UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

FFW Corporation
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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September 24, 2001

Dear Fellow Stockholders:

On behalf of the Board of Directors and management of FFW Corporation,
we cordially invite you to attend the Annual Meeting of Stockholders of the
Company. The Meeting will be held at 2:30p.m., Wabash, Indiana time, on October
23, 2001, at the office of the Company located at 1205 North Cass Street,
Wabash, Indiana.

An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to elect two
directors of the Company and to ratify the appointment of Crowe, Chizek and
Company LLP as the Company's auditors. Your Board of Directors unanimously
recommends that you vote for the election of the director nominees named in this
proxy statement and for the ratification of the appointment of auditors.

We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.

Thank you for your attention to this important matter.

Very truly yours,

/s/ Roger K. Cromer
---------------------------
ROGER K. CROMER
President and Chief Executive Officer

FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 23, 2001

Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of FFW Corporation ("FFW" or the "Company") will be held at the
office of the Company located at 1205 North Cass Street, Wabash, Indiana, at
2:30 p.m. Wabash, Indiana time, on October 23, 2001.

A Proxy Card and a Proxy Statement for the Meeting are enclosed.

The Meeting is for the purpose of considering and acting upon:

1. The election of two directors of the Company;

2. The ratification of the appointment of Crowe, Chizek and Company
LLP as auditors for the Company for the fiscal year ending June
30, 2002;

and such other matters as may properly come before the Meeting or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.

Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
September 14, 2001 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.

You are requested to complete and sign the enclosed proxy card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Wayne W. Rees
------------------
WAYNE W. REES
Chairman of the Board

Wabash, Indiana
September 24, 2001

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------

PROXY STATEMENT

FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185

ANNUAL MEETING OF STOCKHOLDERS
October 23, 2001

This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of FFW Corporation ("FFW" or the "Company")
of proxies to be used at the Annual Meeting of Stockholders of the Company which
will be held at the office of the Company, located at 1205 North Cass Street,
Wabash, Indiana, on October 23, 2001, at 2:30 p.m., Wabash, Indiana time, and
all adjournments and postponements of the annual meeting. The accompanying
Notice of Meeting, proxy card and this Proxy Statement are first being mailed to
stockholders on or about September 24, 2001. Certain of the information provided
herein relates to First Federal Savings Bank of Wabash, a wholly owned
subsidiary of the Company ("First Federal" or the "Bank").

Matters to be Considered at the Annual Meeting

At the annual meeting, stockholders of the Company will be asked to
consider and vote upon (i) the election of two directors of the Company and (ii)
the ratification of the appointment of Crowe, Chizek and Company LLP as the
Company's auditors for the fiscal year ending June 30, 2002.

Vote Required and Proxy Information

All shares of the Company's common stock, par value $.01 per share
("Common Stock"), represented at the annual meeting by properly executed proxies
received prior to or at the annual meeting, and not revoked, will be voted at
the annual meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
election of the director nominees named in this Proxy Statement and for the
ratification of the appointment of Crowe, Chizek and Company LLP. The Company is
not aware of any matters, other than those described in the Notice of the Annual
Meeting, that are to come before the annual meeting. If any other matters are
properly presented at the annual meeting for action, the Board of Directors, as
proxy for the stockholder, will have the discretion to vote on such matters in
accordance with their best judgment.

Directors are elected by a plurality of the votes cast. The
ratification of the appointment of Crowe, Chizek and Company LLP as the
Company's independent auditors requires the affirmative vote of a majority of
the votes cast on the matter. In the election of directors, stockholders may
either vote "FOR" both nominees for election or withhold their votes from one or
both nominees for election. Votes that are withheld and shares held by a broker,
as nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-
third of the outstanding shares of the Common Stock, present in person or
represented by proxy, will constitute a quorum for purposes of the annual
meeting. Proxies marked to abstain and broker non-votes will be counted for
purposes of determining a quorum.

A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the annual meeting a written notice of revocation
bearing a later date than the proxy; (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the Company at
or before the annual meeting; or (iii) attending the annual meeting and voting
in person (although attendance at the annual meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a proxy should be
delivered to Christine K. Noonan, Secretary, FFW Corporation, 1205 North Cass
Street, Wabash, Indiana 46992.

Voting Securities and Principal Holders Thereof

Stockholders of record as of the close of business on September 14,
2001 (the "Voting Record Date"), will be entitled to one vote for each share of
Common Stock then held. As of that date, the Company had 1,390,345 shares of
Common Stock issued and outstanding. The following table sets forth information,
as of the Voting Record Date, regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
outstanding shares of Common Stock; (ii) Roger K. Cromer, the Company's
President and Chief Executive Officer; and (iii) all directors and executive
officers as a group. See "Proposal I - Election of Directors" for beneficial
share ownership of the directors.

Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------------------------------------------------------------------------- ----------------- ------------

FFW Corporation, Inc. Employee Stock Ownership Plan 90,526(1) 6.51%
1025 North Cass Street
Wabash, IN 46992-1027
Banc Fund III L.P., Bank Fund III Trust, Banc Fund IV L.P. and Banc Fund V 138,378(2) 9.95
LP
208 S. LaSalle Street
Chicago, Illinois 60604
First Manhattan Co. 126,810(3) 9.12
437 Madison Avenue
New York, NY 10022
Estate of Nicholas M. George 127,683 9.18
4185 S 550 W
Wabash, IN 46992
Roger K. Cromer, President and Chief Executive Officer 12,425(4) 0.89
Directors and executive officers of the Company and the Bank as a group 189,692(5) 13.64
(7 persons)

-----------------------
(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), all of which have been allocated to accounts
of participants. Pursuant to the terms of the ESOP, each ESOP
participant has the right to direct the voting of shares of Common
Stock allocated to his or her account. Joel K. Stein, the trustee of
the ESOP, may be deemed to beneficially own the shares held by the
ESOP.
(2) As reported in a Schedule 13G filed with the Securities and Exchange
Commission ("SEC") on February 8, 2001, Banc Fund III L.P. reported
sole voting and no dispositive power over 16,906 shares, Bank Fund III
Trust reported sole voting and no dispositive power over 51,826 shares,
Banc Fund IV L.P. reported sole voting and no dispositive power over
64,646 shares and Banc Fund V L.P. reported sole voting and no
dispositive power over 5,000 shares.
(3) As reported in an amendment to a Schedule 13G filed with the SEC on
February 7, 2001, in which First Manhattan Co. reported sole voting
and dispositive power over all shares listed.
(4) Includes 2,250 shares subject to options which are exercisable within
60 days of September 14, 2001.
(5) Includes shares held directly, as well as, jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole voting and/or
investment power. This table also includes 9,474 shares subject to
options granted to directors and executive officers as a group which
are exercisable within 60 days of September 14, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Common Stock to report their initial ownership of the Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission
(the "SEC"). Specific due dates for these reports are established by the SEC and
the Company is required to disclose in this proxy statement any late filings or
failures to file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 2001, the Company is
aware of a late filing of a Form 4 for Roger K. Cromer related to a transaction
on March 2, 2001, late filings of two Form 4s for Christine K. Noonan related to
transactions on March 2, 2001 and June 1, 2001, a late filing of a Form 4 for J.
Stanley Myers related to a transaction on March 15, 2000, and that no other late
reports occurred during the fiscal year ended June 30, 2001. All other Section
16(a) filing requirements applicable to our executive officers, directors and
greater than 10% beneficial owners were complied with.

PROPOSAL I - ELECTION OF DIRECTOR

General

The Company's Board of Directors currently consists of six members
divided into three classes, each of which contains two directors or one-third of
the Board. Each year one class of directors is elected to serve for a three-
year period or until their respective successors are elected and qualified.

The following table below sets forth certain information, as of the
Voting Record Date, regarding the composition of the Company's Board of
Directors, including each director's term of office. The Board of Directors
acting as the Company's nominating committee has recommended and approved the
nominees identified in the following table. It is intended that the proxies
solicited on behalf of the Board of Directors (other than proxies in which the
vote is withheld as to a nominee) will be voted at the annual meeting "FOR" the
election of the nominees identified below. If a nominee is unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why the nominee may be unable to serve, if
elected. Except as disclosed herein, there are no arrangements or understandings
between the nominee and any other person pursuant to which the nominee was
selected.

Shares of
Common
Term Stock
Director to Beneficially Percent
Name Age(1) Position(s) Held in the Company Since(2) Expire Owned(3) of Class
------------------------------------------------------------------------------------------------------------------------

Nominee
Roger K. Cromer 35 President, CEO and Director 2001 2004 12,425 0.89%
Joseph W. McSpadden 54 Director 1987 2004 21,874(4) 1.57

Directors Continuing in Office
Thomas L. Frank 58 Director 1987 2002 34,824 2.50
J. Stanley Myers 55 Director 1985 2002 33,874 2.44
Wayne W. Rees 64 Chairman of the Board 1983 2003 51,874 3.73
Ronald D. Reynolds 54 Director 1991 2003 22,874 1.65

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

(1) As of June 30, 2001.
(2) Includes service as a director of the Bank.
(3) Included in the shares beneficially owned by the named individuals are
options to purchase shares of Common Stock which are exercisable within 60
days of September 14, 2001, totaling 1,000 for Mr. Rees, 1,000 for Mr.
Reynolds, 1,000 for Mr. McSpadden, 1,000 for Mr. Frank, and 1,000 for Mr.
Myers and 2,250 for Mr. Cromer.
(4) Excludes (i) 2,000 shares held by a corporation in which Mr. McSpadden is a
minority shareholder and (ii) 2,600 shares held by Mr. McSpadden's parents.

The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.

Roger K. Cromer is the President and Chief Executive Officer of the
Company and Bank, positions he has held since July 2000. From October 1998 until
July 2000, Mr. Cromer was the Chief Financial Officer and Treasurer of the
Company and Bank. He became a director of the Company and Bank in February 2001.

Joseph W. McSpadden. Mr. McSpadden is the Vice President and part owner
of Beauchamp & McSpadden, an insurance agency located in Wabash, Indiana.

Thomas L. Frank. Mr. Frank is the Comptroller for B. Walter & Company,
a manufacturer of wood furniture and products located in Wabash, Indiana.

J. Stanley Myers. Mr. Myers is the owner and operator of ServiSoft
Water Conditioning, Inc., a soft water appliance company located in Wabash,
Indiana.

Wayne W. Rees. Mr. Rees is the owner and publisher of The Paper of
Wabash County, Inc., a newspaper published in Wabash, Indiana. Mr. Rees has been
Chairman of the Board of the Company since December 1992. Mr. Rees has served as
Chairman of the Bank's Board of Directors since July 1992.

Ronald D. Reynolds. Mr. Reynolds is the owner of J. M. Reynolds Oil
Co., Inc., an oil supply company located in Wabash, Indiana.

Meetings and Committees of the Board of Directors

Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
12 times during fiscal 2001. During fiscal 2001, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served.

The Board of Directors of the Company has standing audit, stock option
and nominating committees, as well as other committees which meet as needed.

The Audit Committee of the Company operates under a written charter
adopted by the full Board of Directors, a copy of which is attached as Appendix
A to this proxy statement. The Audit Committee is composed of Directors Frank,
McSpadden and Myers. Directors Frank, Myers and McSpadden are "independent
directors" as defined in the Nasdaq Stock Market rules. This committee is
responsible for the review of the Company's annual audit report prepared by our
independent auditors. The functions of the Audit Committee include:

o reviewing significant financial information for the purpose of
giving added assurance that the information is accurate and timely
and that it includes all appropriate financial statement
disclosures;

o ascertaining the existence of effective accounting and internal
control systems; and

o overseeing the entire audit function (both internal and
independent).

In fiscal 2001, the Audit Committee met 4 times.

The Stock Option Committee is comprised of Directors Frank, Myers and
Reynolds. This Committee is responsible for administering the Company's Stock
Option Plan and Omnibus Incentive Plan, as well as reviewing compensation and
benefit matters. This Committee met 2 times during the fiscal year ended June
30, 2001.

The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Pursuant to the Company's By-laws,
nominations by stockholders must be delivered in writing (as prescribed by the
By-laws) to the Secretary of the Company at least 30 days before the date of the
annual meeting; provided, however, that if less than 40 days' notice or prior
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder must be received not later than the close of business on the
tenth day following the day on which notice of the date of the meeting is mailed
or public disclosure of the date of the meeting is made. This Committee met one
time during the fiscal year ended June 30, 2001.

Meetings and Committees of the Bank. Meetings of the Bank's Board of
Directors are generally held on a monthly basis. The Bank's Board of Directors
met 12 times during the fiscal year ended June 30, 2001. During fiscal 2001, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Bank Board meetings and the total number of meetings held by the
committees of the Bank's Board of Directors on which he served.

The Bank has standing, audit, personnel/compensation, and nominating
committees. The Bank also has other Committees which meet as needed to review
various other functions of the Bank.

The Audit Committee of the Bank is comprised of Directors Frank, Myers
and McSpadden. The Audit Committee meets on a quarterly basis to review budgets
and is responsible for reviewing the annual audit report and reporting to the
Bank's full Board of Directors. This committee also meets with the Bank's
external auditors prior to the annual audit to review audit procedures. This
committee met 4 times during the fiscal year ended June 30, 2001.

The Personnel/Compensation Committee of the Bank establishes and
reviews compensation, bonuses, benefits and the personnel policies of the Bank.
The current members of this committee are Directors Frank, Myers and Reynolds.
This committee meets at least annually on an as needed basis. The committee met
one time during the fiscal year ended June 30, 2001.

The Nominating Committee of the Bank is comprised of the entire board
of directors. The committee makes written nominations prior to the annual
meeting. This committee held one meeting during fiscal 2001.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following Report of the Audit Committee of the Board of Directors
shall not be deemed to be soliciting material or to be incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent FFW Corporation specifically incorporates this Report
therein, and shall not otherwise be deemed filed under such Acts.

The Board of Directors has adopted a charter for the Audit Committee,
which charter is attached as Appendix A to this proxy statement. The Audit
Committee has issued the following report with respect to the audited financial
statements of the Company for the fiscal year ended June 30, 2001.

The Audit Committee (the "Committee") has reviewed and
discussed with management the Company's audited financial
statements for the fiscal year ended June 30, 2001. The
Committee has discussed with Crowe, Chizek and Company LLP
("Crowe Chizek") the matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public
Accountants. The Committee has received and reviewed the
written disclosures and the letter from Crowe Chizek
required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the
Independence Standards Board, and has discussed with the
auditors the auditors' independence. Based on the reviews
and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board of
Directors subsequently approved) that the financial
statements referred to above be included in the company's
annual Report on Form 10- KSB for the fiscal year ended
June 30, 2001. The Committee has also considered whether
the provision of services by Crowe Chizek not related to
the audit of the financial statements referred to above is
compatible with maintaining Crowe Chizek's independence.
The Committee has concluded that Crowe Chizek's
independence has been maintained.

Thomas L. Frank
Joseph W. McSpadden
J. Stanley Myers

Director Compensation

Cash Compensation. The Company's directors are paid a fee of $250 per
meeting attended for serving on the Company's Board of Directors. No fee is paid
for membership on the Board committees. All present members of the Company's
Board of Directors are also members of the Bank's Board of Directors for which
each director, other than the Chairman, receives a fee of $850 per meeting
attended. The Chairman of the Board of the Bank receives a fee of $950 per Bank
Board meeting attended. No fees are paid to directors of the Bank for committee
membership.

Deferred Compensation Plan ("DCP"). In 1986, First Federal adopted the
DCP for the benefit of its directors. The DCP is a voluntary deferred
compensation plan which permits directors of the Bank to defer receipt of all or
a portion of their regular board fees. This plan was established to attract and
retain quality directors by providing a retirement benefit in amounts related to
Board fees deferred annually. Under the DCP, a participant or his beneficiary
will receive retirement payments (equal to the amount deferred plus interest
accrued thereon) payable in monthly installments upon retirement from the Board
at age 70.

If the director's service on the Board ceases for any reason other than
death or disability, prior to age 70, amounts deferred pursuant to the DCP will
be held by the Bank until the director reaches age 70. In the event of death or
disability of the director while serving on the Bank's board, monthly or annual
payments will be made to the director or his designated beneficiary. In the
event of the director's death following retirement, the remaining benefits will
be paid to the designated beneficiary. These benefit payments are not subject to
any reduction for Social Security benefits or other offset amounts. Until
disbursed, the amounts due and payable under the DCPs continue to be assets of
the Bank, subject to the claims of general creditors. During fiscal 2001, no
directors deferred compensation pursuant to the DCP.

Stock Options. On September 28, 1999, each non-employee director was
granted a ten-year option to purchase 2,000 shares of Common Stock at an
exercise price of $13.375, vesting in four equal annual installments beginning
September 28, 2000.

Executive Compensation

The following table sets forth information regarding compensation paid
to the Chief Executive Officer of the Company during the fiscal year ended June
30, 2001. No other executive officer earned a salary and bonus for fiscal 2001
in excess of $100,000.

SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
----------------------------------------------------------------------------------------------
Restricted
Stock Options/ All Other
Name and Principal Position Year Salary ($) Bonus ($) Award(s) ($) SARs (#) Compensation ($)
-------------------------------- ------- ------------ --------- --------------- ---------------- -------------------

Roger K. Cromer 2001 $98,131(1) $18,268 $11,375(2) 20,000(3) 21,128(4)
President and CEO 2000 84,265(5) 17,225 13,375(6) --- 9,410(7)

====================================================================================================================

---------------
(1) Includes $6,812 of compensation deferred at Mr. Cromer's election pursuant
to the 401(k) plan.
(2) Represents the value of 1,000 shares of restricted stock based on the
$11.375 closing price per share of the Common Stock on the Nasdaq National
Market on February 6, 2001, the date of grant. Twenty-five percent of the
1,000 shares will vest on each annual anniversary date of the grant.
Dividends are paid on the restricted shares to the extent and on the same
date as dividends are paid on all other outstanding shares of Common Stock.
Based on the $12.50 closing bid price per share of the Common Stock on the
Nasdaq National Market on June 28, 2001, the 1,000 restricted shares held
by Mr. Cromer had a value of $12,500.

(3) Mr. Cromer was granted an option to purchase 20,000 shares of Common Stock
on February 6, 2001. The exercise price of this option is $11.375 per
share, the Nasdaq closing price on the date of grant. This option will vest
over 4 years with 25% vesting each year on the anniversary of the grant
date.
(4) Includes matching contributions to Mr. Cromer's 401(k) Plan account of $
2,919, contributions to Mr. Cromer's ESOP account for fiscal 2001 valued at
$11,947, insurance premiums paid on behalf of Mr. Cromer of $ 762 and
director's fees of $5,500.
(5) Includes $3,473 of compensation deferred at Mr. Cromer's election pursuant
to the 401(k) plan.
(6) Represents value of 1,000 shares of restricted stock based on the $13.375
closing price per share of the Common Stock on the Nasdaq Stock Market on
September 28, 1999, the date of grant. Twenty-five percent of the 1,000
shares awarded to Mr. Cromer vested on September 28, 2000, another 25% are
scheduled to vest in equal installments on September 28, 2001, 2002 and
2003, respectively. Dividends are paid on the restricted shares to the
extent and on the same date as dividends are paid on all other outstanding
shares of the Common Stock. Based on the $12.50 closing price per share of
the Common Stock on the Nasdaq National Market on June 28, 2001, the 1,000
restricted shares held by Mr. Cromer as of that date had a value of
$12,500.
(7) Includes matching contributions to Mr. Cromer's 401(k) Plan account of
$1,488, contributions to Mr. Cromer's ESOP account for fiscal 2000 valued
at $7,578, and disability insurance premiums paid on behalf of Mr. Cromer
of $344.

The following table sets forth certain information concerning grants of
stock options to the Company's Chief Executive Officer during fiscal 2001. No
stock appreciation rights were granted in fiscal 2001.

OPTION GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------
Individual Grants
------------------------------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Per Share
Options Employees in Exercise Expiration
Granted Fiscal Year Price Date
----------------------------------------------------------------------------------------------------------

Roger K. Cromer 20,000 71% $11.375 February 6, 2011
==========================================================================================================

The following table sets forth information regarding the number and
value of stock options at June 30, 2001 held by the Company's Chief Executive
Officer.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
------------------------------------------------------------------------------------------------------------------
Shares Number of Unexercised Value of Unexercised In-the-Money
Acquired Value Options at FY-End(#) Options at FY-End ($)(1)
on Exercise Realized -----------------------------------------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------

Roger K. Cromer --- $ --- 2,250 20,750 $ --- $22,500

==================================================================================================================

---------------
(1) Represents the difference between the closing price per share of the Common
Stock on the Nasdaq National Market on June 28, 2001 and the exercise price
per share of the option, multiplied by the number of shares underlying the
option. An option is in the money if the exercise price is less than the
market value of the Common Stock. 20,000 of Mr. Cromer's options were in
the money as of June 30, 2001.

Employment Agreement with Roger K. Cromer

The Bank has an employment agreement with Mr. Cromer for a three-year
term. The term may be extended for an additional year on each anniversary of the
effective date of the agreement, subject to review and approval of the extension
by the Board of Directors of the Bank. The agreement provides for an annual base
salary no less than Mr. Cromer's base salary as of the effective date of the
agreement, subject to increase in the discretion of the Bank's Board of
Directors. The agreement also provides for bonuses to be awarded in the
discretion of the Bank's Board of Directors. The agreement provides for
termination in the event of Mr. Cromer's death, for cause or upon certain events
specified by Office of Thrift Supervision regulations. The agreement may be
terminated by Mr. Cromer upon 90 days notice to the Bank. The agreement provides
that if there is a change in control of the Company or the Bank, and Mr.
Cromer's employment terminates involuntarily in connection with such change in
control or within 12 months thereafter, he will be entitled to receive a lump
sum amount in cash equal to 299% of his "base amount" of compensation as of the
effective date of the agreement. Assuming a change in control were to take place
as of June 30, 2001, the termination payment payable to Mr. Cromer pursuant to
this change in control provision would be approximately $314,682.

Certain Transactions

The Bank, like many financial institutions, has followed a policy of
granting to eligible officers, directors, employees and members of their
immediate families loans secured by the borrower's residence and consumer loans.
All such loans are made in the ordinary course of business and on the same
terms, including interest rate and collateral, and conditions as those of
comparable transactions prevailing at the time, and do not involve more than the
normal risk of collectibility or present other unfavorable features.

PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS

The Board of Directors has renewed the Company's arrangement with
Crowe, Chizek and Company LLP to be its auditors for the fiscal year ending June
30, 2002, subject to the ratification of the Company's stockholders. A
representative of Crowe, Chizek and Company LLP is expected to attend the
Meeting to respond to appropriate questions and to make a statement if desired.

Audit Fees

Aggregate fees billed by Crowe, Chizek and Company LLP for professional
services rendered for the audit of the Company's financial statements for fiscal
2001 and the review of the financial statements included in the Company's
quarterly reports on Form 10-QSB for the fiscal year were $51,400.

All Other Fees

Other than audit fees, the aggregate fees billed to the Company by
Crowe, Chizek and Company LLP for fiscal 2001 were $68,530. The Company did not
incur any fees related to financial information systems design and
implementation.

The Audit Committee of the Board of Directors has considered and
concluded that the provision of all non- auditing services (and the aggregate
fees billed for such services) in fiscal year 2001 by Crowe, Chizek and Company
LLP , the principal independent auditors, is compatible with maintaining the
principal auditors' independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 2002.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by its Secretary at the main office of the
Company, located at 1205 North Cass Street, Wabash, Indiana 46992, no later than
June 1, 2002 to be eligible for inclusion in the Company's proxy statement and
form of proxy relating to the next annual meeting. Any such proposal will be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act and as with any stockholder proposal (regardless of whether
included in the Company's proxy materials), the Company's certificate of
incorporation, By-laws and Delaware law.

To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company at least 30 days before the
date of the meeting. If, however, less than 40 days' notice or prior public
disclosure of the date of the next annual meeting is given or made to
stockholders, proposals must instead be received by the Company by the tenth day
following the day on which notice of the date of the next annual meeting is
mailed or public disclosure of the date of the next annual meeting is first
made. If a stockholder proposal that is received by the Company after the
applicable deadline for presentation at the next annual meeting is raised at the
next annual meeting, the holders of the proxies for that meeting will have the
discretion to vote on the proposal in accordance with their best judgment and
discretion, without any discussion of the proposal in the Company's proxy
statement for the next annual meeting.

ANNUAL REPORTS

A copy of the Company's annual report on Form 10-KSB as filed with the
SEC will be furnished without charge to stockholders as of the Voting Record
Date upon written request to Christine K. Noonan, Secretary, FFW Corporation,
1205 North Cass Street, Wabash, Indiana 46992.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.

Appendix A

FFW CORPORATION
AUDIT COMMITTEE CHARTER

A. Committee membership will consist of three directors each of whom is
financially literate, and further that at least one member of the audit
committee have accounting or related financial management expertise.

"Financial literacy" is defined as the ability to understand fundamental
financial statements, including a company's balance sheet , income
statement, and cash flow statement.

B. Committee members shall be independent of management of FFW Corporation (the
Company).

Members of the audit committee shall be considered independent if they have
no relationship to the Company that may interfere with the exercise of their
independence from management and the Company. Examples of such relationships
include:

1. A director being employed by the Company or any of its affiliates for
the current year or past five years.

2. A director accepting any compensation from the Company o any of its
affiliates other than compensation for board service or benefits under a
tax-qualified retirement plan.

3. A director being a member of the immediate family of an individual who
is, or has been in any of the past five years, employed by the Company
or any of its affiliates as and executive officer.

4. A director being a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Company made, or from which the Company received, payments that are or
have been significant to the Company in any of the past five years.

5. A director being employed as an executive of another company where any
of the Company's executives serve on that company's compensation
committee.

C. Scope of Audit Committee Responsibilities

1. The Audit committee is responsible for the scope and procedures of FFW
Corporation's internal and external audit process.

2. The Audit committee has the authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditor or to
nominate the outside auditor to be proposed for shareholder approval in
any proxy statement. The outside auditor is ultimately accountable to
the board of directors and the audit committee, as representatives of
the shareholders.

3. The audit committee is responsible for the evaluation of the Internal
Auditor or the contracted services for Internal Audit.

4. The Audit committee is responsible for the review of FFW Corporation's
Audit Policy.

5. The Audit committee is responsible for the review of programs and
procedures designed to promote compliance with laws, regulations and
corporate policy and the investigations of any suspected improprieties.

6. The Audit committee shall require the independent auditors to provide
the Audit committee a formal written statement delineating all
relationships between the auditors and the Company, consistent with the
Independence Standards Board Standard 1.

7. The Audit committee shall require the independent auditors to report to
the Audit committee on matters that may be deemed to affect the
independence of the independent auditors, including any management
consulting services provided, or proposed to be provided, by the
independent auditors for the Company or any of its affiliates and the
fees paid or proposed to be paid for such services; to assess any effect
of any of the foregoing on the independence of the independent auditors
and the appearance of propriety of any of the foregoing and to direct
management to take, or recommend that the board of directors of the
Company take, action in respect of such matters.

D. Financial Statement Reviews

Financial statements and meetings with the external auditors providing their
opinion on those statements will be reviewed by the entire board
membership.

E. The Audit committee will meet a minimum of four times a year, and at other
times as called by the Chairman of the committee.

F. Annual Organizational Meeting of the Audit Committee

The February meeting is established as the organizational meeting for the
year. At this meeting, the Audit committee will:

1. Review the adequacy of the Audit Committee Charter

2. Approve the Internal Audit schedule for the upcoming year

3. Approve the Compliance Review and training schedules for the upcoming
year.

REVOCABLE PROXY
FFW CORPORATION

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 23, 2001

The undersigned hereby appoints the Board of Directors of FFW Corporation
(the "Company"), and its survivor, with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of common stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held on Tuesday, October 23, 2001 at the
office of the Company located at 1205 North Cass Street, Wabash, Indiana, at
2:30 p.m., local time, and at any and all adjournments or postponements thereof,
as follows:

I. The election of the following directors for three-year terms:

ROGER K. CROMER JOSEPH W. MCSPADDEN

With- For All
For hold Except
[ ] [ ] [ ]

INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.

II. The ratification of the appointment of Crowe, Chizek and Company LLP
as independent auditors of the Company for the fiscal year ending June 30, 2002.

For Against Abstain
[ ] [ ] [ ]

In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.

The Board of Directors recommends a vote"FOR" the election of the nominees
named herein and"FOR" the ratification of the appointment of Crowe, Chizek and
Company, LLP.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND FOR
THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED
BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Please sign exactly as your name(s) appear(s) above on this card. When signing
as attorney, executor, administrator, Date trustee, guardian or corporate
officer please give your full title. If shares are held jointly, each holder
should sign.

_________________________________________
Date

_________________________________________
Stockholder sign above

_________________________________________
Co-holder (if any) sign above

Detach above card, sign, date and mail in postage-paid envelope provided.

FFW CORPORATION

This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of this Proxy). If this Proxy is properly revoked as described above,
then the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.

The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001.

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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