As filed with the Securities and Exchange Commission on April 29, 1999.
                                                      Registration No. 333-58883
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. ONE
                                     TO THE
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           FIRST NILES FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                           6035                34-1870418
(State or other jurisdiction of (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)


                    55 N. MAIN STREET, NILES, OHIO 44446-5097
                                 (330) 652-2539
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                         WILLIAM L. STEPHENS, PRESIDENT
                           FIRST NILES FINANCIAL, INC.
                                55 N. MAIN STREET
                             NILES, OHIO 44446-5097
                                 (330) 652-2539
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                  PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

                            James S. Fleischer, P.C.
                             Michael S. Sadow, P.C.
                         SILVER, FREEDMAN & TAFF, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Avenue, NW
                            Seventh Floor, East Tower
                            Washington, DC 20005-3934
                                 (202) 414-6100

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

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













       The   post-effective   amendment  is  being  filed  for  the  purpose  of
deregistering  under the Securities  Act of 1933, as amended,  890,589 shares of
Common Stock, par value $.01 per share, of First Niles  Financial,  Inc. covered
by Registration  Statement No. 333-58883.  The shares have not been issued as of
the date hereof and are no longer being  offered.  The offering  resulted in the
sale of 1,754,411  shares of the  Registrant's  Common Stock at a final offering
price of $10.00 per share.






                                   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  of filing on Form SB-2 and  authorized  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Niles, State of Ohio, on April 29, 1999.

                                      FIRST NILES FINANCIAL, INC.


                             By:      /s/ WILLIAM L. STEPHENS
                                      --------------------------------------
                                      William L. Stephens
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                        (DULY AUTHORIZED REPRESENTATIVE)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


/s/ WILLIAM L. STEPHENS                       /s/ LAWRENCE E. SAFAREK
- ------------------------------------          ----------------------------------
William L. Stephens                           Lawrence E. Safarek
Chairman of the Board, President              Treasurer
and Chief Executive Officer                   (PRINCIPAL FINANCIAL AND
(PRINCIPAL EXECUTIVE OFFICER)                      ACCOUNTING OFFICER)


/s/ GEORGE J. SWIFT                           */s/ RALPH A. ZUZOLO, SR.
- ------------------------------------          ----------------------------------
George J. Swift                               Ralph A. Zuzolo, Sr.
Director, Vice President and Secretary        Director


*/s/ HORACE L. MCLEAN                         */s/ P. JAMES KRAMER
- ------------------------------------          ----------------------------------
Horace L. McLean                              P. James Kramer
Director                                      Director








*     By power of attorney dated July 9, 1989.