SecProbe.io

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                     [FFD FINANCIAL CORPORATION LETTERHEAD]

                                  July 14, 2005

Ms. Abby Adams, Special Counsel
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

                  Re:      FFD Financial Corporation
                           Schedule 13E-3
                           Preliminary Proxy Statement on Schedule 14A
                           Filed May 24, 2005

Dear Ms. Adams:

      Set forth below are the responses of FFD Financial Corporation ("FFD") to
the comment letter of the staff of the Securities and Exchange Commission (the
"Staff") dated June 20, 2005, with respect to the captioned Schedule 13E-3 and
Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement"). The
responses below are keyed numerically to the comments in the Staff's letter.
Please note that the page numbers of the Proxy Statement may have changed from
the preliminary Proxy Statement filed on March 3, 2005 and the page references
in this letter correspond to the revised Proxy Statement filed on the date
hereof.

                                    COMMENTS
                                    --------

Preliminary Proxy Statement on Schedule 14A
-------------------------------------------

1.    For purposes of Rule 13e-3(a)(3)(ii)(A), we will count the number of
      record holders in the manner required by Rule 12g5-1.

2.    We have revised the Proxy Statement throughout to reflect the anticipated
      increase in beneficial ownership of approximately 7% for each shareholder
      who is not cashed out in the reverse and forward stock splits (the "Stock
      Splits").

3.    Under Ohio law, a reverse split is accomplished through an amendment to
      the articles of incorporation, which requires shareholder approval.

<PAGE>

Ms. Abby Adams, Special Counsel
July 14, 2005
Page 2

      Forward stock splits do not require shareholder approval under Ohio law.
      Because we have chosen to effect both the reverse and the forward stock
      splits through amendments to our articles, shareholder approval of both
      amendments is required. The reasons we decided to effect the forward stock
      split through an articles amendment, even though it was not required, and
      why we have not unbundled the proposals are set forth below.

      The September 2004 Fifth Supplement to the Manual of Publicly Available
      Telephone Interpretations states that unbundling is generally required
      when "state law, securities exchange listing standards, or the company's
      charter or bylaws would require shareholder approval of the proposed
      changes if they were presented on their own." Pursuant to Section 1701.33
      of the Ohio Revised Code, the directors of an Ohio corporation may declare
      a distribution of shares of the corporation and this is commonly done in
      the form of a forward stock split. In applying the above standard, under
      Ohio law, forward stock splits would not generally be "presented on their
      own" to shareholders because shareholder approval is not required.

      Although amendments to articles of incorporation require shareholder
      approval under Ohio law, a forward stock split may be accomplished by
      director resolution only and without an amendment to the articles.
      Although not required, we chose to use one proposal with two articles
      amendments for several reasons. The Board feels that the forward split
      amendment provides a clear record of the forward split that would be
      evidenced in the records of the Ohio Secretary of State, as opposed to
      only a resolution of the Board contained in FFD's records. An amendment
      also avoids any shareholder confusion as to the effective time of the
      forward stock split by basing the forward split's effectiveness on the
      acceptance of the amendment by the Ohio Secretary of State instead of it
      being declared by the board at a later time. Further, we believe that the
      use of an amendment gives our shareholders certainty regarding the
      occurrence of the forward split because reverse split cannot be effected
      without the subsequent forward split if both splits are combined into one
      proposal.

      Second, the operative transaction and the one that will result in FFD
      falling below 300 record holders is the reverse stock split. The forward
      split itself has no impact on our ability to deregister our common shares.
      The sole purpose of the forward split is to return the trading price of
      our shares after the reverse split to a price per share similar to the
      price per share before the reverse split to facilitate the marketability
      of our shares after the Stock Splits. In the September 2004 Supplement,
      the Staff took the position that unbundling is not required when an
      acquired company's shareholders would be voting on bylaw amendments in a
      merger that are the same or similar to those already contained in the
      acquired company's charter or bylaws. In that situation, there was no need
      to approve the similar amendments because nothing new would affect the

<PAGE>

Ms. Abby Adams, Special Counsel
July 14, 2005
Page 3

      shareholders. The same is true here. The purpose of the forward split is
      solely to return our shareholders to a comparable situation after the
      forward split regarding the number of shares held by remaining
      shareholders and the price per share as before the reverse split.

Cautionary Notice Regarding Forward-Looking Statements, page 7
--------------------------------------------------------------

4.    In the Cautionary Notice Regarding Forward Looking Statements on page 7 we
      do not state that we have no duty to update forward looking statements.
      However, we have revised the notice to clarify FFD's duty to update the
      document to reflect a material change in information previously disclosed,
      as required by Rule 13e-3(d)(2) and (e)(2).

Special Factors, page 9
-----------------------
Effects on Continuing Holders, page 12
--------------------------------------

5.    On page 14 of the Proxy Statement we have revised the document to inform
      security holders what financial or other information we plan to
      disseminate to security holders after the reverse split.

Effects on FFD, page 13
-----------------------

6.    On page 14 the Proxy Statement we have revised the section "Effects on
      FFD" to clarify when termination of registration and the accompanying
      requirements cease in relation to our filing of a Form 15.

Fairness of the Stock Splits, page 16
-------------------------------------

7.    On page 17 and throughout the Proxy Statement we have revised the
      discussion of the fairness of the Stock Splits to clarify that the Board
      determined that the Stock Splits are fair to both Cashed Out Holders and
      Continuing Holders, which are the only two groups of unaffiliated
      shareholders.

8.    On pages 18 and 19 of the Proxy Statement we have revised the Proxy
      Statement to address historical market prices and prior stock purchases by
      FFD.

9.    On page 19 of the Proxy Statement we have revised the discussion to
      clarify that the Board assigned no weight to FFD's liquidation value
      because it believes that liquidation value would be less than the trading
      price of the FFD shares and we have revised the Proxy Statement to clarify
      that the Board assigned no weight to FFD's going concern value. Other than
      as set forth in the Proxy Statement, the Board has no other bases for its
      beliefs regarding liquidation value and going concern value and we
      respectfully request that the Staff accept this disclosure, as revised.

<PAGE>

Ms. Abby Adams, Special Counsel
July 14, 2005
Page 4

Background of the Stock Splits, page 21
---------------------------------------

10.   On pages 23 and 24 of the Proxy Statement we revised the discussion to
      clarify when the Board first considered going private and how the Board
      and management first became aware of this option.

11.   On page 43 of the Proxy Statement we have added disclosure regarding the
      specific repurchases made during the periods indicated.

      Rule 13e-3 and Question #4 of Exchange Act Release No. 17719 provide that
      a transaction will be deemed to be part of a series of transactions
      involving a Rule 13e-3 transaction if it is effected as a part, or in
      furtherance, of a series of actions which, taken together, have a
      reasonable likelihood or a purpose of resulting in a going private
      transaction. For the reasons discussed below, the repurchases shown had
      neither the likelihood nor purposes of resulting in a going private
      transaction.

      The vast majority of shares were repurchased in the open market as part of
      a previously announced, ongoing repurchase program. In these repurchases,
      conducted through brokers, we did not know the identity and holdings of
      the beneficial owner of the shares we were purchasing. A few repurchases
      were from employees or other shareholders who wished to sell shares and
      approached us to see if we were interested in purchasing the shares. These
      repurchases had no likelihood, or possibility, of resulting in a going
      private transaction.

      During the Board's initial consideration of the option of going private in
      late 2004 and early 2005, we continued to repurchase shares under a
      previously announced, ongoing repurchase program as a part of our capital
      management strategy. During that time, the Board was only beginning to
      consider going private and was educating itself regarding the benefits,
      the disadvantages and the process of going private. The repurchases that
      were made during this time were made at market prices and were all
      completed well in advance of the May 10, 2005 meeting at which the Board
      established the cash out price for the Stock Splits. At a meeting on
      January 11, 2005, the Board further discussed the possibility of going
      private and, although further analysis and consideration remained to be
      done before a fully-informed decision could be made, it began to appear to
      be a strong possibility that the Board may approve a going private
      transaction in the future. We suspended our repurchase program on January
      11, 2005, pending the outcome of the going-private process, and we have
      not repurchased any shares since that date.

12.   On page 26 and throughout the Proxy Statement, we have revised to clarify
      that Keller & Company, Inc. ("Keller") recommended to FFD the $19.00 cash
      out price.

<PAGE>

Ms. Abby Adams, Special Counsel
July 14, 2005
Page 5

Opinion of Keller & Company, page 30
------------------------------------

13.   FFD's reasons for retaining Keller to deliver the fairness opinion and
      recommend the cash out price are discussed in full on page 33 of the Proxy
      Statement. As is set forth in the Proxy Statement, FFD retained Keller
      based on its knowledge of Keller's experience and reputation in the
      financial institutions industry and positive past experiences with Keller.

14.   Keller has revised the concluding paragraph of its fairness opinion to
      clarify that, in its opinion, the cash our price was fair, as of the date
      of the opinion, to all of FFD's shareholders, including unaffiliated
      shareholders who will be cashed out in the Stock Splits as well as
      unaffiliated shareholders who will continue to hold FFD shares after the
      Stock Splits.

15.   All presentations by Keller to the Board have been described in the Proxy
      Statement. The recommendation by Keller of the cash out price of $19.00
      was included in the presentation by Keller to the Board summarized in the
      section of the Proxy Statement entitled "Opinion of Keller & Company."
      Keller provided two memorandums to the Board regarding his analyses of
      $19.00 and $20.00 as potential cash out prices. We have filed copies of
      these memorandums as exhibits to the Amendment No. 1 to our Schedule
      13E-3.

      Additional revisions, unrelated to your letter of June 20, 2005, have also
been made to the Proxy Statement. These changes are marked, along with your
requested changes, in the attached blacklined copies.

      By this letter, FFD acknowledges that: (1) it is responsible for the
adequacy and accuracy of the disclosure in the filings; (2) staff comments or
changes to disclosure in response to staff comments in the filings reviewed by
the staff do not foreclose the Commission from taking any action with respect to
the filing; and (3) FFD may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

      If you have any questions, please call Ms. Terri R. Abare at (513)
723-4001 or Mr. Jason L. Hodges at (513) 723-8590.

                                           Very truly yours,

                                           /s/ Trent B. Troyer

                                           Trent B. Troyer
                                           President and Chief Executive Officer

<PAGE>

Ms. Abby Adams, Special Counsel
July 14, 2005
Page 6

Enclosures

cc:      Terri R. Abare, Esq.
         Jason L. Hodges, Esq.
         Mr. Michael Keller

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