[Letterhead of Muldoon Murphy Faucette & Aguggia LLP]
December 23, 2004
VIA EDGAR AND COURIER (SEC MAIL STOP 0408)
Barry McCarty, Esq.
Senior Counsel
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Kentucky First Federal Bancorp
Form S-1 filed September 16, 2004
File No. 333-119041
Frankfort First Bancorp, Inc.
Proxy Statement filed September 16, 2004
Form 10-K for the Fiscal Year Ended June 30, 2004
File No. 0-26360
Dear Mr. McCarty:
On behalf of Kentucky First Federal Bancorp (the "Company"), enclosed
for filing is Pre- Effective Amendment No. 3 to the Registration Statement on
Form S-1 (the "Amended Registration Statement"), including exhibits, marked
pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate
changes from Pre-effective No. 2 to the Registration Statement on Form S-1 filed
on December 9, 2004 (the "Pre-effective Amendment No. 1").
In addition, on behalf of Frankfort First Bancorp, Inc. (the
"Frankfort"), enclosed for filing are amended preliminary proxy materials
("Amendment No. 3 to the Proxy Statement"), marked to indicate changes to the
preliminary proxy materials filed by Frankfort on December 9, 2004 ("Amendment
No. 1 to the Proxy Statement").
Barry McCarthy, Esq.
December 23, 2004
Page 2
The Amended Registration Statement and Amendment No. 3 to the Proxy
Statement are filed in response to the staff's comment letter issued on December
20, 2004. To aid in your review, we have repeated the staff's comments followed
by the Company's and/or Frankfort's responses and indicated where the applicable
document has been revised in response to such comments. The prospectus also
reflects revised disclosure in response to comments received orally from the
Office of Thrift Supervision ("OTS") on the Application on Form MHC- 2 by the
Company.
COMMENT NO. 1:
WE NOTE YOUR RESPONSES AND, THOUGH NOT NECESSARILY AGREEING WITH THE
POINTS OUTLINED IN YOUR RESPONSE LETTER, HAVE DETERMINED NOT TO PURSUE THE
ISSUES BEYOND THE REVISED DISCLOSURE.
RESPONSE TO COMMENT NO. 1
Noted.
COMMENT NO. 2:
THIS WILL CONFIRM OUR AGREEMENT WITH COUNSEL THAT YOU WILL ADD A COLUMN
TO THE TABLE WHICH REFLECTS THE CUMULATIVE APPRECIATION TO DATE INFORMATION FOR
THE AFTER MARKET.
RESPONSE TO COMMENT NO. 2
The requested column has been added to the table on page 9 of the
Prospectus.
COMMENT NO. 3:
PLEASE REVISE TO REMOVE "UNAUDITED" FROM THE SEPTEMBER 30 INFORMATION
PRESENTED IN THE TABLES AND IN THE INTRODUCTORY PARAGRAPH WHERE YOU STATE, "THE
UNAUDITED SELECTED DATA ...." LABELING OR IDENTIFYING THIS INFORMATION AS
UNAUDITED CAN CREATE THE IMPRESSION THAT THE UNLABELED INFORMATION IS AUDITED.
IF YOU HAVE ENGAGED YOUR AUDITORS TO REPORT ON THE SELECTED FINANCIAL DATA WHICH
IS NOT LABELED, PLEASE INCLUDE THEIR REPORT AND HAVE THEM REVISE THEIR CONSENT
ACCORDINGLY. IF YOU HAVE NOT ENGAGED YOUR AUDITORS TO REPORT ON THE SELECTED
FINANCIAL DATA, THE STATEMENT THAT THE INFORMATION IS DERIVED FROM EITHER
AUDITED OR UNAUDITED INFORMATION IN THE HEADNOTE TO THE DATA IS SUFFICIENT TO
INFORM INVESTORS THAT THEY HAVE NOT REPORTED ON THE INFORMATION.
Barry McCarthy, Esq.
December 23, 2004
Page 3
RESPONSE TO COMMENT NO. 3
As requested, the word "unaudited" has been from the tables on pages
25, 27 and 28 and from the introductory paragraph on pages 25 and 27.
COMMENT NO. 4:
AS OF SEPTEMBER 30, 2004, THE ESTIMATED MARKET VALUE OF THE FEDERAL
HOME LOAN BANK ADVANCES AS SUBMITTED IN YOUR RESPONSE DATED DECEMBER 9, 2004 IS
$42,093,000. AS SHOWN IN YOUR RESPONSE THIS REFLECTS A PREMIUM OF $4,093,000
OVER THE $38,000,000 PRINCIPAL AMOUNT OF THE ADVANCES. AS THE CARRYING AMOUNT OF
THESE ADVANCES ON FRANKFORT FIRST BANCORP'S BALANCE SHEET AS OF SEPTEMBER 30,
2004 IS $43,444,000, IT APPEARS THE FAIR VALUE ADJUSTMENT SHOULD REDUCE THESE
ADVANCES BY $1,351,000 RATHER THAN INCREASE THE FAIR VALUE TO $47,537,000.
PLEASE REVISE THE FAIR VALUE ADJUSTMENT IN THE PROFORMA FINANCIAL DATA AND THE
DISCLOSURE IN NOTE A-10 TO FRANKFORT FIRST BANCORP'S CONSOLIDATED FINANCIAL
STATEMENT.
RESPONSE TO COMMENT NO. 4
The supplemental schedule detailing the fair value of FHLB advances as
of 9-30-04 inadvertently reflected only the fixed-rate advances. The difference
between the $38.0 million set forth on the schedule and the carrying value of
the advances on the financial statements is comprised of $5.4 million of
adjustable-rate advances. Fair value of the adjustable-rate advances is equal to
the carrying value at 9-30-04. The supplemental schedule has been revised to
include the adjustable-rate advances and to show that the schedule agrees to the
financial statements, and is provided supplementally.
COMMENT NO. 5:
PLEASE REVISE YOUR PRO FORMA BALANCE SHEETS TO RECORD THE CORE DEPOSIT
INTANGIBLE AS AN INCREASE TO OTHER ASSETS RATHER THAN A DECREASE TO DEPOSITS.
RESPONSE TO COMMENT NO. 5
The pro-forma balance sheets have been revised to reclassify the core
deposit intangible as an increase to other assets.
Barry McCarthy, Esq.
December 23, 2004
Page 4
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If you have any questions concerning this submission, please telephone
the undersigned or Gary R. Bronstein at (202) 362-0840.
Very truly yours,
MULDOON MURPHY FAUCETTE & AGUGGIA LLP
/s/ Joel E. Rappoport
Joel E. Rappoport
Enclosures
cc: Christian Windsor, Esq.
Mr. Donald Walker
Ms. Heidi Berg
Securities and Exchange Commission
Mr. Tony D. Whitaker
Kentucky First Federal Bancorp
Gary R. Bronstein, Esq.
Edward G. Olifer, Esq.
Muldoon Murphy Faucette & Aguggia LLP