prospectus included in the Company's Registration Statement on Form
         S-1 (File No. 333-1672) filed with the Commission on February 26,
         1996, as amended;

                 (b)  All reports filed by the Company pursuant to Sections
         13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since the end of the fiscal year covered by the
         financial statements in the prospectus referred to in clause (a)
         above;

                 (c)  The description of the Common Stock of the Company
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission on May 10, 1996;

                 (d)  All documents filed by the Company pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
         and prior to the filing of a post-effective amendment which indicates
         that all securities offered have been sold or which deregisters all
         securities then remaining unsold.





                                       3
<PAGE>   4
         Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.

ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such.  The Bylaws of the Company provide that the directors, officers,
employees and agents of the Company shall be indemnified to the full extent
permitted by law.  Such indemnity shall extend to expenses, including
attorney's fees, judgments, fines and amounts paid in the settlement,
prosecution or defense of the foregoing actions.

         Article IX of the Registrant's Certificate of Incorporation provides
as follows:

         The personal liability of the directors and officers of the
Corporation for monetary damages shall be eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware as it exists
on the effective date of this Certificate of Incorporation or as such law may
be thereafter in effect.  No amendment, modification or repeal of this Article
IX shall adversely affect the rights provided hereby with respect to any claim,
issue or matter in any proceeding that is based in any respect on any alleged
action or failure to act prior to such amendment, modification or repeal.

         Article VI of the Registrant's Bylaws provides as follows:

         6.1     Indemnification.  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director, officer, employee or agent of the Corporation or any
predecessor of the Corporation, or is or was serving at the request of the
Corporation





                                       4
<PAGE>   5
or any predecessor of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the fullest extent
authorized by Section 145 of the General Corporation Law of the State of
Delaware, provided that the Corporation shall not be liable for any amounts
which may be due to any person in connection with a settlement of any action,
suit or proceeding effected without its prior written consent or any action,
suit or proceeding initiated by any person seeking indemnification hereunder
without its prior written consent.

         6.2     Advancement of Expenses.  Reasonable expenses (including
attorneys' fees) incurred by a director, officer or employee of the Corporation
in defending any civil, criminal, administrative or investigative action, suit
or proceeding described in Section 6.1 shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors only upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the
Corporation.

         6.3     Other Rights and Remedies.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the
Corporation's Certificate of Incorporation, any agreement, vote of stockholders
or disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.

         6.4     Insurance.  Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of its Certificate of Incorporation or this Article VI.

         6.5     Modification.  The duties of the Corporation to indemnify and
to advance expenses to a director, officer, employee or agent provided in this
Article VI shall be in the nature of a contract between the Corporation and
each such person, and no amendment or repeal of any provision of this Article
VI shall alter, to the detriment of such person, the right of such person to
the advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment or repeal.





                                       5
<PAGE>   6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):


<TABLE>
<CAPTION>
         No.             Exhibit                                           Page
         --              -------                                           ----
<S>                      <C>                                               <C>
         4               Stock Certificate*                                 --

         5               Opinion of Elias, Matz, Tiernan & Herrick          E-1
                          L.L.P. as to the legality of the securities  

         10.2            Stock Option Plan**                                --

         10.3            Recognition and Retention Plan and Trust**         --

         23.1            Consent of Elias, Matz, Tiernan & Herrick          --
                          L.L.P. (contained in the opinion included
                          as Exhibit 5)

         23.2            Consent of Kelley, Galloway & Company, PSC         E-3

         24              Power of attorney for any subsequent               --
                          amendments is located in the signature pages

</TABLE>


---------------

*        Incorporated by reference from the Company's Registration Statement on
         Form S-1 (Commission File No. 333-1672) filed with the Commission on
         February 26, 1996, as amended.

**       Incorporated by reference from the Form 10-KSB for the fiscal year
         ended September 30, 1996 filed by the Registrant with the SEC on
         December 26, 1996.





                                       6
<PAGE>   7
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1.      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change in
such information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

         2.      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         4.      That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section  13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy expressed in the Securities Act and will be governed by
the final adjudication of such issue.





                                       7
<PAGE>   8
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of Ohio on April 27, 1998.


                           FIRST FEDERAL FINANCIAL BANCORP, INC.


                           By:  /s/ I. Vincent Rice                       
                                ------------------------------------------
                                   I. Vincent Rice
                                   President



         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints I. Vincent Rice his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.



<TABLE>
 <S>                                                                                           <C>
 /s/ I. Vincent Rice                                                                           April 27, 1998
 -----------------------------------------------                                                             
 I. Vincent Rice
 President
 (Principal Executive Officer)




 /s/ Jeffery W. Clark                                                                          April 27, 1998
 -----------------------------------------------                                                             
 Jeffery W. Clark
 Comptroller
 (Principal Financial and Accounting
  Officer)



 /s/ Thomas D. Phillips                        
 ----------------------------------------------
 Thomas D. Phillips                                                                            April 27, 1998
 Chairman
</TABLE>
<PAGE>   9


<TABLE>
 <S>                                                                                           <C>
 /s/ James E. Waldo                                                                            April 27, 1998
 ----------------------------------------------                                                              
 James E. Waldo
 Vice Chairman



 /s/ Edith M. Daniels                                                                          April 27, 1998
 ----------------------------------------------                                                              
 Edith M. Daniels
 Corporate Secretary and Director


 /s/ Edward R. Rambacher                                                                       April 27, 1998
 ----------------------------------------------                                                              
 Edward R. Rambacher
 Director


 /s/ Steven C. Milleson                                                                        April 27, 1998
 ----------------------------------------------                                                              
 Steven C. Milleson
 Director


 /s/ William P. Payne                                                                          April 27, 1998
 ----------------------------------------------                                                              
 William P. Payne
 Director
</TABLE>
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{"company-data": {"conformed-name": "FIRST FEDERAL FINANCIAL BANCORP INC", "cik": "0001009194", "assigned-sic": "6035", "irs-number": "311456058", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51105", "film-number": "98601940"}, "business-address": {"street1": "415 CENTER ST", "city": "IRONTON", "state": "OH", "zip": "45638", "phone": "6145326845"}, "mail-address": {"street1": "415 CENTER STREET", "city": "IRONTON", "state": "OH", "zip": "45838"}}
1

                                                   Registration No. 333-________
                                                            Filed April 27, 1998

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                         ------------------------------   

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------   

                     FIRST FEDERAL FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------
  (Exact Name of Registrant as specified in its Certificate of Incorporation)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                   31-1456058
--------------------------------------------------------------------------------
                       (IRS Employer Identification No.)

415 Center Street, Ironton, Ohio                                           45638
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

                               STOCK OPTION PLAN
                    RECOGNITION AND RETENTION PLAN AND TRUST
--------------------------------------------------------------------------------
                           (Full Title of the Plans)

                                          Copies   to:
I. Vincent Rice                           Norman B. Antin, Esq.
President                                 Patricia J. Wohl, Esq.
First Federal Financial Bancorp, Inc.     Elias, Matz, Tiernan & Herrick L.L.P.
415 Center Street                         734 15th Street, N.W.
Ironton, Ohio  45638                      Washington, D.C.
(614) 532-6845                            (202) 347-0300
                                                   
-------------------------------------
(Name, address, and telephone number
 of agent for service)

                               Page 1 of 14 pages
                    Index to Exhibits is located on page 6.
2
                        CALCULATION OF REGISTRATION FEE
Proposed         Proposed Maximum
        Title of                                 Maximum             Aggregate            Amount of
       Securities           Amount to be      Offering Price       Offering Price       Registration
    to be Registered        Registered(1)       Per Share                                   Fee
-----------------------------------------------------------------------------------------------------
Common Stock, par
   value $.01                   37,529            $12.00(2)          $450,348(2)           $132.85

 Common Stock, par
   value $.01                   29,649             17.75(3)           526,270(3)            155.25
                              --------                             ----------              -------
                                67,178(4)                             976,618               288.10
                              --------                             ----------              -------

 Common Stock, par
   value $.01                   26,871(5)          17.75(3)           476,960(3)            140.70
                              --------                             ----------              -------
   Total                        94,049                             $1,453,578              $428.80
                              ========                             ==========              =======
-----------------------------------------------------------------------------------------------------
(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the First Federal Financial Bancorp, Inc. ("Company" or
         "Registrant") Stock Option Plan and Recognition and Retention Plan and
         Trust ("Recognition Plan") as a result of a stock split, stock
         dividend or similar adjustment of the outstanding common stock, $.01
         par value per share ("Common Stock"), of the Company.

(2)      Estimated solely for the purpose of calculating the registration fee,
         which has been calculated pursuant to Rule 457(h) promulgated under
         the Securities Act of 1933, as amended ("Securities Act").  The
         Proposed Maximum Offering Price Per Share is equal to the weighted
         average exercise price for the options to purchase 37,529 shares of
         Common Stock which have been granted under the Stock Option Plan as of
         the date hereof but not yet exercised.

(3)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(c) promulgated under the Securities Act.
         The Proposed Maximum Offering Price Per Share for (i) 29,649 shares
         for which stock options have not been granted under the Stock Option
         Plan, and (ii) 26,871 shares held by the trust established pursuant to
         the Recognition Plan is equal to the average of the high and low
         prices of the Common Stock of the Company on April 16, 1998 on the OTC
         Bulletin Board.

(4)      Represents shares currently reserved for issuance pursuant to the
         Stock Option Plan.

(5)      Represents shares currently reserved for issuance pursuant to the
         Recognition Plan.

                        ------------------------------

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section  230.462.

                                       2
3
                                     PART I

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

---------------

*        Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

                 (a)  The description of the Common Stock of the Company 
         contained in "Description of Capital Stock of the Company" in the
         prospectus included in the Company's Registration Statement on Form
         S-1 (File No. 333-1672) filed with the Commission on February 26,
         1996, as amended;

                 (b)  All reports filed by the Company pursuant to Sections
         13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), since the end of the fiscal year covered by the
         financial statements in the prospectus referred to in clause (a)
         above;

                 (c)  The description of the Common Stock of the Company
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission on May 10, 1996;

                 (d)  All documents filed by the Company pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
         and prior to the filing of a post-effective amendment which indicates
         that all securities offered have been sold or which deregisters all
         securities then remaining unsold.

                                       3
4
         Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.

ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such.  The Bylaws of the Company provide that the directors, officers,
employees and agents of the Company shall be indemnified to the full extent
permitted by law.  Such indemnity shall extend to expenses, including
attorney's fees, judgments, fines and amounts paid in the settlement,
prosecution or defense of the foregoing actions.

         Article IX of the Registrant's Certificate of Incorporation provides
as follows:

         The personal liability of the directors and officers of the
Corporation for monetary damages shall be eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware as it exists
on the effective date of this Certificate of Incorporation or as such law may
be thereafter in effect.  No amendment, modification or repeal of this Article
IX shall adversely affect the rights provided hereby with respect to any claim,
issue or matter in any proceeding that is based in any respect on any alleged
action or failure to act prior to such amendment, modification or repeal.

         Article VI of the Registrant's Bylaws provides as follows:

         6.1     Indemnification.  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director, officer, employee or agent of the Corporation or any
predecessor of the Corporation, or is or was serving at the request of the
Corporation

                                       4
5
or any predecessor of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the fullest extent
authorized by Section 145 of the General Corporation Law of the State of
Delaware, provided that the Corporation shall not be liable for any amounts
which may be due to any person in connection with a settlement of any action,
suit or proceeding effected without its prior written consent or any action,
suit or proceeding initiated by any person seeking indemnification hereunder
without its prior written consent.

         6.2     Advancement of Expenses.  Reasonable expenses (including
attorneys' fees) incurred by a director, officer or employee of the Corporation
in defending any civil, criminal, administrative or investigative action, suit
or proceeding described in Section 6.1 shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors only upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the
Corporation.

         6.3     Other Rights and Remedies.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the
Corporation's Certificate of Incorporation, any agreement, vote of stockholders
or disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.

         6.4     Insurance.  Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of its Certificate of Incorporation or this Article VI.

         6.5     Modification.  The duties of the Corporation to indemnify and
to advance expenses to a director, officer, employee or agent provided in this
Article VI shall be in the nature of a contract between the Corporation and
each such person, and no amendment or repeal of any provision of this Article
VI shall alter, to the detriment of such person, the right of such person to
the advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment or repeal.

                                       5
6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No.             Exhibit                                           Page
         --              -------                                           ----
4               Stock Certificate*                                 --

         5               Opinion of Elias, Matz, Tiernan & Herrick          E-1
                          L.L.P. as to the legality of the securities  

         10.2            Stock Option Plan**                                --

         10.3            Recognition and Retention Plan and Trust**         --

         23.1            Consent of Elias, Matz, Tiernan & Herrick          --
                          L.L.P. (contained in the opinion included
                          as Exhibit 5)

         23.2            Consent of Kelley, Galloway & Company, PSC         E-3

         24              Power of attorney for any subsequent               --
                          amendments is located in the signature pages
---------------

*        Incorporated by reference from the Company's Registration Statement on
         Form S-1 (Commission File No. 333-1672) filed with the Commission on
         February 26, 1996, as amended.

**       Incorporated by reference from the Form 10-KSB for the fiscal year
         ended September 30, 1996 filed by the Registrant with the SEC on
         December 26, 1996.

                                       6
7
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1.      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change in
such information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

         2.      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         4.      That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section  13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by it is
against public policy expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       7
8
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of Ohio on April 27, 1998.

                           FIRST FEDERAL FINANCIAL BANCORP, INC.

                           By:  /s/ I. Vincent Rice                       
                                ------------------------------------------
                                   I. Vincent Rice
                                   President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints I. Vincent Rice his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ I. Vincent Rice                                                                           April 27, 1998
 -----------------------------------------------                                                             
 I. Vincent Rice
 President
 (Principal Executive Officer)

 /s/ Jeffery W. Clark                                                                          April 27, 1998
 -----------------------------------------------                                                             
 Jeffery W. Clark
 Comptroller
 (Principal Financial and Accounting
  Officer)

 /s/ Thomas D. Phillips                        
 ----------------------------------------------
 Thomas D. Phillips                                                                            April 27, 1998
 Chairman
9
/s/ James E. Waldo                                                                            April 27, 1998
 ----------------------------------------------                                                              
 James E. Waldo
 Vice Chairman

 /s/ Edith M. Daniels                                                                          April 27, 1998
 ----------------------------------------------                                                              
 Edith M. Daniels
 Corporate Secretary and Director

 /s/ Edward R. Rambacher                                                                       April 27, 1998
 ----------------------------------------------                                                              
 Edward R. Rambacher
 Director

 /s/ Steven C. Milleson                                                                        April 27, 1998
 ----------------------------------------------                                                              
 Steven C. Milleson
 Director

 /s/ William P. Payne                                                                          April 27, 1998
 ----------------------------------------------                                                              
 William P. Payne
 Director