<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
                              FORM 10-K/A
                                   
         Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

For the Fiscal Year Ended
Commission File
December 31, 1997                                           No. 1-8019

                    PROVIDENT FINANCIAL GROUP, INC.
                                   
Incorporated Under                                   IRS Employer I.D.
the Laws of Ohio                                        No. 31-0982792


            One East Fourth Street, Cincinnati, Ohio  45202
                        Phone:  (513) 579-2000
                                   
Securities Registered Pursuant to Section 12(b) of the Act:    None

Securities Registered Pursuant to Section 12(g) of the Act:    Common
Stock, Without Par

      Indicate  by check mark whether the Registrant (1) has filed  all
reports  required to be filed by Section 13 or 15(d) of the  Securities
Exchange  Act of 1934 during the preceding 12 months, and (2) has  been
subject  to  such  filing  requirements for  the past 90  days.   Yes X
No

     Indicate by check mark if disclosure of delinquent filers pursuant
to  Item 405 of Regulation S-K is not contained herein, and need not be
contained,  to the best of registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

      As  of  February 27, 1998, there were 42,971,330  shares  of  the
Registrant's Common Stock outstanding.  The aggregate market  value  of
the  Common  Stock  held by non-affiliates at February  27,  1998,  was
approximately  $1,039,000,000  (based upon non-affiliated  holdings  of
20,273,887 shares and a market price of $51.25 per share).

                 Documents Incorporated by Reference:
                                   
      Proxy  Statement  for  the 1998 Annual  Meeting  of  Shareholders
(portions which are incorporated by reference into Part III hereof).

                 Please address all correspondence to:
                                   
                         Christopher J. Carey
         Executive Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                        One East Fourth Street
                        Cincinnati, Ohio  45202
<PAGE>
                  PROVIDENT FINANCIAL GROUP, INC.



                      INDEX TO ANNUAL REPORT
                                 
                          ON FORM 10-K/A




PART I

  ITEM 1.   BUSINESS                                              1
  ITEM 2.   PROPERTIES                                            3
  ITEM 3.   LEGAL PROCEEDINGS                                     4
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   4

PART II

  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS                           5
  ITEM 6.   SELECTED FINANCIAL DATA                               6
  ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                   7
  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK                                          35
  ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          35
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                  68

PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   68
  ITEM 11.  EXECUTIVE COMPENSATION                               68
  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                       68
  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       68

PART IV

  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
            ON FORM 8-K                                          68

SIGNATURES                                                       71
<PAGE>
                                PART I

ITEM 1.  BUSINESS

Provident Financial Group, Inc.

Provident  Financial  is  a Cincinnati-based  commercial  banking  and
financial  services company with banks in Ohio, northern Kentucky  and
southwestern  Florida. In recent years, Provident  Financial  expanded
its  operations to provide financial services on a national scale.  At
December  31,  1997,  Provident Financial had  total  assets  of  $7.1
billion,  managed loans and leases of $6.6 billion, deposits  of  $4.7
billion and shareholders' equity of $626 million.

Effective  June 2, 1997, Provident Financial's name was  changed  from
Provident  Bancorp,  Inc.  to  better reflect  the  new  products  and
services being offered.

Provident  Financial  was incorporated in 1980;  it  became  a  public
company   later   that   year  when  American  Financial   Corporation
distributed  Provident Financial Common Stock to its shareholders.  At
December  31,  1997, Carl H. Lindner, members of his immediate  family
and  trusts  for  their  benefit, owned 44% of  the  common  stock  of
American    Financial   Group   (successor   to   American   Financial
Corporation).  This group, along with Carl H. Lindner's  siblings  and
their  families  and entities controlled by them, or  established  for
their  benefit,  owned  55%  of Provident  Financial's  Common  Stock.
Provident Financial's executive offices are located at One East Fourth
Street, Cincinnati, Ohio 45202 and its telephone number is (513)  579-
2000.

Provident  Financial has expanded its national presence and  lines  of
business in recent years through internal growth and acquisitions.  In
September  of  1997,  Provident Financial acquired  Florida  Gulfcoast
Bancorp,  Inc.,  the  parent of Enterprise National  Bank.  Enterprise
operated  three  branches in Sarasota County, Florida with  assets  of
$166  million. In February of 1997, South Hillsborough Community  Bank
was  purchased.  South  Hillsborough  had  three  offices  located  in
Hillsborough  County, Florida with assets of $38 million.  Information
Leasing  Corporation,  an equipment leasing company,  and  Procurement
Alternatives  Corporation,  Information  Leasing's  affiliated   lease
servicing  company,  were  acquired  in  December,  1996.  Information
Leasing  and Procurement Alternatives had over $110 million in  assets
at the time of purchase.

Provident  Financial  conducts  its  banking  operations  through  The
Provident Bank (in Ohio), The Provident Bank of Kentucky and Provident
Bank  of Florida. (The Provident Bank of Kentucky will be merged  into
The  Provident  Bank  on  March 23, 1998.) See  ITEM  7  "MANAGEMENT'S
DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS   OF
OPERATIONS  - Introduction and Lines of Business" for further  details
as  to  additional operations and the types of financial products  and
services offered by Provident Financial.

At  December  31,  1997,  Provident  Financial  and  its  subsidiaries
employed approximately 2,450 employees equating to approximately 2,300
full-time-equivalent employees.

                                  1
<PAGE>
Restatement of Financial Results

For  1996  and 1997, Provident Financial used the "cash-in" method  to
calculate gains on securitization of loans.  During the fourth quarter
of  1998, the Financial Accounting Standards Board and Securities  and
Exchange  Commission indicated that the "cash-out" method is the  only
acceptable method to calculate gains. Accordingly, Provident Financial
changed the methodology used in the calculation of gains for 1996  and
1997.  The  change  in methodology reduced 1997  net  income  by  $7.9
million or 18 cents per share to $107.4 million or $2.45 per share and
reduced 1996 net income by $3.1 million or 7 cents per share to  $78.1
million  or  $1.87  per  share.  See Note  R  included  in  "Notes  to
Consolidated Financial Statements".

Competition

The   financial   services   business  is  highly   competitive.   The
subsidiaries of Provident Financial compete actively with national and
state  banks,  savings  and  loan  associations,  securities  dealers,
mortgage  bankers,  finance  companies  and  other  financial  service
entities.

Supervision and Regulation

Provident  Financial is registered as a bank holding company,  and  is
subject  to  the regulations of the Board of Governors of the  Federal
Reserve  under  the  Bank  Holding Company Act  of  1956,  as  amended
("BHCA"). Bank holding companies are required to file periodic reports
with  and are subject to examinations by the Federal Reserve. The BHCA
requires Federal Reserve approval on acquisitions of control  of  more
than 5% of the voting stock or substantially all of the assets of  any
bank  or  bank  holding company. The BHCA authorizes  interstate  bank
acquisitions  anywhere in the country and allows interstate  branching
by  acquisition and consolidation in those states that have not  opted
out.  Ohio,  Kentucky and Florida did not request  out  of  interstate
branching.

Additionally,  Provident  Financial is prohibited  by  the  BHCA  from
engaging   in  nonbanking  activities,  unless  such  activities   are
determined  by the Federal Reserve to be closely related  to  banking.
The BHCA does not place territorial restrictions on the activities  of
such nonbanking-related activities.

There  are various legal and regulatory limits on the extent to  which
Provident  Financial's subsidiary banks may pay dividends or otherwise
supply  funds to Provident Financial. In addition, federal  and  state
regulatory agencies also have the authority to prevent a bank or  bank
holding  company  from  paying a dividend or  engaging  in  any  other
activity  that,  in  the opinion of the agency,  would  constitute  an
unsafe  or  unsound practice. See ITEM 7 "MANAGEMENT'S DISCUSSION  AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity"
and Note S included in "Notes to Consolidated Financial Statements".

                                  2
<PAGE>
Various  requirements and restrictions under federal  and  state  laws
regulate  the operations of Provident Financial's banking  affiliates,
requiring  the maintenance of reserves against deposits, limiting  the
nature  of loans and interest that may be charged thereon, restricting
investments   and  other  activities,  and  subjecting   the   banking
affiliates  to  regulation and examination by the Federal  Reserve  or
state banking authorities and the FDIC.

The  Financial  Institutions Reform, Recovery and Enforcement  Act  of
1989  ("FIRREA") provides that a holding company's controlled  insured
depository  institutions can be held liable for any loss incurred  by,
or  reasonably expected to be incurred by, the FDIC in connection with
the default of an affiliated insured bank or savings association.

The  Federal  Deposit Insurance Corporation Improvement  Act  of  1991
("FDICIA") covers a wide range of banking regulatory issues including:
(i)  the  recapitalization of the Bank Insurance Fund;   (ii)  deposit
insurance  reform, including requiring the FDIC to establish  a  risk-
based  premium assessment system;  (iii) substantial new  examination,
audit  and  reporting requirements on insured depository  institutions
and  (iv) a number of other regulatory and supervisory matters. FDICIA
requires   federal  bank  regulatory  authorities  to   take   "prompt
corrective action" with respect to bank organizations that do not meet
minimum capital requirements.

Provident Financial's subsidiary banks are "well capitalized" and  are
not  prohibited by FDICIA from accepting brokered deposits or offering
interest  rates on deposits higher than the prevailing rate  in  their
markets.  As  of  December 31, 1997, Provident Financial's  subsidiary
banks had brokered deposits (as defined) of $585.8 million.

The monetary policies of regulatory authorities, including the Federal
Reserve,  have a significant effect on the operating results of  banks
and bank holding companies. The nature of future monetary policies and
the  effect  of such policies on the future business and  earnings  of
Provident Financial and its subsidiaries cannot be predicted.

Provident   Securities  and  Investment  Company,  a  Provident   Bank
subsidiary, is licensed as a retail securities broker and  is  subject
to regulation by the Securities and Exchange Commission ("SEC"), state
securities  authorities  and the National  Association  of  Securities
Dealers,   Inc.  Provident  Investment  Advisors,  Inc.,  a  Provident
Financial  subsidiary, is a registered investment advisor, subject  to
regulation by the SEC and state securities authorities.

                                  3
<PAGE>
ITEM 2.  PROPERTIES

Provident  Financial  and  certain of  its  subsidiaries  lease  their
executive  offices  at  One East Fourth Street, Cincinnati,  Ohio  and
additional  space at Three East Fourth Street, Cincinnati, Ohio  under
leases  expiring in 2010 from a trust for the benefit of a  subsidiary
of  American  Financial  Group. Provident  Bank  leases  approximately
270,000 square feet of additional office space in downtown Cincinnati.
Provident  Bank  owns  five  buildings  in  the  Queensgate  area   of
Cincinnati  that contain approximately 200,000 square feet,  of  which
three  buildings are used for offices, data processing  and  warehouse
facilities  and  two buildings are leased to other parties.  Provident
Bank  owns  twenty-five of its branch locations and leases  forty-one.
Provident Kentucky owns two of its branch locations, leases  two  from
Provident  Financial  (Parent)  and leases  six  from  non-affiliates.
Provident  Florida owns two of its branch locations and  leases  four.
For  information concerning rental obligations see Note F included  in
"Notes to Consolidated Financial Statements" that are included in this
report in Part II, Item 8.

ITEM 3.  LEGAL PROCEEDINGS

In  the first quarter of 1998, Provident Financial discovered that  it
may  have inadvertently failed to file certain banking-related reports
within the timeframe required by applicable Federal regulations. Under
such  regulations, depending on the facts and circumstances, Provident
Financial  could  be assessed penalties. At the date of  this  report,
management is unable to predict whether penalties will be assessed  or
the amount of such penalties. Provident Financial and its subsidiaries
are  parties to other routine litigation incidental to their business.
The  results  of the above matters are not expected to be material  to
Provident Financial's financial condition.


ITEM  4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY 

None in the fourth quarter.

                                  4
<PAGE>
                               PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER

The Common Stock is traded on the NASDAQ Stock Market under the symbol
"PFGI". The following table sets forth, for the periods indicated, the
high and low daily closing sales prices as reported on NASDAQ and  the
quarterly dividends paid by Provident Financial.
<TABLE>
<CAPTION>
                             1997                            1996
                Fourth   Third  Second   First  Fourth   Third  Second   First
                Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
High Close      $52.50  $52.25  $47.00  $39.38  $38.00  $29.25  $25.33  $23.33
Low Close        43.25   43.13   33.50   33.50   28.83   22.67   22.11   20.67
Period End Close 48.50   47.31   42.75   35.25   34.00   29.25   23.50   22.44
Cash Dividends     .20     .20     .16     .16     .14     .14     .14     .12
</TABLE>
At February 28, 1998, there were approximately 4,200 holders of record
of Provident Financial's Common Stock.

In  1997  and  1996 Provident Financial paid dividends on  its  Common
Stock of $29.7 million and $21.4 million and on its Preferred Stock of
$.7  million  and $.5 million, respectively. Provident  Financial  has
indicated  its intention to pay annual dividends of approximately  30%
of  recurring  net earnings. It is expected that in the  next  several
years,  Provident  Financial's revenues will  consist  principally  of
dividends  paid to it by its subsidiaries and interest generated  from
lending  and  investing activities. A discussion  of  limitations  and
restrictions on the payment of dividends by subsidiaries to  Provident
Financial  is  contained  under  ITEM 7 "MANAGEMENT'S  DISCUSSION  AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity"
and Note S included in "Notes to Consolidated Financial Statements".

                                  5
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                 Five Year                             For Year Ended December 31,
                               Annual Compound     1997            1996        1995       1994       1993       1992
                               Growth Rate    As Restated (1) As Restated (1)
                                                         (Dollars In Thousands Except Per Share Amounts)
<S>                                 <C>         <C>             <C>        <C>        <C>        <C>       <C>
Earnings:
 Total Interest Income                14.7%       $571,812        $520,325   $462,396   $345,829   $286,839   $287,622
 Total Interest Expense               16.8         309,212         280,257    259,747    163,871    124,003    142,362
  Net Interest Income                 12.6         262,600         240,068    202,649    181,958    162,836    145,260
 Provision for Loan and Lease Losses  25.0          44,750          47,000     14,000     12,000     12,000     14,663
  Net Interest Income After Provision
   for Loan and Lease Losses          10.8         217,850         193,068    188,649    169,958    150,836    130,597
 Noninterest Income                   28.4         172,658         101,437     61,837     38,468     41,461     49,478
 Noninterest Expense                  16.0         225,978         175,162    143,320    120,889    112,980    107,776
  Earnings Before Income Taxes
  and Effect of Changes in
  Accounting Principles               17.9         164,530         119,343    107,166     87,537     79,317     72,299
 Applicable Income Taxes              16.6          57,093          41,198     35,306     29,871     28,045     26,535
 Effect of Changes in
  Accounting Principles             (100.0)              -               -          -          -          -     (2,146)
  Net Earnings                        19.8        $107,437         $78,145    $71,860    $57,666    $51,272    $43,618

Per Common Share Data:
 Basic Earnings (2)                   16.8%          $2.59           $1.96      $1.98      $1.56      $1.39
 Diluted Earnings (2)                 18.1            2.45            1.87       1.75       1.40       1.26
 Dividends Paid                       19.1             .72             .54        .47        .42        .36       $.30
 Basic Book Value                     14.6           14.69           12.54      10.78       9.16       8.62       7.42
 Diluted Book Value                   13.7           13.98           12.04      10.48       8.75       8.32       7.36

Balances at December 31:
 Total Investment Securities          20.3%     $1,381,707      $1,028,207   $959,904   $685,920   $701,505   $547,251
 Total Loans and Leases               11.7       5,051,842       5,311,448  4,896,076  4,204,538  3,389,888  2,900,761
 Total Managed Loans and Leases       17.8       6,584,528       5,568,709  4,896,076  4,204,538  3,389,888  2,900,761
 Reserve for Loan and Lease Losses    15.4          71,980          66,693     60,235     51,979     40,542     35,144
 Total Assets                         12.3       7,106,859       6,824,388  6,205,351  5,411,491  4,698,433  3,979,888
 Noninterest Bearing Deposits          7.2         605,166         554,262    523,631    452,458    422,689    427,776
 Interest Bearing Deposits             8.6       4,091,132       4,042,218  3,654,920  3,616,191  2,808,938  2,702,278
 Total Deposits                        8.5       4,696,298       4,596,480  4,178,551  4,068,649  3,231,627  3,130,054
 Long-Term Liabilities                82.7         786,974         949,913    820,083    383,433    275,527     38,643
 Total Shareholders' Equity           16.1         626,341         513,750    432,537    359,351    335,892    296,465

Other Statistical Information:
 Return on Average Assets                             1.56%           1.23%      1.29%      1.24%      1.30%      1.20%
 Return on Average Equity                            19.13           17.03      18.37      16.64      16.33      17.05
 Dividend Payout Ratio                               28.15           28.12      26.17      30.62      30.60      29.08

Capital Ratios at December 31:
 Total Equity to Total Assets                         8.81%           7.53%      6.97%      6.64%      7.15%      7.45%
 Tier 1 Leverage Ratio                                9.94            8.97       7.13       7.21       7.88       7.87
 Tier 1 Capital to Risk-Weighted Assets               9.67            9.19       7.52       7.86       8.89       9.20
 Tier 2 Capital to Risk-Weighted Assets               3.44            3.81       4.25       4.99       3.35       1.51
 Total Risk-Based Capital to
  Risk-Weighted Assets                               13.11           13.00      11.77      12.85      12.24      10.71

Loan Quality Ratios at December 31:
 Reserve for Loan and Lease Losses
  to Total Loans and Leases                           1.42%           1.26%      1.23%      1.24%      1.20%      1.21%
 Reserve for Loan and Lease Losses
  to Nonperforming Loans                            153.82          304.51     142.57     714.29     222.97     138.44
 Nonperforming Loans to Total
  Loans and Leases                                    0.93            0.41       0.86       0.17       0.54       0.88
<FN>
(1) The financial data as of and for the years ended December 31, 1997 and 1996 was restated as described in Note R
    to the Consolidated Financial Statements.

(2) Earnings per share amounts prior to 1997 have been restated as required to comply with SFAS No. 128, "Earnings Per
    Share". Historical earnings per share for the year ended December 31, 1992 are not presented above because they are
    not meaningful due to the conversion merger transactions with four mutual savings and loan associations in 1992.
    The annual compound growth rate provided represents a four year growth rate rather than five years.
</TABLE>
                                  6
<PAGE>
ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS

This  discussion  should  be  read in  conjunction  with  the  audited
consolidated financial statements. Average balances reported are based
on daily calculations.

From  time to time, Provident Financial Group, Inc. publishes forward-
looking  statements relating to such matters as anticipated  financial
performance,  business  prospects, new banking and  financial  service
products and similar matters. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for forward-looking statements.  In
order to comply with the terms of the safe harbor, Provident Financial
notes  that  a variety of factors could cause its actual  results  and
experiences to differ materially from the anticipated results or other
expectations expressed in its forward-looking statements. These  risks
and  uncertainties  include, without limitation, changes  in  interest
rates,  developments  in the economies served by Provident  Financial,
changes   in   anticipated  credit  quality  trends  and  changes   in
accounting,  tax  or  regulatory practices or  requirements.  Forward-
looking   statements  speak  only  as  of  the  date  made.  Provident
undertakes no obligations to update any forward-looking statements  to
reflect  events or circumstances arising after the date on which  they
are made.

In particular, statements made within "Performance Review", "Provision
for  Loan  and Lease Losses" and "Credit Risk Management"  discussions
included  within  MANAGEMENT'S DISCUSSION AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND RESULTS OF OPERATIONS have forward looking  statements.
Actual  results could vary materially because of a number  of  factors
including  a deterioration in general economic conditions which  could
adversely  affect  borrowers.  In  addition,  borrowers  could  suffer
unanticipated  losses  without regard to general economic  conditions.
The  result  of these and other factors could cause a difference  from
expectations  of  the  level of defaults and  a  change  in  the  risk
characteristics of the loan and lease portfolio and a  change  in  the
provision for loan and lease losses.

INTRODUCTION

Provident  Financial Group, Inc. (Parent), formerly known as Provident
Bancorp,  Inc.,  is a holding company for three banks,  The  Provident
Bank  (in Ohio), The Provident Bank of Kentucky and Provident Bank  of
Florida.  The  Provident  Bank of Kentucky will  be  merged  into  The
Provident Bank on March 23, 1998.

Additional operations include Provident Consumer Financial Services, a
national  mortgage loan operation; Information Leasing Corporation,  a
national   full   service  small-ticket  equipment  leasing   company;
Provident  Commercial Group, a national equipment  lease  and  finance
subsidiary;  Provident  Capital Corporation, a  national  provider  of
middle  market structured finance products; Value Systems, a  national
customer acquisition, research and development division; and Provident
Securities   and   Investment  Company,  a  full  service   registered
broker/dealer.

                                  7
<PAGE>
Business Initiatives

The  financial services industry is highly competitive. To effectively
compete  in  this  market, management has changed  the  way  it  views
banking  and  does business. These changes involve the  leveraging  of
existing  customer  relationships, providing new  ways  of  developing
customer  relationships and adding value to its products that  include
the following:

  Utilize  Technology  to Improve  Targeting  and  Pricing of Products
  and  Services  -- A data warehouse was developed to allow  Provident
  Financial to look at the financial, demographic and behavioral profile
  of each customer. This information has permitted Provident Financial
  to  differentiate  customers  in terms of  service  levels,  product
  offerings, delivery channel usage and incentives offered.

  Emphasize Loan  Origination  and  Servicing -- Management  believes
  profitability can be enhanced by focusing on customer relationships,
  in  particular  the  origination and servicing of  loans.  Provident
  Financial  securitizes and/or sells nonconforming residential  loans
  originated within its regional and national systems, while retaining
  the   servicing  of  the  loans.  The  proceeds  from   these   loan
  securitizations/sales permit Provident Financial to originate a higher
  volume of loans than would normally be possible for a bank its size.

  Develop  Niche  National   Businesses  --  Provident  Financial  has
  developed national networks for many of its products and services as a
  means of reaching new customers and diversifying its geographic base.
  Products and services offered on a nationwide basis include conforming
  and  nonconforming residential loans, commercial lending, commercial
  leasing and electronic banking services.

  Acquire  Strategic  Businesses -- To  broaden its customer base, add
  value to its product line, provide a more diverse revenue stream and
  lower  its  cost  of  funds, Provident Financial has  made  tactical
  business  acquisitions. Recent acquisitions  include  two  banks  in
  Florida  (South  Hillsborough Community Bank and  Florida  Gulfcoast
  Bancorp,  Inc.)  and  a  small  ticket  equipment  leasing   company
  (Information Leasing Corporation).

  Invest   in   Proprietary  Payment  System  and  Electronic   Banking
  Products -- During 1996, Provident Financial introduced its MeritValu
  program which is an online, multiple-merchant frequent shopper rewards
  program  that supports all methods of payments by the consumer.  The
  program allows consumers to earn rebates and spend them like cash on
  goods  and  services at participating merchants, while the merchants
  benefit from increased sales and customer data information. Provident
  Financial also is investing other development efforts, seeking various
  ways  of  adding  value  to its products and services,  particularly
  through the use of technology.

                                  8
<PAGE>
Lines of Business

For   management  reporting  purposes,   Provident  Financial   has
identified  nine  major  lines of business.  Lines  of  business  that
operate  on  a  regional  basis  are  Commercial  Banking,  Commercial
Mortgage,  Retail  and  Consumer  Lending,  while  Consumer  Financial
Services, Capital Corporation, Equipment Leasing, Information  Leasing
and Value Systems operate on a national basis.

The  business  lines  are  based on  the  management  structure  of
Provident  Financial.  Financial performance  results  are  determined
based  on  Provident Financial's management accounting process,  which
assigns  balance  sheet and income statement items  to  each  business
line. Activity-based costing is used to allocate internal expenses for
centrally provided services. Fund transfer pricing is used to allocate
interest  expense  among  the  business  lines.  The  following  table
presents  a  summary  of net earnings and managed  earning  assets  by
business line for 1997:

TABLE  1:   Net  Earnings and Managed Earning  Assets  by  Line  of
Business
<TABLE>
<CAPTION>
                           Net    Provision  Non-        Non-                       Managed
                         Interest for Loan   Interest  Interest   Income    Net     Earning
                          Income   Losses    Income     Expense   Taxes   Earnings   Assets
                                                    (In Millions)
<S>                       <C>        <C>        <C>      <C>       <C>     <C>      <C>
Regional:
 Commercial Banking        $60.5     $11.1       $3.8     $22.1    $10.9    $20.2   $1,439.9
 Commercial Mortgage        24.2        .8         .3       4.1      6.8     12.8      802.0
 Retail                     53.8         -       25.8      60.2      6.8     12.6      n.m.
 Consumer Lending           43.2      16.0       18.3      29.4      5.6     10.5    1,638.6
  Total Regional           181.7      27.9       48.2     115.8     30.1     56.1    3,880.5
National:
 Consumer Financial
  Services                  11.6        .5 (1)   46.5      25.9     11.2     20.5    1,174.6
 Capital Corporation        30.1       6.2       11.0       6.1     10.1     18.7      623.8
 Equipment Leasing           5.0        .9       19.6      14.7      3.2      5.8      460.7
 Information Leasing         8.6       1.6       10.8      12.9      1.7      3.2      193.1
 Value Systems                 -         -          -       9.1     (3.1)    (6.0)     n.m.
  Total National            55.3       9.2       87.9      68.7     23.1     42.2    2,452.2
 Other                      25.6       7.7       36.6      41.5      3.9      9.1    1,690.8
                          $262.6     $44.8     $172.7    $226.0    $57.1   $107.4   $8,023.5
<FN>
(1) An additional $29.3 million of off-balance sheet provision for credit losses pertaining to
    managed earning assets was established during 1997. See Note C, included in "Notes to
    Consolidated Financial Statements" for further details.

(n.m. -- not meaningful)
</TABLE>
A description of the lines of business follows:

Commercial  Banking  Group   is  comprised  of  four  business  units:
Commercial   Banking,   Business  Banking,  Corporate   Services   and
International   Services.  Commercial  Banking  provides   traditional
commercial  lending products and services including  working  capital,
term  and asset-based financing. Business Banking provides specialized
credit products and financial services directed to the needs of  small
business and their owners. Corporate Services provides cash management
and  group  banking  products  and  services  to  a  broad  range   of
businesses.  International Services provides  standby  and  commercial
letters  of credit, purchase and sale of foreign exchange as  well  as
documentary examination and negotiation in foreign trade matters.

                                  9
<PAGE>
Commercial  Mortgage   provides   a  complete    line   of  loans  and
services  to  support the commercial real estate market. Products  and
services include: land acquisition and development loans; construction
loans for residential and commercial developments; and long-term loans
for  multi-family projects, retail shopping centers, office buildings,
warehouses,   golf   course   developments,   light   industrial   and
distribution loans.

Retail   sells  and services consumer  and  small  business  deposits,
loans  and  investment products. The physical distribution includes  a
network  of  fifty-three traditional branches,  twenty-three  in-store
branches  and  approximately  two hundred  ATM's  in  the  Cincinnati,
Dayton, Columbus, Cleveland and northern Kentucky markets. Initiatives
include  deposit  product  improvements, the  introduction  of  a  new
indexed   savings  account,  development  and  implementation   of   a
comprehensive distribution plan and the introduction of  a  new  logo,
branch  signage  and  merchandising. The  new  "Personal  Banker"  and
"Simple Truth About Banking" concepts were introduced to the market in
1997 and will provide the foundation for future marketing strategies.

Consumer  Lending  provides  instalment,  home  equity and credit card
lending,  consumer  auto  leasing,  and  other  lending  services   to
individuals. These services are provided through third party financing
arrangements,  direct origination programs and retail branch  offices.
Consumer Lending distributes credit products to customers in Provident
Financial's core banking markets and through regional direct marketing
programs in six states primarily in the midwestern United States.

Consumer   Financial  Services  was  formed  in   1995   to  originate
conforming and nonconforming residential loans to consumers as well as
warehouse  loans  to  mortgage originators and brokers.  In  addition,
Consumer  Financial Services developed an in-house mortgage  servicing
operation  during 1997. An electronic platform has been  developed  to
permit Consumer Financial Services to enter into mortgage transactions
on  a  national  basis.  Consumer Financial Services  is  licensed  to
operate in all 50 states.

Generally,  loans  originated  by  Consumer  Financial  Services   are
sold  through securitization or whole loan sales. Sale of  residential
loans  resulted  in the recognition of approximately  $44  million  in
gains during 1997.

Capital  Corporation  is  a  national  provider  of capital to support
middle  market  leveraged financing transactions. Capital  Corporation
consists  of  three  business  units:  Structured  Finance,  Provident
Business  Credit and Provident Leveraged Capital Partners.  Structured
Finance  is  an  "event  lender" of senior debt to  support  leveraged
financings    including    management   buyouts,    recapitalizations,
acquisitions and business expansion. Provident Business  Credit  is  a
national   provider  of  asset-based  financing.  Provident  Leveraged
Capital  Partners  provides  mezzanine  financing  to  companies  with
transactions ranging in size from $2 million to $7 million.

                                  10
<PAGE>
Equipment Leasing provides lease  and  loan financing  to  commercial
and  industrial customers nationwide for the acquisition of equipment.
Transactions include term loans, finance leases, operating leases  and
other specialized credit facilities. Asset types include corporate and
commercial  aircraft,  transportation  equipment,  including   trucks,
tractors  and  freight containers, construction and mining  equipment,
manufacturing and distribution equipment. Transactions are  originated
generally  through  direct  calling and  typically  involve  equipment
costing more than $2 million.

Information  Leasing is  a  full  service equipment leasing   company
that focuses on establishing strategic relationships with high volume,
quality equipment vendors and customers. Information Leasing generates
its   business  through  contractual  vendor  programs,  master  lease
agreements, informal vendor relationships, acquiring transactions from
other  leasing concerns, and from additional equipment acquisition  by
existing  customers. Lease transactions and vendor  relationships  are
established  throughout the United States by  its  twenty  plus  sales
representatives located in all regions of the country.

Value  Systems   describes  Provident  Financial's   investments   in
innovative  product  concepts that offer  potential  as  part  of  its
overall  strategy  to  develop  customer  relationships.  The  initial
investment  in  Value  Systems is the MeritValu Services  Group  which
introduced  the  MeritValu  Rewards  Card  in  1996  for  the  greater
Cincinnati  area.  The MeritValu Rewards Card is a multiple  merchant,
neutrally  branded  frequent  shopper  program  designed  to   promote
customer  loyalty  and  build  alliances with  regional  and  national
retailers. In addition, Value Systems invests in opportunities to  add
products  and services to electronic cards and develop point  of  sale
terminals  that offer improved convenience and banking flexibility  to
customers.  Value  Systems  also includes  investments  in  innovative
marketing  concepts  that focus on value-added benefits  to  financial
products  through Provident Financial services as well as third  party
providers.

Other  includes  the  results  of  other lines  of business including
Treasury,  Trust,  Brokerage Services and Florida banking  activities,
along with the management of interest rate risk and the net effect  of
transfer  pricing. Also included are any unallocated  managed  earning
assets  and income and expense of administrative and support functions
that were not allocated to any of the other lines of business.

Restatement of Financial Results

For  1996 and  1997, Provident  Financial  used  the  "cash-in" method
to  calculate gains on the securitization of loans.  During the fourth
quarter  of  1998,  the  Financial  Accounting  Standards  Board   and
Securities  and  Exchange  Commission indicated  that  the  "cash-out"
method  is the only acceptable method to calculate gains. Accordingly,
Provident Financial changed the methodology used in the calculation of
gains  for 1996 and 1997. The change in methodology reduced  1997  net
income  by  $7.9  million or 18 cents per share to $107.4  million  or
$2.45 per share and reduced 1996 net income by $3.1 million or 7 cents
per share to $78.1 million or $1.87 per share.

                                  11
<PAGE>
While  the total amount of revenue recognized over the  term  of  a
securitization transaction is the same under either method, the  cash-
out  method  results in lower initial gains on the sale of  loans  and
higher subsequent interest income from the accretion of the additional
cash-out   discount.  Thus,  the  reductions  in  previously  reported
earnings  resulting from retroactive application of  the  change  will
generally  be  recognized in subsequent period  earnings  as  interest
income.  See  Note  R  included in "Notes  to  Consolidated  Financial
Statements".

Performance Review

The following table summarizes three-year financial data for Provident
Financial, along with calculated variances from  the  prior year:

TABLE 2:  Three-Year Variance Schedule
<TABLE>
<CAPTION>
                              1997               1996               1995               
                       Amount $ Chg % Chg Amount $ Chg % Chg Amount $ Chg % Chg 
                               (Dollars in Millions Except Per Share Data)
<S>                    <C>    <C>    <C>  <C>    <C>    <C>  <C>    <C>    <C>
Net Interest Income     $263   $23     9%  $240   $37    18%  $203   $21    11%  
Noninterest Income       173    72    70    101    39    64     62    24    61     
Total Revenue            436    95    28    341    76    29    265    45    20  
Provision for Loan
 and Lease Losses         45    (2)   (5)    47    33   236     14     2    17  
Noninterest Expense      226    51    29    175    32    22    143    22    19  
Net Earnings             107    29    37     78     6     9     72    14    25 
Total Loans and Leases 5,052  (259)   (5) 5,311   415     8  4,896   691    16   
Total Assets           7,107   283     4  6,824   619    10  6,205   794    15 
Total Deposits         4,696   100     2  4,596   417    10  4,179   110     3 
Long-Term Liabilities    787  (163)  (17)   950   130    16    820   437   114 
Stockholders' Equity     626   112    22    514    81    19    433    74    20 
Per Common Share:
  Diluted Book Value   13.98  1.94    16  12.04  1.56    15  10.48  1.73    20 
  Diluted Earnings      2.45  0.58    31   1.87  0.12     7   1.75  0.35    25 
</TABLE>
Provident Financial reported net earnings of $107.4  million for 1997
compared  to $78.1  million  for 1996  and  $71.9  million  for 1995.  
Earnings per  diluted  share  increased  311%  during  1997 to $2.45,
compared  to  $1.87 for 1996 and $1.75 for 1995. Contributing  to  the
increased earnings for 1997 and 1996 were higher revenues in both  net
interest  income  and noninterest income. Noninterest income  outpaced
net  interest income in its rate of growth during this three-year time
period  as a result of Provident Financial's emphasis on fee  revenue,
primarily  in the securitization and sale of nonconforming residential
loans.  The  growth  in net interest income was a result  of  improved
interest margins and growth in the loan and lease portfolio.

Expenses  for  Provident   Financial   have  also  increased   during
this  three-year time period. The provision for loan and lease  losses
increased  significantly during 1996, but leveled  off  in  1997.  The
increase  in the provision was a result of a higher level  of  charge-
offs,  principally in commercial, auto and credit card  lending,  than
experienced in prior years. Noninterest expense has increased over the
three  years  primarily as a result of the implementation of  business
initiatives  discussed  earlier such  as  the  national  expansion  of
Consumer  Financial Services and the development of the Value  Systems
program.

                                  12
<PAGE>
Total  assets  for  1997,  1996  and  1995  were  $7.1 billion,  $6.8
billion and $6.2 billion, respectively. The growth in total assets has
slowed  over  the three-year time period as a result of  the  sale  of
loans  and  leased  vehicles.  However,  as  Provident  Financial  has
retained the servicing of the sold loans and leases, managed loans and
leases  have  increased $1.0 billion and $.7 billion during  1997  and
1996, respectively. Asset quality ratios returned to 1995 levels after
improving  during  1996. The ratio of nonperforming  assets  to  total
assets  were  .83%, .42% and .77% as of December 31,  1997,  1996  and
1995, respectively. The ratio of reserve for loan and lease losses  to
total loans and leases improved to 1.42% at December 31, 1997 compared
to 1.26% and 1.23% at December 31, 1996 and 1995, respectively.

Provident  Financial's  reliance   on  long-term  liabilities  (long-
term debt plus junior subordinated debentures) has fluctuated over the
past  three  years  based  on funding needs. Provident  Financial  has
reduced  its  dependence  on  long-term  liabilities  by  securitizing
nonconforming  residential loans, the sale and leaseback  of  vehicles
under lease and the sale of seasoned residential loans.

Shareholders'  equity  has  grown  steadily  during  the  past   three
years  at  a  19%  to 22% growth rate per year. This growth  has  come
primarily  from retained earnings of Provident Financial, exercise  of
stock  options  and  shares of stock distributed  in  connection  with
acquisitions. Due to the growth of shareholders' equity exceeding that
of  total  assets  and the issuance of junior subordinated  debentures
which  qualify  as  Tier  1 capital, equity to  asset  and  risk-based
capital ratios have improved over the three-year time period.

The  overall   performance  of  Provident   Financial  has   improved
over  the  past  three  years  as  supported  by  various  performance
measurement ratios. These ratios include the net interest margin  (net
interest  income  to  total interest earning assets),  the  efficiency
ratio  (noninterest expense to tax equivalent revenue, excluding  non-
recurring  items  and security gains/losses), return  on  assets  (net
earnings  to average total assets) and return on equity (net  earnings
to average total equity). The following table provides a comparison of
these and other performance ratios:

TABLE 3:  Selected Performance Ratios

                                               1997     1996    1995
Net Interest Margin                            4.03%    3.96%   3.82%
Efficiency Ratio                              53.06    48.89   56.07
Return on Average Assets                       1.56     1.23    1.29
Return on Average Equity                      19.13    17.03   18.37
Average Equity to Average Assets               8.14     7.22    7.02
Common Dividend Payout to Net Earnings        27.49    27.43   22.78
Preferred Dividend Payout to Net Earnings       .66      .69    3.39

                                  13
<PAGE>
DETAILED EARNINGS ANALYSIS

Net Interest Income

Net  interest   income   equals   the  difference  between    interest
earned  on  loans,  leases and investments and  interest  incurred  on
deposits and other borrowed funds. Net interest income is affected  by
changes  in  both  interest rates and the amounts of interest  earning
assets and interest bearing liabilities outstanding.

Net  interest   margin   represents   net   interest    income  as  a
percentage of total interest earning assets. The net interest  margin,
on  a  fully taxable equivalent basis, was 4.03%, 3.96% and 3.82%  for
1997,  1996  and 1995, respectively. The improvement in  net  interest
margin over the three years is primarily due to the following:

  Composition   of  Interest  Earning Assets -- The commercial lending
  portfolio  has  grown  at a faster pace than  the  consumer  lending
  portfolio due to the sale of residential and home equity loans, along
  with the sale of leased vehicles. As the commercial lending portfolio
  has a higher average yield than other earning assets, growth in this
  type of asset will increase the net interest margin.

  Higher  Interest   Yields -- Average   interest rates  received  on
  commercial lease financing and instalment loans have increased  more
  than average rates paid on interest bearing liabilities over the three
  year  period.  The  acquisition  of  Information  Leasing's  leasing
  portfolio was a primary contributor to the increased rate received in
  the commercial lease financing portfolio.

  Interest Rate Swaps -- Provident  Financial  enters  into   interest
  rate  swap  transactions to hedge against the impact of  changes  in
  interest rates. Interest rate swaps increased the net interest margin
  by  17  basis  points  and 23 basis points  during  1997  and  1996,
  respectively, and decreased the net interest margin by 10 basis points
  during 1995.

  Interest  Free  Funds --  Interest  free  funds  (interest   earning
  assets  less interest bearing liabilities) increased $103.3  million
  (14%) in 1997 and $102.3 million (16%) in 1996. Such funds, consisting
  primarily of demand deposits and shareholders' equity, supported 13%
  of total interest earning assets in 1997 and 12% in 1996 and 1995.

Table  4  provides  an  analysis  of   net  interest    income    and
illustrates  the  interest income earned and interest expense  charged
for  each  major  component of interest earning  assets  and  interest
bearing liabilities. The net interest spread is the difference between
the  average  yield earned on assets and the average rate incurred  on
liabilities. For comparative purposes, the table has been adjusted  to
reflect tax-exempt income on a fully taxable equivalent basis assuming
an income tax rate of 35%.

                                  14
<PAGE>
TABLE 4:  Net Interest Income, Average Balances and Rates
<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                           1997                     1996                     1995
                                  Average  Income/ Average Average  Income/ Average Average  Income/ Average
                                  Balance  Expense  Rate   Balance  Expense  Rate   Balance  Expense  Rate
                                                           (Dollars in Millions)
<S>                              <C>       <C>     <C>    <C>       <C>      <C>   <C>       <C>      <C>  
ASSETS
Interest Earning Assets:
 Loans and Leases:
  Commercial Lending:
   Commercial and Financial      $2,581.0  $239.9   9.29% $2,286.2  $212.0   9.27% $2,031.9  $202.1   9.95%
   Mortgage                         495.6    46.6   9.40     457.6    41.5   9.07     428.7    39.2   9.15
   Construction                     291.9    25.7   8.81     242.1    21.5   8.89     207.3    19.5   9.40
   Lease Financing                  267.1    29.7  11.12     141.5    11.4   8.02     103.1     7.8   7.54
  Consumer Lending:
   Instalment                       813.5    80.7   9.93     972.9    92.4   9.50     945.6    86.0   9.10
   Residential                      268.5    21.9   8.14     460.3    39.0   8.47     487.9    39.2   8.03
   Lease Financing                  616.4    47.8   7.76     457.7    34.3   7.49     249.4    17.8   7.15
    Total Loans and Leases        5,334.0   492.3   9.23   5,018.3   452.1   9.01   4,453.9   411.6   9.24
 Investment Securities:
  Taxable                         1,164.2    78.5   6.74   1,026.8    67.0   6.53     835.2    49.6   5.94
  Tax-Exempt                          8.3      .5   6.13      14.3      .9   6.10      10.3      .6   5.79
   Total Investment Securities    1,172.5    79.0   6.74   1,041.1    67.9   6.52     845.5    50.2   5.94
 Federal Funds Sold and Reverse
  Repurchase Agreements              15.3      .9   5.71      17.9      .9   5.25      18.2     1.0   5.75
Total Earning Assets              6,521.8   572.2   8.77%  6,077.3   520.9   8.57%  5,317.6   462.8   8.70%
Cash and Noninterest
 Bearing Deposits                   155.9                    140.8                    146.1
Other Assets                        218.4                    136.3                    112.0
 Total Assets                    $6,896.1                 $6,354.4                 $5,575.7
LIABILITIES AND SHAREHOLDERS'
 EQUITY
Interest Bearing Liabilities:
 Deposits:
  Demand Deposits                  $246.3     5.5   2.22%   $253.5     4.9   1.93%   $255.4     5.3  2.08%
  Savings Deposits                  629.9    22.2   3.52     578.1    15.7   2.71     645.7    20.2   3.13
  Time Deposits                   3,378.2   193.8   5.74   2,989.5   172.3   5.76   2,702.5   166.9   6.17
   Total Deposits                 4,254.4   221.5   5.21   3,821.1   192.9   5.05   3,603.6   192.4   5.34
 Short-Term Debt:
  Federal Funds Purchased
   and Repurchase Agreements        493.8    26.4   5.34     610.0    32.2   5.27     489.9    28.6   5.85
  Commercial Paper                  156.9     9.2   5.86     143.6     7.9   5.49     141.5     8.4   5.93
  Short-Term Notes Payable            1.6      .1   5.23       1.7      .1   5.29       1.5      .1   5.57
   Total Short-Term Debt            652.3    35.7   5.46     755.3    40.2   5.31     632.9    37.1   5.86
 Long-Term Debt                     687.3    43.4   6.32     765.8    46.4   6.05     457.8    30.2   6.60
 Junior Subordinated Debentures      98.8     8.6   8.77       9.5      .8   8.62         -       -      -
Total Interest Bearing
 Liabilities                      5,692.8   309.2   5.43%  5,351.7   280.3   5.24%  4,694.3   259.7   5.53%
Noninterest Bearing Deposits        451.0                    398.8                    391.9
Other Liabilities                   190.7                    144.9                     98.4
Shareholders' Equity                561.6                    459.0                    391.1
Total Liabilities and
 Shareholders' Equity            $6,896.1                 $6,354.4                 $5,575.7
Net Interest Income                        $263.0                   $240.6                   $203.1
Net Interest Margin                                 4.03%                    3.96%                    3.82%
Net Interest Spread                                 3.34%                    3.33%                    3.17%
</TABLE>
In  preparing  the  net   interest   margin  table,   nonaccrual  loan
balances  are included in the average balances for loans  and  leases.
Loan  fees are included in loan and lease income as follows:   1997  -
$18.3 million, 1996 - $17.4 million and 1995 - $18.2 million.

                                  15
<PAGE>
Table  5  shows the changes in net interest income on a tax equivalent
basis  resulting from changes in volume and changes in rates.  Changes
not solely due to volume or rate have been allocated proportionately.
TABLE 5:  Net Interest Income Changes Due to Volume and Rates
<TABLE>
<CAPTION>
                                          Year Ended December 31,
                                  1997 Changes from     1996 Changes from
                                     1996 Due to           1995 Due to
                                    Volume      Rate      Volume      Rate
                                                (In Thousands)
<S>                                 <C>         <C>       <C>        <C>
Interest Earned On:
   Loans and Leases:
      Commercial Lending:
         Commercial and Financial   $27,395       $486    $24,184    $(14,295)
         Mortgage                     3,532      1,522      2,632        (345)
         Construction                 4,384       (204)     3,138      (1,093)
         Lease Financing             12,790      5,561      3,055         522
      Consumer Lending:
         Instalment                 (15,676)     4,018      2,523       3,843
         Residential                (15,670)    (1,444)    (2,277)      2,088
         Lease Financing             12,276      1,298     15,559         884
            Net Loans and Leases     29,031     11,237     48,814      (8,396)
   Investment Securities:
      Taxable                         9,206      2,276     12,169       5,218
      Tax-Exempt                       (364)         4        238          33
   Federal Funds Sold                  (148)        79        (14)        (90)
         Total                       37,725     13,596     61,207      (3,235)
Interest Paid On:
   Demand Deposits                     (143)       712        (39)       (376)
   Savings Deposits                   1,502      5,001     (1,990)     (2,513)
   Time Deposits                     22,303       (865)    16,996     (11,536)
      Total Deposits                 23,662      4,848     14,967     (14,425)
   Short-Term Debt:
      Federal Funds Purchased        (6,200)       394      6,529      (3,008)
      Commercial Paper                  762        561        123        (634)
      Short-Term Notes Payable           (6)        (1)        11          (4)
         Total Short-Term Debt       (5,444)       954      6,663      (3,646)
   Long-Term Debt                    (4,907)     1,996     18,837      (2,702)
   Junior Subordinated Debentures     7,832         14        816           -
         Total                       21,143      7,812     41,283     (20,773)
Net Interest Income                 $16,582     $5,784    $19,924     $17,538
</TABLE>
Provision for Loan and Lease Losses

Charges to provision for loan and lease losses are taken to   maintain
an  adequate balance in the reserve for such losses based on the level
of  credit risk in the lending portfolio. During 1997, 1996 and  1995,
the  provision  for  loan and lease losses was  $44.8  million,  $47.0
million   and  $14.0  million,  respectively.  Factors  which   caused
fluctuations  in the balance of reserve for loan and lease  losses  or
the level of credit risk during the three years include:

  Loan  Charge-Offs  --  Provision  expense  would   be  incurred   to
  replenish  the reduction in the reserve when a loan is charged  off.
  This assumes the level of credit risk within the lending portfolio is
  not  affected.  Net charge-offs for 1997, 1996 and 1995  were  $41.3
  million, $41.9 million and $5.7 million, respectively.

                                  16
<PAGE>
  Growth in the Lending Portfolio --  The  credit  risk of the lending
  portfolio  increases as the size of the lending portfolio  increases
  assuming no other changes to the lending portfolio. During 1997 total
  loans and leases decreased 5%, while in 1996 and 1995, total loans and
  leases grew 8% and 16%, respectively.

  Composition of the  Lending Portfolio -- The type  and  credit  grade
  of loans affect the overall credit risk of the lending portfolio. The
  percentage of consumer lending to total loans and leases was 24%, 36%
  and  39%  in 1997, 1996 and 1995 respectively. The decrease in  this
  percentage was due to the sale of consumer loans and leased vehicles
  during the past two years.

Noninterest Income

Table  6  details  the components of noninterest income  and  their change
since 1995:

TABLE 6:  Noninterest Income
<TABLE>
<CAPTION>
                                 	                                          Percentage
                                                                          (Increase Decrease)
                                        1997        1996        1995      1997/96     1996/95
                                               (In Thousands)
<S>                                    <C>         <C>         <C>          <C>         <C>    
 Service Charges on Deposit Accounts    $24,752     $21,537    $17,114       14.9%       25.8%
 Other Service Charges and Fees          37,058      29,328     20,800       26.4        41.0
 Operating Lease Income                  26,207      10,033      7,024      161.2        42.8
 Gain on Sales of Loans and Leases       60,883      26,255      6,584      131.9       298.8
 Security Gains (Losses)                  9,713          96        (86)      n.m.        n.m.
 Other                                   14,045      14,188     10,401       (1.0)       36.4
                                       $172,658    $101,437    $61,837       70.2%       64.0%
<FN>
(n.m. -- not meaningful)
</TABLE>
Noninterest income has  grown  significantly  over the past two years.
Noninterest income increased $79.2 million (75%) during 1997 and $44.3
million  (72%) during 1996. Explanations for the growth in noninterest
income by category follow:

  Service Charges on  Deposit  Accounts --  Service charges on deposit
  accounts  have increased for 1997 and 1996 as a result of  increased
  fees received on corporate and personal demand deposits accounts, and
  ATM usage.

  Other  Service Charges and  Fees -- The  recognition  of  gains  and
  fees  related  to  commercial lending has resulted in  higher  other
  service charges and fee revenue for both 1997 and 1996.

                                  17
<PAGE>
  Operating Lease  Income -- The  growth  in  operating  lease   revenue
  is the result of three activities. First $342.3 million of automobiles
  were  sold  and  leased back during 1997. As these  automobiles  are
  subleased to third-party consumers, lease revenue from the consumers,
  net  of  lease  expense  to the purchasers of  the  automobiles,  is
  recognized  as  operating lease income. Prior to the sales-leaseback
  transactions, the automobiles had been accounted for as direct finance
  leases  on  which interest income was recorded. Second,  Information
  Leasing  was acquired near the end of 1996. During 1997, Information
  Leasing recognized operating lease revenue of $8.8 million. Finally,
  operating lease revenue for Commercial Group increased $7.0  million
  and $3.0 million during 1997 and 1996, respectively.

  Gain on Sales of Loans and Leases --  Beginning  in  1996,  Provident
  Financial  has securitized and sold a large portion of  their  newly
  originated residential loans. The larger gains have been from the sale
  of  nonconforming residential loans ($37.4 million in 1997 and $19.5
  million in 1996), conforming residential loans ($6.2 million in 1997
  and $2.2 million in 1996), closed-end home equity loans ($3.7 million
  in 1997) and open-ended home equity loans ($6.7 million in 1997).

  Gain  on  sales of real estate loans contributed to 12%  and  6%  of
  Provident  Financial's  total  revenue  (net  interest  income  plus
  noninterest income) for 1997 and 1996, respectively. These gains are
  primarily  attributable to the development of the Consumer Financial
  Services  division  in 1995. No assurance can be provided  that  the
  levels of originations and favorable interest rates will continue to
  permit  the  recognition of such gains on sale of loans into  future
  years.

  Security  Gains (Losses)  --  Provident  Financial  recognized   $9.7
  million in gain from the sale of $2.3 billion of investment securities
  in  1997.  The  level  of gains from investment security  sales  was
  insignificant during 1996 and 1995. The increased level of  security
  sales during 1997 was a result of management's decision to adopt  an
  active management style, to take advantage of interest rate movements,
  and to reposition the investment security portfolio for 1998.

  Other  -- The largest components  of  revenue  within  other  income
  have  been the receipt of additional consideration related to a loan
  that had been restructured ($4.0 million in 1997 and $10.0 million in
  1996), income from investment in partnerships ($2.9 million in 1997),
  and  a  gain  on  the sale of Heritage Savings Bank's  deposits  and
  branches ($7.1 million in 1995).

                                  18
<PAGE>
Noninterest Expense

Table 7 details the components of noninterest expense and their change
since 1995:

TABLE 7:  Noninterest Expense
<TABLE>
<CAPTION>
                                                                     Percentage
                                                                 Increase (Decrease)
                                   1997       1996       1995    1997/96   1996/95
                                         (In Thousands)
<S>                              <C>        <C>        <C>        <C>        <C>
Salaries and Employee Benefits   $101,454    $79,830    $69,810    27.1%     14.4%
 Depreciation on Operating
   Lease Equipment                 17,667      7,221      4,888   144.7      47.7
 Occupancy                         12,744      9,673      8,931    31.7       8.3
 Professional Services             14,912     11,463      7,335    30.1      56.3
 Deposit Insurance                  1,279     10,824      6,168   (88.2)     75.5
 Equipment Expense                 15,208     11,348      9,242    34.0      22.8
 Charges and Fees                  12,652      8,583      7,329    47.4      17.1
 Marketing                          7,890      5,103      4,283    54.6      19.1
 Other                             42,172     31,117     25,334    35.5      22.8
                                 $225,978   $175,162   $143,320    29.0%     22.2%
</TABLE>
Noninterest  expense   increased  $50.8   million    (29%)  and  $31.8
million  (22%)  during  1997  and 1996,  respectively.  Components  of
noninterest   expense,  along  with  an  explanation   as   to   their
fluctuations, follow:

  Salaries  and   Employee  Benefits -- The  increase in  compensation
  for  1997  was primarily due to the expansion of Consumer  Financial
  Services  and the acquisition of Information Leasing. In  1996,  the
  areas  of commercial and consumer lending, securities brokerage  and
  information delivery were primarily responsible for the increase  of
  this category.

  Depreciation  on  Operating  Lease  Equipment -- The acquisition  of
  Information Leasing near the end of 1996 and the increased volume of
  operating  lease  agreements entered into by  Commercial  Group  has
  resulted in the increase in depreciation on operating lease equipment.

  Occupancy -- Increases  in  rent  expense, primarily in the areas of
  Consumer   Financial  Services  and  retail  distribution,  building
  maintenance  and utilities resulted in higher occupancy expense  for
  1997.

  Professional Services -- In 1997,  professional  services   increased
  as a result of additional expenses incurred from management consulting
  fees in the areas of Information Leasing, Value Systems, information
  delivery  and  consumer  lending. The increase  for  1996  was  from
  consulting fees for customer profitability analysis, residential loan
  subservicing and legal fees.

  Deposit Insurance -- The fluctuation of  deposit  insurance  expense
  is  the  result  of  a one-time Savings Association  Insurance  Fund
  assessment of $8.2 million during 1996 to recapitalize the fund.  In
  addition,  the  insurance  premium rate on  deposits  has  decreased
  significantly since the recapitalization of the Fund.

                                  19
<PAGE>
  Equipment Expense -- Equipment expense  has  increased  primarily as
  a result of the purchase and subsequent depreciation of computer and
  telebanking equipment for both 1997 and 1996.

  Charges and Fees -- Charges and fees  have  increased  in  1997 as a
  result of charge-offs on other real estate. The increase in 1996 was
  primarily from loan origination expense and credit card processing.

  Marketing  --  Promotional  advertisement,  primarily   for   retail
  banking  and Value Systems has resulted in the increase in marketing
  expense during 1997 and 1996.

  Other  --  Larger fluctuations  within  other  noninterest   expense
  from 1996 to 1997 were management recruitment and Year 2000 computer
  compliance  and  from  1995 to 1996 were franchise  taxes  and  data
  processing expense.

Income Taxes

The  effective tax rates for 1997, 1996 and 1995 were 34.7%, 34.5% and
32.9%,  respectively. The lower effective rate for 1995  reflects  the
reversal of tax-exempt negative goodwill associated with the  sale  of
Heritage's deposits and branches and the increase in the level of tax-
exempt interest income.

FINANCIAL CONDITION ANALYSIS

Investment Securities

Investment securities represented approximately 18% of average earning
assets in 1997, compared to 17% in 1996 and 16% in 1995. The amortized
cost  and market value of investment securities available for sale  at
the dates indicated are summarized in Table 8:

TABLE 8:  Investment Securities
<TABLE>
<CAPTION>
                                             Amortized Cost at December 31,
                                                1997        1996       1995
                                                       (In Thousands)
<S>                                          <C>         <C>         <C>
  U.S. Treasury and Federal Agency Debentures   $17,251     $83,307  $191,445
  State and Political Subdivisions               10,200       5,270         -
  Mortgage-Backed Securities                  1,044,304     654,444   629,902
  Asset-Backed Securities                       252,142     200,071    60,000
  Other Securities                               57,606      78,992    74,647
      Total Securities                       $1,381,503  $1,022,084  $955,994

                                              Market Value at December 31,
                                                1997        1996       1995
                                                       (In Thousands)
  U.S. Treasury and Federal Agency Debentures   $17,401     $83,741  $191,460
  State and Political Subdivisions               10,396       5,270         -
  Mortgage-Backed Securities                  1,043,811     658,325   633,714
  Asset-Backed Securities                       252,009     200,160    59,892
  Other Securities                               58,090      80,711    74,838
      Total Securities                       $1,381,707  $1,028,207  $959,904
</TABLE>
                                  20
<PAGE>
As  of  December 31, 1997, the aggregate book value of two  investment
securities  exceeded  ten  percent  of  shareholders'  equity.   These
securities,  Norwest Asset Securities Corporation and  Mortgage  Index
Amortizing Trust, are securitized residential mortgage pools. The book
value  of Norwest Asset and Mortgage Index was $89.4 million and $75.0
million,  respectively, and the market value  was  $90.0  million  and
$75.0 million, respectively.

Table  9  shows the December 31, 1997, maturities and weighted average
yields  for  investment securities. Yields on equity securities  which
comprise  the fixed rate, due after 10 years classification  of  other
securities have been omitted from the table. A 35% tax rate  was  used
in computing the tax equivalent yield adjustment. The yields shown are
calculated  based on original cost and effective yields  weighted  for
the  scheduled maturity of each security. Mortgage-backed  and  asset-
backed  securities are assigned to maturity categories based on  their
estimated average lives.

TABLE 9:  Investment Securities Yields and Maturities
<TABLE>
<CAPTION>
                                      Fixed Rate           Floating Rate
                                                                   Weighted
                                              Weighted             Average
                                              Average              Yield On
                                   Amortized  Yield To  Amortized  Current
                                     Cost     Maturity    Cost   Coupon Rates
                                              (Dollars in Thousands)
<S>                                <C>            <C>     <C>            <C>
U.S. Treasury and Federal Agency
  Debentures:
    Due in one year or less          $8,808        5.70%       $17       13.51%
    Due after 1 through 5 years       8,071        6.96          -           -
    Due after 5 through 10 years          -           -        170        7.26
    Due after 10 years                    -           -        185        6.55
      Total                         $16,879        6.30%      $372        7.19%

State and Political Subdivisions:
    Due in one year or less          $6,004        6.09%        $-           -%
    Due after 1 through 5 years         304        6.77          -           -
    Due after 5 through 10 years        741        7.53          -           -
    Due after 10 years                3,151        8.36          -           -
      Total                         $10,200        6.91%        $-           -%

Mortgage-Backed Securities:
    Due in one year or less        $205,833        5.82%    $7,896        6.28%
    Due after 1 through 5 years     536,153        6.78    189,141        8.17
    Due after 5 through 10 years     48,495        7.53     21,758        6.29
    Due after 10 years               34,639        7.24        389        6.81
      Total                        $825,120        6.60%  $219,184        7.91%

Asset-Backed Securities:
    Due in one year or less         $50,163        6.70%        $-           -%
    Due after 1 through 5 years      51,935        6.41     75,055        6.16
    Due after 5 through 10 years     74,989        6.68          -           -
    Due after 10 years                    -           -          -           -
      Total                        $177,087        6.61%   $75,055        6.16%

Other Securities:
    Due in one year or less            $836        6.85%      $199        6.46%
    Due after 1 through 5 years           -           -        495        7.85
    Due after 5 through 10 years        250        6.75        250        7.00
    Due after 10 years               55,576           -          -           -
      Total                         $56,662        6.83%      $944        7.33%
</TABLE>
                                  21
<PAGE>
Loans and Leases

Average net loans and leases were 81% of total average earning  assets
for both 1997 and 1996. During these two years, the composition of the
lending portfolio changed significantly. Consumer loans and leases, as
a  percent of net loans and leases, decreased from 36% at December 31,
1996  to  24%  at  December 31, 1997, due primarily  to  the  sale  of
consumer loans. During 1997, Provident Financial sold $1,183.0 million
in  residential  loans  and $244.5 million in home  equity  loans.  In
addition,  Provident Financial sold and leased back $342.3 million  of
automobiles which had previously been accounted for as consumer  lease
financings,  but are now accounted for as off-balance sheet  operating
leases.  As  a result of loans being sold with servicing retained  and
the  sale-leaseback transactions, Provident Financial has a  total  of
$1.5  billion of managed loans and leases not included in the  lending
portfolio  as of year-end 1997. Provident Financial does  not  have  a
material  exposure to foreign, energy or agricultural loans. Table  10
shows loans and leases outstanding at period end by type of loan:

TABLE 10:  Loan and Lease Portfolio Composition
<TABLE>
<CAPTION>
                                                           December 31,
                               1997            1996            1995            1994            1993
                            $       %       $       %       $       %       $       %       $       %
                                                         (Dollars in Millions)
<S>                       <C>      <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
Commercial Lending:
 Commercial and Financial 2,734    54.9   2,405    45.8   2,251    46.5   1,878    45.2   1,487    44.4
 Mortgage                   470     9.4     476     9.1     449     9.3     420    10.1     398    11.9
 Construction               305     6.1     284     5.4     266     5.5     172     4.2     140     4.2
 Lease Financing            340     6.8     239     4.6     129     2.7     110     2.6     101     3.0
Consumer Lending:
 Instalment                 624    12.6     924    17.6   1,001    20.7     931    22.4     764    22.8
 Residential - Held for S   136     2.7      74     1.4       -       -       -       -       -       -
 Residential - Portfolio      -       -     318     6.1     466     9.6     508    12.2     500    14.9
 Lease Financing            443     8.9     592    11.3     334     6.9     186     4.5       -       -
  Total Loans and Leases  5,052           5,312           4,896           4,205           3,390
Reserve for Loan and
 Lease Losses               (72)   (1.4)    (67)   (1.3)    (60)   (1.2)    (52)   (1.2)    (41)   (1.2)
                          4,980   100.0   5,245   100.0   4,836   100.0   4,153   100.0   3,349   100.0
</TABLE>
Table  11  shows the composition of the commercial and financial  loan
category by industry type at December 31, 1997:

TABLE 11:  Commercial and Financial Loans
<TABLE>
<CAPTION>
                                                                      Amount on
Type                                           Amount         %       Nonaccrual
                                                     (Dollars in Millions)
<S>                                           <C>           <C>           <C>
Construction                                     $136.9        5             $.1
Manufacturing                                     546.4       20             6.6
Transportation / Utilities                        141.4        5            12.4
Wholesale Trade                                   252.6        9             2.6
Retail Trade                                      242.5        9            10.2
Finance & Insurance                               128.3        5               -
Real Estate Operators / Investment                300.1       11             1.2
Service Industries                                443.3       16             1.9
Automobile Dealers                                117.0        4               -
Other (1)                                         425.1       16             2.8
                                               $2,733.6      100           $37.8
<FN>
(1)  Includes various kinds of loans, such as small business loans and loans with
   balances under $100,000.
</TABLE>
                                  22
<PAGE>
Table 12 shows the composition of commercial mortgage and construction
loans by loan and property type at December 31, 1997:

TABLE 12:  Commercial Mortgage and Construction Loans
<TABLE>
<CAPTION>
                           Investor  Developer  Owner  Occupied  Owner   Operator          Amount on
Type                       Mortgage  Const.   Mortgage Const.   Mortgage   Const.   Total  Nonaccrual
                                                         (In Millions)
<S>                         <C>     <C>       <C>      <C>      <C>        <C>     <C>           <C> 
Apartments                   $65.3   $46.8     $2.8      $.3       $-       $-     $115.2         $-
Office / Warehouse            87.0    41.6     24.4     16.7        -        -      169.7          -
Residential Development       13.5    80.5     11.2     10.8        -        -      116.0          -
Shopping Centers             115.8    55.2     12.1        -        -        -      183.1         .4
Land                          15.2    15.1       .6      2.0        -        -       32.9          -
Industrial Plants              7.2      .6      1.9      2.2        -        -       11.9          -
Hotel / Motel / Restaurant      .8     3.2        -        -      6.9       .7       11.6          -
Healthcare Facilities          3.6       -        -        -      4.1        -        7.7          -
Auto Sales & Service          15.6     4.7      6.5       .4        -        -       27.2          -
Churches                       3.0     1.1      7.5       .3        -        -       11.9          -
Mobile Home Parks              5.8     1.9        -        -        -        -        7.7          -
Other Commercial Properties   51.2    19.0      7.5      2.1        -        -       79.8          -
                            $384.0  $269.7    $74.5    $34.8    $11.0      $.7     $774.7        $.4
</TABLE>
Commercial and real estate construction loans outstanding at  December
31,  1997  are  shown  in  Table 13 by maturity,  based  on  remaining
scheduled repayments of principal:

TABLE 13:  Loan Maturities
<TABLE>
<CAPTION>
                                              After 1
                                   Within   but Through  After
                                   1 Year     5 Years   5 Years    Total
                                             (In Thousands)
<S>                              <C>        <C>        <C>      <C> 
Commercial and Financial         $1,366,582   $970,191 $396,783 $2,733,556
Commercial Construction              72,775    189,616   42,759    305,150
Residential Construction                  -          -    5,732      5,732
   Total                         $1,439,357 $1,159,807 $445,274 $3,044,438

Loans Due After One Year:
  At predetermined interest rates                                 $504,655
  At floating interest rates                                     1,100,426
</TABLE>
Credit Risk Management

Provident  Financial maintains a reserve for loan and lease losses  to
absorb  potential losses in its portfolio. Management's  determination
of  the adequacy of the reserve is based on reviews of specific  loans
and  leases,  credit loss experience, general economic conditions  and
other  pertinent factors. The reserve is maintained at a  level  which
management  considers to be adequate to absorb future loan  and  lease
losses.   Reserve   adjustments  needed  for   charge-offs   or   risk
characteristics in the lending portfolio are made through  changes  to
the  provision  for  loan and lease losses. Loans  and  leases  deemed
uncollectible  are  charged  off and deducted  from  the  reserve  and
recoveries on loans and leases previously charged off are added to the
reserve.

                                  23
<PAGE>
Table  14 shows selected information relating to Provident Financial's
loans, leases and reserves for loan and lease losses:

TABLE 14:  Reserve for Loan and Lease Losses
<TABLE>
<CAPTION>
                                                    December 31,
                                  1997       1996       1995       1994       1993
                                                (Dollars in Thousands)
<S>                            <C>        <C>        <C>        <C>        <C>
Daily Average Net Loans
 and Leases Outstanding        $5,258,975 $4,952,841 $4,397,275 $3,673,803 $3,056,470

Reserve for Loan and Lease
 Losses at Beginning of Period    $66,693    $60,235    $51,979    $40,542    $35,144
Provision Charged to Expense       44,750     47,000     14,000     12,000     12,000
Acquired Reserves                   1,814      1,373          -          -        737
Loans and Leases Charged Off:
 Commercial Lending:
  Commercial and Financial         17,286     17,236      5,096      2,979      3,535
  Mortgage                          1,505      1,945         94        904        752
  Construction                          -          -          -          -          -
  Lease Financing                   1,367          -          -          -          -
 Consumer Lending:
  Instalment                       24,065     24,342      8,232      5,564      4,549
  Residential                       1,141        199        127        125        102
  Lease Financing                   6,009      3,087        647          -          -
      Total Charge-Offs            51,373     46,809     14,196      9,572      8,938

Recoveries:
 Commercial Lending:
  Commercial and Financial          1,055        619      6,238      6,614         44
  Mortgage                            915        333        121        552        165
  Construction                          -          -          -          -          -
  Lease Financing                     306         14          -          -          -
 Consumer Lending: 
  Instalment                        5,766      3,490      1,994      1,806      1,345
  Residential                         145         36         13         37         45
  Lease Financing                   1,909        402         86          -          -
      Total Recoveries             10,096      4,894      8,452      9,009      1,599
Net Loans and Leases
 Charged Off                       41,277     41,915      5,744        563      7,339
Reserve for Loan and Lease
 Losses at End of Period          $71,980    $66,693    $60,235    $51,979    $40,542
Net Charge-Offs to Average
 Net Loans and Leases                 .78%       .85%       .13%       .02%       .24%
</TABLE>
Explanation as to significant changes in charge-offs between 1995  and
1997 follows:

  Commercial  and Financial  --  Commercial  and  financial  loans  of
  $17.3  million, $17.2 million and $5.1 million were charged  off  in
  1997, 1996 and 1995, respectively. Due to the significant size of many
  of  the commercial and financial loans, a few large loan charge-offs
  can result in a significant fluctuation in the total charge-offs  of
  this  loan  type. There were three charge-offs of over  one  million
  dollars in 1997 compared to six in 1996 and one in 1995.

  Instalment  --  Total  charge-offs  for  instalment   loans  totaled
  $24.1 million, $24.3 million and $8.2 million during 1997, 1996  and
  1995,  respectively. The increase in total charge-offs for 1997  and
  1996 as compared to 1995 was a result of charge-offs in indirect auto
  loans and in the credit card portfolio.

                                  24
<PAGE>
  Consumer Lease  Financings --  Consumer  lease financing charge-offs
  during  1997, 1996 and 1995 were $6.0 million, $3.1 million and  $.6
  million, respectively. The steady increase in charge-offs of this type
  is due to the growth in the consumer lease financing portfolio, prior
  to the sale-leaseback transactions on leased automobiles.

Table  15  shows the dollar amount of the reserve for loan  and  lease
losses  using  management's  estimate  by  principal  loan  and  lease
category:

TABLE 15:  Allocation of Reserve for Loan and Lease Losses
<TABLE>
<CAPTION>
                                             December 31,
                                1997    1996    1995    1994    1993
                                           (In Thousands)
<S>                           <C>     <C>     <C>     <C>     <C> 
Commercial Lending:
 Commercial and Financial     $34,844 $28,053 $26,280 $22,031 $17,379
 Mortgage                       4,461   3,993   3,774   3,493   2,993
 Construction                   5,496   4,969   4,824   3,886   3,522
 Lease Financing                5,303   4,004   1,543   1,355     889
                               50,104  41,019  36,421  30,765  24,783

Consumer Lending:
 Instalment                    14,971  17,616  18,683  17,821  14,664
 Residential                      767     718     958   1,071   1,095
 Lease Financing                6,138   7,340   4,173   2,322       -
                               21,876  25,674  23,814  21,214  15,759

                              $71,980 $66,693 $60,235 $51,979 $40,542
</TABLE>
                                  25
<PAGE>
Table 16 presents a summary of various indicators of credit quality:

TABLE 16:  Credit Quality
<TABLE>
<CAPTION>
                                                         December 31,
                               1997           1996          1995          1994           1993
                             $      %       $      %       $     %       $     %        $     %
                                                    (Dollars In Thousands)
<S>                       <C>    <C>     <C>    <C>     <C>    <C>      <C>   <C>     <C>    <C> 
Nonperforming Assets
Nonaccrual Loans (1):
 Commercial Lending:
  Commercial & Financial  37,800  63.9   14,164  49.7   26,190  54.7    2,973  28.0   10,740  39.7
  Mortgage                   335    .6      103    .4    6,716  14.0    1,869  17.6    3,861  14.3
  Construction                27    .1       71    .2       78    .2       78    .7      554   2.0
  Lease Financing          4,798   8.1    3,973  13.9    2,605   5.4        -     -      -     -
                          42,960  72.7   18,311  64.2   35,589  74.3    4,920  46.3   15,155  56.0

 Consumer Lending:
  Instalment                   -     -        -     -      230    .5        -     -      276   1.0
  Residential              3,459   5.8    2,805   9.8    1,678   3.5    1,396  13.2    2,344   8.7
  Lease Financing              -     -        -     -        -     -        -     -        -     -
                           3,459   5.8    2,805   9.8    1,908   4.0    1,396  13.2    2,620   9.7

  Total Nonaccrual Loans  46,419  78.5   21,116  74.0   37,497  78.3    6,316  59.5   17,775  65.7

Renegotiated Loans (2)       377    .6      786   2.8    4,753   9.9      961   9.1      408   1.5
  Total Nonperforming
   Loans                  46,796  79.1   21,902  76.8   42,250  88.2    7,277  68.6   18,183  67.2

Other Real Estate and
 Equipment Owned:
  Commercial              11,207  18.9    6,102  21.4    3,714   7.8      714   6.8    3,679  13.6
  Closed Bank Branches         -     -        -     -      189    .4      311   2.9      348   1.3
  Residential              1,079   1.8      475   1.7      468   1.0      350   3.3    2,140   7.9
  Multifamily                  -     -        -     -      594   1.2    1,094  10.3      676   2.5
  Land                       110    .2       15    .1      663   1.4      857   8.1    2,019   7.5
                          12,396  20.9    6,592  23.2    5,628  11.8    3,326  31.4    8,862  32.8

  Nonperforming Assets    59,192 100.0   28,494 100.0   47,878 100.0   10,603 100.0   27,045 100.0

Loans 90 Days Past Due         -
 Still Accruing            9,811         18,751         26,578          4,673          2,715

Loan and Lease Loss
 Reserve as a Percent of:
  Total Loans and Leases           1.42           1.26          1.23            1.24           1.20
  Nonperforming Loans            153.82         304.51        142.57          714.29         222.97
  Nonperforming Assets           121.60         234.06        125.81          490.23         149.91
Nonperforming Loans as a
 Percent of Total Loans
 and Leases                         .93            .41           .86             .17            .54
Nonperforming Assets as a
 Percent of:
  Total Loans, Leases and
   Other Real Estate and
   Equipment                       1.17            .54           .98            .25            .80
  Total Assets                      .83            .42           .77            .20            .58
<FN>
(1) Provident Financial generally stops accruing interest on loans and leases when the payment of
    principal and/or interest is past due 90 days or more.
(2) Loans renegotiated to provide a reduction or deferral of interest or principal because of a
    deterioration in the financial position of the borrower.
</TABLE>
Nonaccrual loans increased $25.3 million during 1997, primarily due to
five  loans  being placed on nonaccrual status. Other real estate  and
equipment  owned  increased  $5.8 million primarily  due  to  property
foreclosures on a commercial mortgage and a lease.

Nonaccrual  loans  decreased $16.4 million  during  1996.  Significant
activity within nonaccrual loans included the addition of three  loans
totaling  $9.6  million, the charge-off of five loans  totaling  $11.1
million,  the transfer of two loans to other real estate and equipment
totaling $6.6 million and two loans being brought current and  removed
from  nonaccrual status for $8.2 million. Renegotiated loans decreased
$4.0 million primarily due to the sale of one loan.

                                  26
<PAGE>
When  a  loan  is placed on nonaccrual status or is renegotiated,  the
recognition  of  interest income differs from  what  would  have  been
recognized had the loan retained its original terms. The gross  amount
of  interest income recognized during 1997 with respect to these loans
was  $373,000  compared to $4,285,000 that would have been  recognized
had  the  loans  remained current in accordance  with  their  original
terms.

Of  the  $46.4  million  in nonaccrual loans  at  December  31,  1997,
management estimates approximately $3.3 million of potential loss. The
loss  estimate  is  based,  in part, upon information  from  Provident
Financial's credit watch and impaired loan analyses ("analyses"),  and
loss exposure reports. These analyses are prepared quarterly following
detailed  discussions between lending officers, the  credit  and  loan
review   departments  and  senior  management.  The  analyses  include
nonperforming  loans along with loans and leases that were  classified
by  bank  examiners. The analyses also include loans and leases  where
potential borrower problems may raise concern about the ability of the
borrower to comply with the present loan repayment terms. These  loans
and  leases, while not nonperforming or necessarily expected to result
in  losses,  are  considered in need of closer  monitoring.  The  loss
exposure report is prepared monthly and updates loan and lease balance
information  and loss estimates from the previous analyses.  The  loss
exposure report also includes other real estate owned balances and any
loss exposure involving other real estate.

The   year-end  1997  analyses  and  loss  exposure  reports  included
approximately $31.8 million of loans and leases that were current, but
which due to the possible credit problems of such borrowers that  were
known by management or other factors, were considered to be in need of
closer monitoring. Through an ongoing monitoring process, the value of
the  collateral  securing  these loans and  leases  is  analyzed  each
quarter  to determine loss potential. A review of pertinent  loan  and
lease   information,  including  borrower  financial  statements   and
collateral  appraisals,  determined that  loans  and  leases  with  an
aggregate  principal amount of approximately $11.0  million  had  some
loss  potential. The loss potential was estimated to be  approximately
$4.8  million.  In  determining this estimate, collateral  values  are
carefully  examined  on  an  ongoing basis. Management  considers  the
present  reserve  for  loan and lease losses of $72.0  million  to  be
appropriate and adequate to cover the estimated losses in the  lending
portfolio.

                                  27
<PAGE>
Deposits

Average  total interest bearing deposits increased 11% during 1997  to
$4.3  billion  after increasing 6% during 1996 to  $3.8  billion.  The
increase in interest bearing deposits for 1997 was the result  of  the
acquisitions of the Florida banks and the growth in public  funds  and
custom  time deposits. The increase in 1996 was attributable to growth
in  brokered deposits and public funds time deposits. The public funds
deposits  are secured by depository bonds rather than pledged  assets.
For 1997 and 1996, average total interest bearing deposits represented
75%  and  71%,  respectively, of average interest bearing liabilities.
Provident  Financial  does  not  have a  material  amount  of  foreign
deposits. Table 17 presents a summary of period end deposit balances:

TABLE 17:  Deposits

                                                       December 31,
                                                   1997   1996   1995
                                                      (In Millions)
Noninterest Bearing                                $605   $554   $524
Interest Bearing Demand Deposits                    277    273    263
Savings Deposits                                    873    559    625
Certificates of Deposit Less than $100,000        1,652  1,792  1,575
Certificates of Deposit of $100,000 or More       1,289  1,418  1,192
                                                 $4,696 $4,596 $4,179

At  December 31, 1997, maturities on certificates of deposits ("CD's")
of $100,000 or more were as follows (in millions):

                    3 months or less                     $373
                    Over 3 through 6 months               178
                    Over 6 through 12 months              125
                    Over 12 months                        613
                       Total                           $1,289

Included  in CD's of $100,000 or more at December 31, 1997,  1996  and
1995  were  brokered deposits of $586 million, $765 million  and  $752
million, respectively.

In 1995, Provident Financial began issuing brokered CD's with embedded
call  options  combined with interest rate swaps  with  matching  call
dates as part of its CD program. Provident Financial has the right  to
redeem the CD's on specific dates prior to their stated maturity while
the  interest  rate  swaps are callable at  the  option  of  the  swap
counterparty. The terms and conditions of the call options embedded in
the interest rate swaps match those of the CD's, offsetting any option
risk  exposure to Provident Financial. At December 31, 1997, Provident
Financial had $356 million of callable CD's.

                                  28
<PAGE>
Borrowed Funds

Borrowed  funds  are an important source of funds to  support  earning
assets.  For  1997, average short-term debt decreased  $103.0  million
(14%)  and  average long-term debt decreased $78.5 million (10%).  The
decrease  in the average balance for federal funds purchased  was  the
primary reason for the decline in average short-term debt in 1997. The
repayment  of  $167.9 million in Federal Home Loan Bank debt  was  the
primary reason for the decrease in average long-term debt in 1997.

In 1996, average short-term debt increased $122.4 million (19%), while
average long-term debt increased $308.0 million (67%). The increase in
the average balance for federal funds purchased was the primary reason
for  the increase in average short-term debt in 1996. The issuance  of
$300 million in bank notes in December 1995 was the primary reason for
the increase in average long-term debt in 1996.

In  November  1996, Provident Financial established Provident  Capital
Trust  I.  Capital Trust issued Capital Securities of $100 million  of
preferred  to  the  public  and  $3,093,000  of  common  to  Provident
Financial.  Proceeds from the issuance of the capital securities  were
invested   in   Provident   Financial's  8.60%   Junior   Subordinated
Debentures,   due   2026.   Taken  together,   Provident   Financial's
obligations  under the Guarantee, the Declaration, the  Indenture  and
the  Debentures  provide  a full and unconditional  guarantee  of  the
Capital Securities. The sole assets (excluding interest receivable  on
the  Debentures  and  prepaid  expenses)  of  Capital  Trust  are  the
Debentures.

Capital Resources

Total  stockholders' equity at December 31, 1997 and 1996  was  $626.3
million  and  $513.8  million,  respectively.  The  increase  in   the
stockholders'  equity  during 1997 was primarily  the  result  of  net
income exceeding dividends paid for the year.

The  common  dividend payout to net earnings ratio was 27.49%,  27.43%
and  22.78% for 1997, 1996 and 1995, respectively. Provident Financial
declared  two  common dividend rate increases during 1997.  The  first
quarter  dividend rate was increased from $.14 per share to  $.16  per
share and the third quarter dividend rate was increased from $.16  per
share  to  $.20  per  share. Provident Financial  also  increased  the
quarterly  common dividend rate during 1996 and 1995 by a  total  $.02
and $.01, respectively.

The preferred dividend payout to net earnings ratio was .66%, .69% and
3.39%  for  1997,  1996 and 1995, respectively. This  ratio  decreased
significantly  in  1996 due to the conversion  of  301,146  shares  of
Preferred Stock into 4,234,865 shares of Common Stock during  December
1995. As of December 31, 1997, 70,272 shares of Preferred Stock remain
outstanding which is convertible into 988,200 shares of Common Stock.

                                  29
<PAGE>
Provident Financial's capital expenditure program in recent years  has
included expansion and improvement in the branch, ATM, and telebanking
networks,   and  improvements  to  data  processing  capabilities   of
Provident Financial. Capital expenditures for 1998 are estimated to be
approximately $19 million and include the purchase or construction  of
computer  equipment  and  software, office  building  renovations  and
branch  enhancements.  Management believes  that  currently  available
funds  and  funds provided by normal operations will be sufficient  to
meet these capital expenditure requirements.

LIQUIDITY

Adequate  liquidity  is  necessary to meet  the  borrowing  needs  and
deposit  withdrawal requirements of customers as well  as  to  satisfy
liabilities,  fund  operations  and support  asset  growth.  Provident
Financial  has  a  number of sources to provide for  liquidity  needs.
First,  liquidity needs can be met by the liquid assets on its balance
sheet  such as cash and deposits with other banks. Additional  sources
of liquidity include the sale of investment securities and the sale of
commercial  and  consumer loans and leases. Provident  Financial  sold
$1.4  billion  of  residential and home equity loans during  1997.  In
addition,  Provident Financial sold and leased back  $342  million  in
leased vehicles during 1997. Another source for providing liquidity is
the  generation of new deposits. Provident Financial may  borrow  both
short-term  and long-term funds. Provident Financial has an additional
$687.5  million  available for borrowing under a  bank  note  program.
Approximately  $39.3 million of long-term debt is  due  to  be  repaid
during 1998.

Although no significant capital expenditures are expected during 1998,
Provident  Financial (Parent) still has liquidity needs. The  Parent's
primary  liquidity  needs  will be the payment  of  dividends  to  its
preferred   and   common  shareholders,  funds  for  activity   within
commercial  paper and interest payments on long-term debt.  The  major
source  of  liquidity for the Parent is dividends paid to  it  by  its
subsidiaries. The Parent received no dividends in 1997, $25 million in
1996 and $23 million in 1995 from its subsidiaries. The maximum amount
available for dividends that may be paid in 1998 to the Parent by  its
banking subsidiaries without approval is approximately $167.6 million,
plus  1998  net  earnings. Management believes that amounts  available
from  the banking subsidiaries will be sufficient to meet the Parent's
liquidity  requirements in 1998. Under the Federal  Deposit  Insurance
Corp.  Improvement  Act  of  1991 ("FDICIA"),  an  insured  depository
institution, such as Provident Financial's banking subsidiaries, would
be prohibited from making capital distributions, including the payment
of  dividends,  if,  after making such distribution,  the  institution
would  become  "undercapitalized" (as such  term  is  defined  in  the
statute).  A  discussion  of restrictions on transfer  of  funds  from
subsidiaries to Provident Financial is presented in Note  S,  included
in "Notes to Consolidated Financial Statements".

Additional  sources of liquidity to the Parent include  loan  payments
and  sales of investment securities. At December 31, 1997, the  Parent
had  $175 million and $40 million in lines of credit with unaffiliated
banks  to  support commercial paper borrowings of $202.0  million  and
other general obligations, respectively. As of January 13, 1998, these
lines had not been used.

                                  30
<PAGE>
OFF-BALANCE SHEET FINANCIAL AGREEMENTS

Provident Financial employs derivatives, such as interest rate  swaps,
interest  rate caps, financial futures and forward contracts primarily
to  manage  the  interest rate risk inherent in Provident  Financial's
core businesses.

Provident  Financial  uses interest rate swaps  as  its  primary  off-
balance   sheet   financial  instrument.   At   December   31,   1997,
approximately $1.54 billion in interest rate swaps held  by  Provident
Financial essentially convert a fixed rate of interest into a  shorter
repricing  frequency.  Approximately $1.50 billion  are  pay  variable
receive  fixed swaps used to convert the interest rate sensitivity  of
long-term  fixed  rate  deposit and debt  liabilities  to  a  floating
interest rate based on LIBOR.

Interest rate swaps in which Provident Financial pays a fixed rate  of
interest  in exchange for receiving a floating interest rate of  LIBOR
or  prime  rate  are used to manage the interest rate risk  associated
with  long-term  fixed  rate commercial real estate  loans.  Provident
Financial had $46 million of pay fixed receive variable rate swaps  at
December 31, 1997.

Provident  Financial  manages the credit risk  in  these  transactions
through  its  counterparty  credit policy,  which  limits  transacting
business  only with counterparties classified as investment  grade  by
the  rating  agencies  of Moody's and Standard  &  Poor's.  Generally,
Provident  Financial  requires bilateral collateral  agreements  as  a
technique to reduce credit risk. These bilateral collateral agreements
have threshold credit limits above which investment securities must be
pledged  as collateral for the mark-to-market. At December  31,  1997,
Provident  Financial  pledged investment securities  with  a  carrying
value of $501,000 as collateral to a counterparty to cover the mark-to-
market.  As a second credit risk measure, Provident Financial utilizes
bilateral  netting of interest payments. The frequency and  timing  of
the  interest  payments  are matched between  counterparties,  thereby
reducing the credit exposure.

At  December 31, 1997, there were no past due amounts on any  interest
rate  swap.  Provident Financial has never experienced a  credit  loss
related  to  an off-balance sheet financial agreement,  and  does  not
reserve for credit losses on these transactions.

Table  18 shows the changes in interest rate swap agreements  for  the
years  ending  December  31, 1997 and 1996.  The  notional  amount  of
interest  rate swaps decreased during 1997 as a result of a  shift  in
deposits  from  fixed rate certificates of deposits to  variable  rate
premium index deposits. Also, interest rate swaps were eliminated from
the  investment  securities  portfolio  due  to  proposed  changes  in
accounting treatment by the Financial Accounting Standards Board.

                                  31
<PAGE>
TABLE 18:  Interest Rate Swap Agreement Activity

                                                   1997           1996
                                                      (In Millions)
Beginning Notional Amount                        $2,134         $1,802
New Contracts                                       579            729
Matured / Terminated Contracts                   (1,168)          (397)
Ending Notional Amount                           $1,545         $2,134


Provident  Financial  uses  financial futures  contracts  and  forward
contracts to manage interest rate risk in a manner similar to interest
rate  swap  agreements. At December 31, 1997, Provident Financial  had
$18.5  million  in forward contracts and no outstanding  positions  in
financial  futures  contracts.  The forward  contracts  were  for  the
delivery  of mortgage back securities at fixed prices from January  to
March, 1998.

Provident  Financial maintains a portfolio of interest rate swaps  and
caps  sold  to  corporate customers at their  request  to  manage  the
interest   rate  risk  associated  with  their  borrowings.  Provident
Financial  offsets  the interest rate risk of customer  swap  and  cap
transactions  by  purchasing an offsetting position in  interest  rate
swaps  and caps of matching terms. Provident Financial executes  these
transactions as a customer convenience and does not consider itself to
be  a  dealer  in these financial instruments. At December  31,  1997,
Provident  Financial's  positions in matched  customer  interest  rate
swaps and caps were $128.8 million in notional principal amount.

INTEREST RATE SENSITIVITY

Recognizing  that interest rate risk is inherent in its core  business
activities and understanding that fluctuating interest rates may cause
volatility  in  its net interest income, Provident Financial  actively
engages in the interest rate risk management process. At December  31,
1997,  Provident  Financial's interest rate sensitivity  position  was
within established guidelines.

Provident  Financial develops forecasts and assumptions as to  deposit
growth and mix, loan growth and mix, deposit and loan pricing spreads,
early  repayment  of assets and early redemption of  liabilities.  The
resulting  impact  on  net interest income is  then  evaluated,  given
potential changes in interest rates.

Provident  Financial actively manages and makes modifications  to  its
balance  sheet  through  product  structuring,  product  pricing,  and
promotional  offerings  to  achieve its targeted  interest  rate  risk
management objectives. If management believes additional modifications
to  Provident  Financial's  sensitivities are  warranted,  off-balance
sheet financial agreements such as interest rate swaps, interest  rate
caps  and  futures contracts are employed. A summary of  the  interest
rate  swap  positions  may  be  found in  Note  O  of  the  "Notes  to
Consolidated Financial Statements".

                                  32
<PAGE>
Provident  Financial  employs  several analytical  techniques  in  the
assessment  of interest rate risk, including gap analysis,  simulation
analysis,  duration  analysis, and market value  of  portfolio  equity
analysis.  Provident  Financial  relies  most  heavily  on  simulation
analysis as it's primary analytical technique.

Provident  Financial simulates net interest income over a  variety  of
interest  rate scenarios including "shock" analysis of +/-  100  basis
points  and  +/-  200  basis points. These shock scenarios  assume  an
instantaneous and permanent change in the pricing of all interest rate
sensitive   assets,  liabilities  and  off-balance   sheet   financial
agreements  and  do  not give consideration to any management  of  the
shock  by Provident Financial. As a result, these shock scenarios  are
considered worst case scenarios through which Provident Financial  can
quantify  its  maximum exposures. At December 31, 1997,  a  100  basis
point  increase in interest rates would lower net interest  income  by
4.4%  over  the  following  twelve months, while  a  100  basis  point
decrease  in interest rates would raise net interest income  by  0.1%.
Similarly,  a 200 basis point increase in interest rates  would  lower
net interest income by 8.4% over the following twelve months, while  a
200  basis  point decrease in interest rates would raise net  interest
income by 1.9%.

Provident  Financial  also  simulates net interest  income  through  a
market  driven  forecast using forward yield  curves  implied  by  the
financial  futures markets. Provident Financial develops most  of  its
strategies  and  tactics using the forward yield  curve  as  the  base
interest rate scenario.

Table  19  provides a summary of Provident Financial's  gap  analysis,
which  measures the difference between interest sensitive  assets  and
liabilities repricing in the same time period. For this analysis, cash
flow  of  assets  and liabilities are segregated by  their  stated  or
forecasted  repricing  intervals. The  forecasted  repricing  includes
assumptions  of  early  loan repayments based  on  industry  averages.
Similarly,  assumptions  are  made to the  anticipated  repricing  and
maturity  characteristics of liability products with managed  interest
rates such as NOW and money market accounts. Adjustments are then made
for  the  impact of off-balance sheet derivatives. Provident Financial
manages  its gap through a targeted 12 month cumulative time  horizon.
At  December  31,  1997, management assessed its  gap  position  as  a
liability  sensitivity  of  approximately 12%  through  the  12  month
cumulative  period. A liability sensitivity implies  potential  margin
compression  in  a  rising  rate  environment,  and  potential  margin
expansion in a falling rate environment.

                                  33
<PAGE>
TABLE 19:  Gap Analysis

                                            Repricing Time Periods
                                     Within  4 - 12  1 - 5  Over 5
                                    3 Months Months  Years   Years  Total
                                             (Dollars in Millions)
Interest Earning Assets:
Loans and Leases                     $2,702    $543  $1,417   $390  $5,052
Investments Securities                  364     166     566    286   1,382
Federal Funds Sold and Reverse
 Repurchase Agreements                    2       -       -      -       2
    Total Interest Earning Assets     3,068     709   1,983    676   6,436

Interest Bearing Liabilities:
Deposits                                653   1,816   1,306    316   4,091
Short-Term Debt                         806       -       -      -     806
Long-Term Debt and Junior                                                -
 Subordinated Debentures                 24      26     377    360     787
  Total Interest Bearing Liabilities  1,483   1,842   1,683    676   5,684

Interest Rate Swaps                  (1,348)    122     608    618       -

Interest Sensitivity Gap               $237 $(1,011)   $908   $618    $752

Cumulative Interest Sensitivity Gap           $(774)   $134   $752

Cumulative Gap as a Percent of
  Earning Assets                               (12%)     2%    12%

YEAR 2000 COMPLIANCE

Many existing computer programs use only two digits to identify a year
in  the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century.  If  not
corrected,  many computer applications could fail or create  erroneous
results by or at the Year 2000.

The   Year  2000  issue  is  being  actively  addressed  as  it  could
significantly  affect Provident Financial's operations.  Many  of  its
computer   systems  do  not  meet  Year  2000  requirements.   It   is
management's estimate that it will cost approximately $10  million  to
correct  all  of  its  application systems. As of December  31,  1997,
Provident  Financial has expensed $1.5 million for the  correction  of
this problem. Management's plan calls for all of its computer programs
to  be  corrected  by  the  end of the third  quarter  of  1998,  with
subsequent testing of the programs during the fourth quarter  of  1998
and all of 1999.

                                  34
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See   Item  7  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations - Interest Rate Sensitivity".





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    INDEX TO FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors                   36

Financial Statements:

Provident Financial Group, Inc. and Subsidiaries
    Consolidated Balance Sheets                                     37
    Consolidated Statements of Earnings                             38
    Consolidated Statements of Changes in Shareholders' Equity      39
    Consolidated Statements of Cash Flows                           40
    Notes to Consolidated Financial Statements                      41

Supplementary Data:

Quarterly Consolidated Results of Operations (unaudited)            67


                                  35
<PAGE>
           REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Board of Directors
Provident Financial Group, Inc.

We  have  audited  the  accompanying consolidated  balance  sheets  of
Provident  Financial Group, Inc. and subsidiaries as of  December  31,
1997  and  1996, and the related consolidated statements of  earnings,
changes  in shareholders' equity and cash flows for each of the  three
years   in  the  period  ended  December  31,  1997.  These  financial
statements  are  the  responsibility of the  management  of  Provident
Financial  Group, Inc. Our responsibility is to express an opinion  on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the  audit
to  obtain reasonable assurance about whether the financial statements
are  free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as  well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  the consolidated financial statements  referred  to
above  present  fairly,  in  all material respects,  the  consolidated
financial position of Provident Financial Group, Inc. and subsidiaries
at  December 31, 1997 and 1996, and the consolidated results of  their
operations  and their cash flows for each of the three  years  in  the
period  ended December 31, 1997, in conformity with generally accepted
accounting principles.

As  discussed in Note R, Provident Financial Group, Inc. has  restated
its  financial  statements as of December 31, 1997 and  1996  and  the
years  then  ended  to  adopt the "cash out"  method  of  valuing  its
retained interest in securitized assets.



                                             ERNST & YOUNG LLP




Cincinnati, Ohio
January 13, 1998, except for Note R, as to
which the date is January 19, 1999

                                  36
<PAGE>
<TABLE>
                      PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                   (Dollars in Thousands)
<CAPTION>
                                                                   December 31,
                                                               1997          1996
                                                           As Restated   As Restated
                                                            See Note R    See Note R
<S>                                                         <C>           <C>
                          ASSETS
Cash and Noninterest Bearing Deposits                         $274,521      $208,097
Federal Funds Sold and Reverse Repurchase Agreements             1,720        70,650
Investment Securities Available for Sale
  (amortized cost - $1,381,503 and $1,022,084)               1,381,707     1,028,207
Loans and Leases (Net of Unearned Income):
  Commercial Lending:
    Commercial and Financial                                 2,733,556     2,404,890
    Mortgage                                                   469,505       475,882
    Construction                                               305,150       283,673
    Lease Financing                                            340,302       239,064
  Consumer Lending:
    Instalment                                                 624,340       924,561
    Residential - Held for Sale                                136,183        73,545
    Residential - Portfolio                                          -       318,070
    Lease Financing                                            442,806       591,763
      Total Loans and Leases                                 5,051,842     5,311,448
    Reserve for Loan and Lease Losses                          (71,980)      (66,693)
      Net Loans and Leases                                   4,979,862     5,244,755
Premises and Equipment                                         183,854       145,641
Other Assets                                                   285,195       127,038
                                                            $7,106,859    $6,824,388

           LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Noninterest Bearing                                       $605,166      $554,262
    Interest Bearing                                         4,091,132     4,042,218
      Total Deposits                                         4,696,298     4,596,480
  Short-Term Debt                                              806,125       599,540
  Long-Term Debt                                               688,157       850,934
  Guaranteed Preferred Beneficial Interests in
    Provident Financial Group, Inc.'s Fixed Rate
    Junior Subordinated Debentures                              98,817        98,979
  Accrued Interest and Other Liabilities                       191,121       164,705
      Total Liabilities                                      6,480,518     6,310,638
Shareholders' Equity:
  Preferred Stock, 5,000,000 Shares Authorized:
    Series D, 70,272 Issued                                      7,000         7,000
  Common Stock, No Par Value, $.30 Stated Value:
    110,000,000 Shares Authorized, 42,325,882
    and 40,655,916 Issued                                       12,482        11,973
  Capital Surplus                                              196,617       160,586
  Retained Earnings                                            406,440       323,544
  Reserve for Retirement of Capital Securities                   3,667         6,667
  Unrealized Gain on Marketable Securities
    (net of deferred income tax)                                   135         3,980
      Total Shareholders' Equity                               626,341       513,750
                                                            $7,106,859    $6,824,388
</TABLE>
See notes to consolidated financial statements.

                                  37
<PAGE>
<TABLE>
                    PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF EARNINGS
                           (In Thousands, Except Per Share Data)
<CAPTION>
                                                      Year Ended December 31,
                                                    1997       1996       1995
                                                 As Restated As Restated
                                                 See Note R  See Note R
<S>                                               <C>        <C>        <C>
Interest Income:
 Interest and Fees On Loans and Leases            $492,114   $451,805   $411,336
 Interest on Investment Securities:
  Taxable                                           78,495     67,013     49,626
  Exempt from Federal Income Taxes                     331        566        389
                                                    78,826     67,579     50,015
 Interest on Federal Funds Sold and Reverse
  Repurchase Agreements                                872        941      1,045
   Total Interest Income                           571,812    520,325    462,396
Interest Expense:
 Interest on Deposits:
  Savings and Demand Deposits                       27,670     20,598     25,516
  Time Deposits                                    193,779    172,341    166,881
                                                   221,449    192,939    192,397
 Interest on Short-Term Debt                        35,640     40,130     37,113
 Interest on Long-Term Debt                         43,461     46,372     30,237
 Interest on Junior Subordinated Debentures          8,662        816          -
  Total Interest Expense                           309,212    280,257    259,747
   Net Interest Income                             262,600    240,068    202,649
Provision for Loan and Lease Losses                (44,750)   (47,000)   (14,000)
 Net Interest Income After Provision for
  Loan and Lease Losses                            217,850    193,068    188,649
Noninterest Income:
 Service Charges on Deposit Accounts                24,752     21,537     17,114
 Other Service Charges and Fees                     37,058     29,328     20,800
 Operating Lease Income                             26,207     10,033      7,024
 Gain on Sales of Loans and Leases                  60,883     26,255      6,584
 Security Gains (Losses)                             9,713         96        (86)
 Other                                              14,045     14,188     10,401
  Total Noninterest Income                         172,658    101,437     61,837
Noninterest Expenses:
 Compensation:
  Salaries                                          82,222     65,448     56,773
  Benefits                                          13,047     10,544      9,180
  Profit Sharing                                     6,185      3,838      3,857
 Depreciation on Operating Lease Equipment          17,667      7,221      4,888
 Occupancy                                          12,744      9,673      8,931
 Professional Services                              14,912     11,463      7,335
 Deposit Insurance                                   1,279     10,824      6,168
 Equipment Expense                                  15,208     11,348      9,242
 Charges and Fees                                   12,652      8,583      7,329
 Marketing                                           7,890      5,103      4,283
 Other                                              42,172     31,117     25,334
  Total Noninterest Expenses                       225,978    175,162    143,320
Earnings Before Income Taxes                       164,530    119,343    107,166
Applicable Income Taxes                             57,093     41,198     35,306
  Net Earnings                                    $107,437    $78,145    $71,860

Basic Earnings Per Common Share                      $2.59      $1.96      $1.98
Diluted Earnings Per Common Share                     2.45       1.87       1.75
</TABLE>
See notes to consolidated financial statements.

                                  38
<PAGE>
<TABLE>
                            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                    (In Thousands, Except Per Share Data)

<CAPTION>
                                                                  Retained      Reserve for             Unrealized
                                                                  Earnings      Retirement              Gains (Losses)
                                  Preferred   Common    Capital   As Restated   of Capital   Treasury   On Marketable
                                  Stock       Stock     Surplus   See Note R    Securities   Stock      Securities
<S>                               <C>        <C>       <C>        <C>            <C>          <C>        <C>
Balance at January 1, 1995        $37,000    $10,427   $107,264   $210,355       $10,667      $(134)     $(16,228)

  Net Earnings                                                      71,860
  Cash Dividends Declared on
    Common Stock, $.47 Per Share                                   (16,372)
  Cash Dividends Declared on
    Preferred Stock, $6.56
    Per Share                                                       (2,437)
  Allocation for Retirement of
    Capital Securities                                              (2,333)        2,333
  Retirement of Capital
    Securities                                                       4,000        (4,000)
  Exercise of Stock Options                       15        845
  Change in Unrealized Gains (Losses)
    on Marketable Securities                                                                               18,770
  Purchase of Treasury Stock                                                                 (6,109)
  Sale of Treasury Stock                                             (361)                    4,761
  Conversion of Preferred Stock
    to Common Stock                 (30,000)   1,261    28,739
  Reissuance of Treasury Stock
    Pursuant to Acquisition                                           306                     1,444
  Adjustment to Value of
    Restricted Shares                                      388
  Other                                                     77         (1)

Balance at December 31, 1995          7,000   11,703   137,313    265,017         9,000         (38)        2,542

  Net Earnings                                                     78,145
  Cash Dividends Declared on
    Common Stock, $.54 Per Share                                  (21,434)
  Cash Dividends Declared on
    Preferred Stock, $7.63
    Per Share                                                        (536)
  Allocation for Retirement of
    Capital Securities                                             (1,667)       1,667
  Retirement of Capital
    Securities                                                      4,000       (4,000)
  Exercise of Stock Options                       43     1,776
  Change in Unrealized Gains (Losses)
    on Marketable Securities                                                                                1,438
  Sale of Treasury Stock                                               21                        38
  Shares Issued in Acquisitions                  228    21,522
  Other                                           (1)      (25)        (2)

Balance at December 31, 1996          7,000   11,973   160,586    323,544        6,667            -         3,980

  Net Earnings                                                    107,437
  Cash Dividends Declared on
    Common Stock, $.72 Per Share                                  (29,535)
  Cash Dividends Declared on
    Preferred Stock, $10.13
    Per Share                                                        (712)
  Allocation for Retirement of
    Capital Securities                                             (1,000)      1,000
  Retirement of Capital
    Securities                                                      4,000      (4,000)
  Exercise of Stock Options                      223    15,845
  Acquisitions                                   286    20,105      2,702                                     143
  Change in Unrealized Gains (Losses)
    on Marketable Securities                                                                               (3,988)
  Other                                                     81          4

Balance at December 31, 1997         $7,000  $12,482  $196,617   $406,440      $3,667             $-         $135
</TABLE>
See notes to consolidated financial statements.

                                  39
<PAGE>
<TABLE>
                          PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In Thousands)
<CAPTION>
                                                                           Year Ended December 31,
                                                                        1997         1996        1995
                                                                     As Restated   As Restated
                                                                     See Note R    See Note R
<S>                                                                  <C>           <C>        <C>
Operating Activities:
  Net Earnings                                                         $107,437     $78,145    $71,860
  Adjustments to Reconcile Net Earnings to
   Net Cash Provided by Operating Activities:
    Provision for Loan and Lease Losses                                  44,750      47,000     14,000
    Amortization of Goodwill                                              1,648       1,187        626
    Amortization of Unearned Income and Other                          (101,428)    (46,121)   (24,670)
    Depreciation of Premises and Equipment                               29,723      16,201     12,023
    Realized Investment Security (Gains) Losses                          (9,713)        (96)        86
    Proceeds From Sale of Loans Held for Sale                         1,159,079     467,894    156,309
    Origination of Loans Held for Sale                                 (926,060)   (469,489)  (152,982)
    Realized Gains on Loans Held for Sale                               (43,591)    (21,765)    (2,410)
    Realized Gains on Sale of Other Loans and Leases                    (17,292)     (4,490)    (4,174)
    (Increase) Decrease in Interest Receivable                              607      (2,348)    (5,650)
    (Increase) Decrease in Other Assets                                (150,000)      7,134     (9,637)
    Increase (Decrease) in Interest Payable                                (275)     (1,563)     8,795
    Deferred Income Taxes                                                18,828      17,273     28,769
    Increase in Other Liabilities                                         8,024       6,810     11,088
      Net Cash Provided by Operating Activities                         121,737      95,772    104,033

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                                               2,288,053      79,398     34,316
    Proceeds from Maturities and Prepayments                            147,316     625,698    227,117
    Purchases                                                        (2,627,773)   (678,794)  (289,376)
  Investment Securities Held to Maturity:
    Proceeds from Sales                                                       -           -        416
    Proceeds from Maturities and Prepayments                                  -           -     28,611
    Purchases                                                                 -           -   (244,755)
  Proceeds from Sale-Leaseback Transactions                             330,000           -          -
  Net Increase in Loans and Leases                                     (150,252)   (389,778)  (671,476)
  Net Increase in Premises and Equipment                                (65,223)    (55,845)   (42,464)
  Acquisitions                                                           13,632         971       (185)
    Net Cash Used in Investing Activities                               (64,247)   (418,350)  (957,796)

Financing Activities:
  Net Increase (Decrease) in Deposits                                   (78,206)    417,770    109,902
  Net Increase (Decrease) in Short-Term Debt                            206,305     (49,519)   115,533
  Principal Payments on Long-Term Debt                                 (208,438)   (188,841)   (25,637)
  Proceeds from Issuance of Long-Term Debt and
    Junior Subordinated Debentures                                       34,440     228,440    462,178
  Cash Dividends Paid                                                   (30,247)    (21,970)   (18,809)
  Purchase of Treasury Stock                                                  -           -     (6,109)
  Proceeds from Sale of Common Stock                                     16,068       1,878      5,260
  Net Increase (Decrease) in Other Equity Items                              82         (27)       464
    Net Cash Provided by (Used In) Financing Activities                 (59,996)    387,731    642,782
    Increase (Decrease) in Cash and Cash Equivalents                     (2,506)     65,153   (210,981)
Cash and Cash Equivalents at Beginning of Period                        278,747     213,594    424,575
    Cash and Cash Equivalents at End of Period                         $276,241    $278,747   $213,594

Supplemental Disclosures of Cash Flow Information:
  Cash Paid for:
    Interest                                                           $309,488    $281,820   $250,952
    Income Taxes                                                         27,000      18,000     11,000
  Non-Cash Activity:
    Transfer of Loans and Premises and Equipment to Other Real Estate    13,098       8,906      4,420
    Common Stock Issued in Acquisitions                                  20,391      21,750      1,750
    Reclassification of Investment Securities from Held to Maturity
      to Available for Sale                                                   -           -    247,385
    Securitization of Residential Loans                                       -      64,025          -
    Residual Interest Securities Created from the Sale of Loans          79,269      23,200          -
</TABLE>
See  notes  to  consolidated  financial statements.

                                  40
<PAGE>
           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. ORGANIZATION  AND ACQUISITIONS  Effective June 2, 1997,  Provident
Financial  Group, Inc.'s name was changed from Provident Bancorp, Inc.
to better reflect the new products and services being offered.

Provident  Financial is a Cincinnati-based bank holding company  which
owns  and  operates  three banking subsidiaries, The  Provident  Bank,
Provident  Bank  of  Kentucky  and Provident  Bank  of  Florida.  (The
Provident Bank of Kentucky will be merged into The Provident  Bank  on
March  23,  1998.) While Provident Financial banking subsidiaries  are
located  in Ohio, northern Kentucky and southwest Florida, it provides
services to customers on a national basis.

In  September  1997,  Provident Financial acquired  Florida  Gulfcoast
Bancorp,  Inc.,  the parent of Enterprise National  Bank  for  712,712
shares  of Provident Financial Common Stock having an aggregate  value
of  $34.9  million.  Enterprise operated three  branches  in  Sarasota
County,  Florida. The acquisition was accounted for as  a  pooling  of
interest.  Prior periods' financial information has not been  restated
due to immateriality.

In  February  1997,  Provident Financial purchased South  Hillsborough
Community Bank for 189,259 shares of Provident Financial Common Stock,
having  an  aggregate  value of $7.2 million. South  Hillsborough  had
three  offices located in Southeast Hillsborough County, approximately
20  miles  south  of  Tampa. The acquisition was accounted  for  as  a
purchase   with  $3.0  million  of  goodwill  being  recorded.   South
Hillsborough  was renamed Provident Bank of Florida  and  merged  with
Enterprise National Bank in 1997.

In  December  1996,  Provident Financial acquired Information  Leasing
Corporation,   an   equipment   leasing   company,   and   Procurement
Alternatives  Corporation,  Information  Leasing's  affiliated   lease
servicing  company. Provident Financial issued 776,786 shares  of  its
Common  Stock at the date of the acquisition plus an additional 84,183
shares  of  its Common Stock during 1997 for meeting certain financial
objectives.  An additional 174,746 shares of its Common Stock  and  $2
million  will  be  paid  to  the  former  shareholders  if  additional
financial  objectives are met over the next three  fiscal  years.  The
acquisition  was  accounted for as a purchase with  $20.6  million  of
goodwill being recorded.

In   1995,   Provident  Financial  purchased  Mathematical  Investment
Management,  Inc.,  a  mutual  fund advisor,  for  103,622  shares  of
Provident  Financial Common Stock. The mutual fund assets  advised  by
Mathematical  Investment  were  merged  into  Riverfront  Funds,  Inc.
("Riverfront"),  a  proprietary family of mutual funds.  The  purchase
method  was  used to account for the acquisition with $1.9 million  of
goodwill being recorded.

Pro-forma   results  of  operations  as  though  South   Hillsborough,
Information   Leasing,  Procurement  Alternatives   and   Mathematical
Investment  had  occurred  at the beginning  of  the  period  are  not
provided  due  to  the immaterial effects it would have  on  Provident
Financial's financial statements taken as a whole.

                                  41
<PAGE>
B.   ACCOUNTING  POLICIES  The following is a summary  of  significant
accounting policies:

RESTATEMENT  For 1996 and 1997, Provident Financial used the "cash-in"
method  to  calculate  gains on securitization of  loans.  During  the
fourth  quarter of 1998, the Financial Accounting Standards Board  and
Securities  and  Exchange  Commission indicated  that  the  "cash-out"
method  is the only acceptable method to calculate gains. As a result,
Provident  Financial  has restated its previously issued  Consolidated
Financial Statements for 1997 and 1996 to reflect the cash-out method.
See Note R.

BASIS  OF PRESENTATION  The consolidated financial statements  include
the accounts of Provident Financial and its subsidiaries, all of which
are  wholly  owned. Provident Financial's investments in  partnerships
(included in "Other Assets") are carried at the lower of cost  or  net
realizable  value  and  are adjusted for changes  in  equity.  Certain
estimates are required to be made by management in the preparation  of
the  consolidated  financial statements. All significant  intercompany
balances    and    transactions   have   been   eliminated.    Certain
reclassifications  have  been  made to conform  to  the  current  year
presentation.

STATEMENT  OF  CASH  FLOWS  For cash flow purposes,  cash  equivalents
include  amounts  due from banks and federal funds  sold  and  reverse
repurchase  agreements.  Generally, federal  funds  sold  and  reverse
repurchase agreements are purchased and sold for one-day periods.

INVESTMENT   SECURITIES   Investment  securities  are  classified   as
available for sale or trading. Securities classified as available  for
sale  are intended to be held for indefinite periods of time.  Certain
interest  rate swaps have been entered into that relate to  securities
classified  as available for sale. These securities and interest  rate
swaps  are stated at fair value with unrealized gains and losses  (net
of taxes) reported as a separate component of shareholders' equity.

Securities  purchased  with  the intention of  recognizing  short-term
profits  are  classified  as  trading and  are  included  with  "Other
Assets".  These  securities are carried at fair value with  unrealized
gains  and  losses  classified as "Noninterest Income".  The  specific
identification  method is used for determining gains and  losses  from
securities transactions.

LOANS   Interest  on  loans is computed on the  outstanding  principal
balance.  The portion of loan fees which exceeds the direct  costs  to
originate the loan is deferred and recognized as interest income  over
the  actual lives of the related loans using the interest method.  Any
premium  or  discount  applicable  to  specific  loans  purchased   is
amortized  over the remaining lives of such loans using  the  interest
method.  Loans  are  generally placed on nonaccrual  status  when  the
payment  of  principal and/or interest is past due 90  days  or  more.
However, instalment loans are not placed on nonaccrual status  because
they  are charged off when 120 days to 150 days past due. In addition,
loans  that are well secured and in the process of collection are  not
placed  on  nonaccrual  status. When a loan is  placed  on  nonaccrual
status,  any interest income previously recognized that has  not  been


                                  42
<PAGE>
received is reversed. Future interest income is recorded only  when  a
payment  is received. Provident Financial generally recognizes  income
on impaired loans on a cash basis.

FINANCE  LEASING   Unearned  income  on  direct  financing  leases  is
amortized  over  the terms of the leases resulting in  an  approximate
level rate of return on the net investment in the leases. Income  from
leveraged lease transactions is recognized using a method which yields
a  level  rate  of  return  in relation to Provident  Financial's  net
investment  in  the  lease. The investment includes  the  sum  of  the
aggregate  rentals  receivable and the  estimated  residual  value  of
leased  equipment  less  unearned  income  and  third  party  debt  on
leveraged leases. Commercial leases are generally placed on nonaccrual
status  when  payments  are past due 90 days or  more  while  consumer
leases are generally charged off when 120 days to 150 days past due.

LOAN AND LEASE LOSS RESERVE  The reserve for loan and lease losses  is
maintained  to  absorb  potential losses  in  the  lending  portfolio.
Management's determination of the adequacy of the reserve is based  on
reviews  of specific loans and leases, credit loss experience, general
economic  conditions  and  other pertinent  factors.  The  reserve  is
increased  by  charges to earnings, as provisions for loan  and  lease
losses.  Loans  and leases deemed uncollectible are  charged  off  and
deducted  from  the  reserve  and  recoveries  on  loans  and   leases
previously charged off are added to the reserve.

Provident  Financial accounts for impaired loans  in  accordance  with
Statement  of  Financial  Accounting  Standards  ("SFAS")   No.   114,
"Accounting by Creditors for Impairment of a Loan," as amended by SFAS
No.  118, "Accounting by Creditors for Impairment of a Loan --  Income
Recognition   and  Disclosures".  Provident  Financial   considers   a
commercial  nonperforming  loan to be an impaired  loan  where  it  is
probable that all amounts due will not be collected according  to  the
contractual terms of the loan agreement. Provident Financial  measures
the  value of an impaired loan based on the present value of  expected
future cash flows discounted at the loan's effective interest rate or,
if  more practical, at the loan's observable market price, or the fair
value of the collateral if the loan is collateral dependent.

LOAN SALES  Provident Financial classifies loans that are intended  to
be sold within a short period of time as held for sale. Such loans are
carried  at  the  lower of aggregate cost or market value.  Gains  and
losses  on  loan  sales  are  included in  "Noninterest  Income".  For
unsecuritized  loan  sales, gains and losses  are  determined  by  the
difference between the sale proceeds and the carrying value  of  loans
sold.  These gains and losses are adjusted, where appropriate, by  the
present value of the difference between estimated future net servicing
revenues  and  normal  servicing revenues and by  any  other  item  as
provided  for  in the sales agreement. The resulting excess  servicing
fees are deferred and amortized as an adjustment to service fee income
over  the  estimated  life  of the related loans  using  the  interest
method.

                                  43
<PAGE>
Provident Financial began selling nonconforming residential  loans  in
1996  and  home equity loans in 1997. These sales have been  primarily
through  securitized  public offerings. Under these  types  of  sales,
gains  or losses are determined based on the calculated present  value
of future cash flows of the underlying loans, net of interest payments
to  security  holders,  loan  loss assumptions  and  normal  servicing
revenue.  These  net  cash  flows, which are represented  by  residual
interest  securities, are included in "Investment Securities Available
for Sale".

SFAS  No. 122, "Accounting for Mortgage Servicing Rights" was  adopted
by  Provident  Financial on January 1, 1996.  Under  this  SFAS,  when
mortgage  loans  are  originated or purchased by  an  institution  and
subsequently sold or securitized with servicing retained, the cost  of
the  loan shall be allocated between the loan (without servicing)  and
the  fair value of the servicing. Prior to this SFAS, no costs of  the
loan were allocated to the servicing. The adoption of this SFAS had no
material   impact  on  Provident  Financial's  consolidated  financial
position or results of operations.

Provident  Financial adopted SFAS No. 125, "Accounting  for  Transfers
and  Servicing of Financial Assets and Extinguishments of Liabilities"
effective January 1, 1997. This SFAS provides accounting and reporting
standards  for  transfers  and  servicing  of  financial  assets   and
extinguishment of liabilities occurring after December 31, 1996. These
standards are based on a financial-components approach that focuses on
control. Under this approach, after a transfer of financial assets, an
entity  recognizes the financial and servicing assets it controls  and
the  liabilities it has incurred, derecognizes financial  assets  when
control  has  been  surrendered,  and  derecognizes  liabilities  when
extinguished.  Also, this SFAS provides standards  for  distinguishing
transfers of financial assets that are sales from transfers  that  are
secured  borrowings.  The adoption of SFAS No.  125  did  not  have  a
material impact on Provident Financial's financial position or results
of operations.

PREMISES AND EQUIPMENT  Premises and equipment are stated at cost less
depreciation  and  amortization that are computed principally  on  the
straight-line method over the estimated useful lives of the assets.

Provident  Financial  adopted  SFAS  No.  121,  "Accounting  for   the
Impairment  of  Long-Lived  Assets and for  Long-Lived  Assets  to  Be
Disposed  Of"  on January 1, 1996. This SFAS requires that  long-lived
assets and certain identifiable intangibles be reviewed for impairment
whenever  circumstances indicate that the carrying value  may  not  be
recoverable.  An  impairment loss is recorded  when  the  sum  of  the
expected  future cash flows is less than the carrying  amount  of  the
assets.  The adoption of SFAS 121 had no material impact on  Provident
Financial's consolidated financial position or results of operations.

                                  44
<PAGE>
OTHER REAL ESTATE OWNED  Real estate owned is recorded at the lower of
cost  or  fair  value  and  is included in "Other  Assets".  Provident
Financial's policy is to include in the cost of real estate owned  the
unpaid balance of applicable loans, costs of foreclosure, unpaid taxes
and  subsequent  major repairs. However, in no case  is  the  carrying
value  of  real estate owned greater than net realizable  value.  Real
estate  taxes  are  capitalized on real estate held  for  development.
Other costs are expensed as incurred.

INTANGIBLES   The  excess of the purchase price over net  identifiable
tangible  and  intangible  assets  acquired  in  a  purchase  business
combination  (goodwill) is included in other assets. Goodwill  related
to  bank  acquisitions is amortized over varying periods not exceeding
25  years. Goodwill related to nonbank acquisitions is amortized  over
varying periods not exceeding 40 years.

RESERVE  FOR  RETIREMENT OF CAPITAL SECURITIES  The Capital  Notes  of
Provident Bank included in "Long-Term Debt" are designated as "Capital
Securities" under Ohio law. In accordance with the terms of the Notes,
Provident  Bank has classified a portion of its retained  earnings  as
"Reserve for Retirement of Capital Securities" in amounts designed  to
replace the Notes with capital at the time those Notes are repaid.

BENEFIT PLANS  SFAS No. 123, "Accounting for Stock-Based Compensation"
encourages,  but  does  not require, adoption of  a  fair  value-based
accounting   method  for  stock-based  employee  compensation   plans.
Provident  Financial elected to continue its accounting in  accordance
with  APB  Opinion No. 25, "Accounting for Stock Issued to Employees",
whereby  no  compensation expense is recognized for  the  granting  of
stock options.

INCOME  TAXES  Provident Financial files a consolidated federal income
tax return that includes all of its subsidiaries. Subsidiaries provide
for  income  taxes on a separate-return basis and remit  to  Provident
Financial amounts determined to be currently payable.

OFF-BALANCE  SHEET  FINANCIAL AGREEMENTS  Provident Financial  employs
derivatives such as interest rate swaps, interest rate caps, financial
futures  and  forward contracts to manage the interest sensitivity  of
certain  on-balance  sheet assets and liabilities.  The  net  interest
income or expense on interest rate swaps is accrued and recognized  as
an  adjustment to the interest income or expense of the associated on-
balance  sheet  asset  or  liability. Realized  gains  and  losses  on
interest rate swap transactions used to manage interest rate risk that
are terminated prior to maturity are deferred and amortized as a yield
adjustment over the remaining original life of the agreement. Deferred
gains   and   losses  are  recorded  in  "Other  Assets"  and   "Other
Liabilities",  as applicable. At December 31, 1997, these  unamortized
amounts were immaterial. Futures and forwards are also used to  manage
exposure  to changes in interest rates. Realized gains and  losses  on
futures  and forward contracts used for risk management are  deferred.
These  deferred  items  are either amortized  to  interest  income  or
expensed  over  the  life  of  the assets  and  liabilities  they  are
associated  with, or are recognized as a component of  income  in  the
period of disposition of the assets and liabilities.

                                  45
<PAGE>
EARNINGS  PER  COMMON SHARE  SFAS No. 128, "Earnings  Per  Share"  was
issued  in  1997. This SFAS replaced the calculation  of  primary  and
fully  diluted earnings per share with basic and diluted earnings  per
share.  Unlike  primary earnings per share, basic earnings  per  share
excludes  any  dilutive effects of options, warrants  and  convertible
securities.  Diluted  earnings  per  share  is  very  similar  to  the
previously  reported  fully diluted earnings per share.  Earnings  per
share   amounts  for  all  periods  have  been  presented,  and  where
appropriate, restated as required by the SFAS.

C.   INVESTMENT  SECURITIES  The amortized cost and  estimated  market
values  of  securities  available for sale  at  December  31  were  as
follows:

                                               Gross      Gross      Estimated
                                   Amortized Unrealized Unrealized     Market
                                     Cost      Gains     Losses        Value
                                                 (In Thousands)
1997:
  U.S. Treasury and Federal Agency
    Debentures                       $17,251      $175       $(25)     $17,401
  State and Political Subdivisions    10,200       196          -       10,396
  Mortgage-Backed Securities       1,044,304     1,572     (2,065)   1,043,811
  Asset-Backed Securities            252,142       110       (243)     252,009
  Other Securities                    57,606     1,788     (1,304)      58,090
                                  $1,381,503    $3,841    $(3,637)   1,381,707

1996:
  U.S. Treasury and Federal Agency
    Debentures                       $83,307      $498       $(64)     $83,741
  State and Political Subdivisions     5,270         -          -        5,270
  Mortgage-Backed Securities         654,444     5,571     (1,690)     658,325
  Asset-Backed Securities            200,071       413       (324)     200,160
  Other Securities                    78,992     3,149     (1,430)      80,711
                                  $1,022,084     $9,631    $(3,508) $1,028,207

Investment  securities with a carrying value of  approximately  $441.9
million   and  $476.1  million  at  December  31,  1997,   and   1996,
respectively,  were pledged as collateral to secure public  and  trust
deposits,  repurchase  agreements, Federal  Home  Loan  Bank  ("FHLB")
advances, interest rate swap agreements and for other purposes.

In 1997, 1996 and 1995 gross gains of $12,553,000, $96,000 and $18,000
and  gross  losses of $2,840,000, $- and $104,000, respectively,  were
realized  on the sale of securities Available for Sale. In 1995,  FHLB
stock,  classified as Held to Maturity, was sold. Provident  Financial
was  no  longer required to hold the stock due to the sale of deposits
of  Heritage  Savings Bank. The stock was sold at its  cost  basis  of
$416,000  resulting in no gain or loss. No other sales  of  securities
classified  as Held to Maturity occurred in 1997, 1996 or 1995.  Taxes
on security gains (losses) were $3.4 million, $34,000 and ($30,000) in
1997, 1996 and 1995, respectively.

                                  46
<PAGE>
Mortgage-backed and asset-backed securities are shown below  based  on
their  estimated  average  lives  at  December  31,  1997.  All  other
securities are shown by contractual maturity. Expected maturities will
differ  from  contractual maturities because borrowers  may  have  the
right to call or prepay obligations with or without call or prepayment
penalties.

                                               Amortized     Estimated
                                                  Cost    Market Value
                                                    (In Thousands)
Due in one year or less                           $279,756    $278,618
Due after 1 through 5 years                        860,354     861,214
Due after 5 through 10 years                       147,453     147,420
Due after 10 years                                  93,940      94,455
   Total                                        $1,381,503  $1,381,707

Included  in  investment securities are residual  interest  securities
representing  the  present value of net cash flows  due  to  Provident
Financial  from  loan  securitizations and sales.  Components  of  the
residual interest securities and the underlying assumptions follow:
<TABLE>
<CAPTION>
                                                  Closed-End
                                                 Nonconforming  Closed-End   Open-End
                                                  Residential   Home Equity  Home Equity
                                                          (Dollars in Thousands)
<S>                                                 <C>          <C>        <C>
Estimated Cash Flows of Underlying Loans,
  Net of Payments to Certificate Holders            $210,485     $7,040     $12,947
Less:
  Off-Balance Sheet Allowance for Loan Losses        (41,725)      (595)       (504)
  Servicing and Insurance Expense                    (21,487)    (1,068)     (1,779)
  Discount to Present Value                          (46,687)    (1,015)     (1,757)
Carrying Value of Residual Interest Securities      $100,586     $4,362      $8,907

Assumptions Used (Weighted Average):
  Prepayment Speed (initial)                           10.00%     15.00%       n/a
  Prepayment Speed (ramps up to)                       26.00      15.00        n/a
  Repayment Rate (overall)                              n/a        n/a        40.00%
  Provision for Loan Losses (annual basis)              1.13       0.30        0.15
  Provision for Loan Losses (% of original balance)     3.78       0.79        0.30
  Discount Rate                                        11.34       9.36        9.23
</TABLE>

D.    LEASING   Provident  Financial  originates  leases   which   are
classified as either finance leases or operating leases, based on  the
terms  of  the  lease  arrangement. When a lease is  classified  as  a
finance lease, the future lease payments, net of unearned income,  and
the  estimated residual value of the leased property at the end of the
lease  term  is  recorded as an asset under "Loans  and  Leases".  The
amortization  of  the unearned income is recorded as interest  income.
When  a lease is classified as an operating lease, the leased property
is  recorded as an asset and included within "property and  premises".
The  rental  income  is  recorded  as  noninterest  income  while  the
depreciation  on  the  leased  property  is  recorded  as  noninterest
expense.

                                  47
<PAGE>
Commercial  lease  financing includes the  leasing  of  transportation
equipment,   manufacturing  equipment,  data  processing  and   office
equipment.  The  majority  of  the leases  are  classified  as  direct
financing  leases, with expiration dates over the next 1 to  8  years.
Rentals receivable at December 31, 1997 and 1996 include $17.3 million
and $12.5 million, respectively, for leveraged leases which is net  of
principal and interest on the nonrecourse debt. The residual values on
the  leveraged  leases  that were entered into  are  estimated  to  be
approximately $58.2 million and $47.4 million in total at December 31,
1997 and 1996, respectively.

Consumer lease financing is the leasing of automobiles. The leases are
classified as direct financing leases, with expiration dates over  the
next  1  to 6 years. This type of credit was initiated in 1994 and  is
principally directed toward individuals.

The components of the net investment in lease financing at December 31
were as follows:
<TABLE>
<CAPTION>
                                              1997                    1996
                                    Commercial   Consumer   Commercial   Consumer
                                                     (In Thousands)
<S>                                   <C>         <C>         <C>         <C>
Rentals Receivable                    $279,301    $247,785    $211,350    $387,067
Leases in Process                       38,680       7,024       1,104       7,701
Estimated Residual Value of
  Leased Assets                         96,052     255,976      81,011     306,034
                                       414,033     510,785     293,465     700,802
Less:  Unearned Income                 (73,731)    (67,979)    (54,401)   (109,039)
  Net Investment in Lease Financing   $340,302    $442,806    $239,064    $591,763
</TABLE>
The  following is a schedule by year of future minimum lease  payments
to be received for the next five years as of December 31, 1997:

                                                 Commercial   Consumer
                                                     (In Thousands)
[S]                                               [C]         [C]
1998                                               $95,698     $83,873
1999                                                69,246      77,047
2000                                                50,036      54,192
2001                                                31,471      25,414
2002                                                15,937       6,697
Thereafter                                          16,913         562
     Total                                        $279,301    $247,785

Operating  leases consist of the leasing of transportation  equipment,
manufacturing  equipment,  data processing  and  office  equipment  to
commercial clients. Terms of the leases range from 1 to 12  years.  At
the expiration of an operating lease, the leased property is generally
sold  or another lease agreement is initiated. As of December 31, 1997
and  1996,  leased  equipment,  net of  depreciation,  totaled  $112.4
million and $95.1 million, respectively.

                                  48
<PAGE>
In  addition  to the leases discussed above, Provident Financial  sold
$342.3   million   of   vehicles,  subject  to  finance   leases,   to
institutional investors under sale-leaseback transactions. Under terms
of these transactions, Provident Financial continues to collect rental
payments from its original lessees. Provident Financial, as lessee, is
accounting  for  the leaseback of these vehicles as operating  leases.
Differences between the rentals received from the original lessees and
the  rentals  paid  to the investors will be recorded  as  noninterest
income.

E.   RESERVE  FOR LOAN AND LEASE LOSSES  The changes in the  loan  and
lease loss reserve for the years ended December 31 were as follows:

                                            1997      1996      1995
                                                  (In Thousands)
Balance at Beginning of Period             $66,693   $60,235   $51,979
Provision for Loan and Lease Losses
  Charged to Earnings                       44,750    47,000    14,000
Acquired Reserves                            1,814     1,373         -
Recoveries Credited to the Reserve          10,096     4,894     8,452
                                           123,353   113,502    74,431
Losses Charged to the Reserve              (51,373)  (46,809)  (14,196)
  Balance at End of Period                 $71,980   $66,693   $60,235


The following table shows Provident Financial's investment in impaired
loans as defined under SFAS No. 114 as amended by SFAS No. 118:

                                                      1997        1996
Impaired Loans Requiring a Valuation Allowance of      (In Thousands)
$2.4 Million in 1997 and $2.2 Million in 1996        $3,325     $5,159
Impaired Loans Not Requiring a Valuation Allowance    6,273      5,484
Total Impaired Loans                                 $9,598    $10,643

Average Balance of Impaired Loans for the Year      $14,310    $16,428

The  valuation allowance recorded on impaired loans is included in the
reserve for loan losses.

Loans  and leases on nonaccrual status at December 31, 1997, 1996  and
1995   were   $46.4   million,  $21.1  million  and   $37.5   million,
respectively. Loans renegotiated to provide a reduction or deferral of
interest  or  principal  were  $377,000, $786,000  and  $4,753,000  at
December 31, 1997, 1996 and 1995, respectively.

                                  49
<PAGE>
F.  PREMISES AND EQUIPMENT  The following is a summary of premises and
equipment at December 31:
                                                     1997         1996
                                                       (In Thousands)
Land                                               $8,321       $7,381
Buildings                                          22,929       21,266
Leasehold Improvements                             10,604        6,650
Furniture and Fixtures                             98,181       70,887
Operating Lease Equipment                         143,211      112,418
                                                  283,246      218,602
Less Depreciation and Amortization                (99,392)     (72,961)
  Total                                          $183,854     $145,641

The  future gross minimum rentals under noncancelable leases  for  the
rental of premises and equipment for 1998 and subsequent years are  as
follows:

                                                Premises    Equipment
                                                    (In Thousands)
1998                                              $8,195         $694
1999                                               7,651          495
2000                                               7,148          230
2001                                               6,752           48
2002                                               6,654            -
Thereafter                                        34,192            -
     Total                                       $70,592       $1,467

Rent   expense  for  all  bank  premises  and  equipment  leases   was
$8,519,000,  $6,596,000  and  $5,692,000  in  1997,  1996  and   1995,
respectively.

G. SHORT-TERM DEBT  Short-term debt was as follows at December 31:
<TABLE>
<CAPTION>
                                                       1997      1996      1995
                                                        (Dollars in Thousands)
<S>                                                  <C>       <C>       <C>
Year End Balance:
  Federal Funds Purchased and Repurchase Agreements  $602,588  $458,375  $490,419
  Commercial Paper                                    202,018   139,665   145,321
  U.S. Treasury Demand Notes                            1,519     1,500     1,500
Weighted Average Interest Rate at Year End:
  Federal Funds Purchased and Repurchase Agreements      5.68%     5.96%     5.60%
  Commercial Paper                                       5.33      5.17      5.60
  U.S. Treasury Demand Notes                             5.25      5.15      5.15
Maximum Amount Outstanding at Any Month End:
  Federal Funds Purchased and Repurchase Agreements  $687,374  $713,830  $717,349
  Commercial Paper                                    202,018   143,867   150,503
  U.S. Treasury Demand Notes                            2,746     1,500     1,500
</TABLE>
At  December  31, 1997, Provident Financial had $175 million  and  $40
million  in  lines  of  credit  with  unaffiliated  banks  to  support
commercial   paper   borrowings   and   other   general   obligations,
respectively. As of January 13, 1998, these lines had not been used.

                                  50
<PAGE>
H.   LONG-TERM  DEBT   Long-term debt consisted of  the  following  at
December 31:
<TABLE>
<CAPTION>
                                      Stated   Effective   Maturity    December 31,
Description                           Rate (1) Rate (2)    Date      1997       1996
                                                                      (In Thousands)
<S>                                   <C>      <C>       <C>       <C>        <C>
Provident Financial:
   Miscellaneous Notes Payable (3)    Various  Various   Various     $1,913     $2,458
Subsidiaries:
   $1 Billion Bank Notes Program:
      Fixed Rate Senior Notes          6.13     6.48     2000       299,571    299,426
      Fixed Rate Senior Notes (4)      7.17     5.64     2005        12,500     12,500
   Notes Payable to Federal
    Home Loan Bank:
      LIBOR Based Notes                 n/a      n/a      n/a             -     50,000
      LIBOR Based Notes                 n/a      n/a      n/a             -    117,195
      LIBOR Based Notes                5.75     5.75     1999        11,000          -
      Fixed Rate Notes (5)            Various  Various   Various      2,416      1,356
   Subordinated Notes:
      Fixed Rate Notes                 6.38     6.31     2004        99,607     99,542
      Fixed Rate Notes                 7.13     6.87     2003        74,942     74,931
      Fixed Rate Capital Notes         9.00     9.27     1998         4,000      8,000
   Debt Secured by Equipment Leases:
      Fixed Rate Notes                 5.74     5.22     2004        96,251    104,213
      Fixed Rate Notes                 5.84     5.32     2004        23,116     24,999
      Fixed Rate Notes                 5.63     5.63     2005        32,676          -
      Fixed Rate Notes (6)            Various  Various   Various     30,129     56,214
      Fixed Rate Notes                16.00    16.00     1998            36        100
                                                                    686,244    848,476
         Total                                                     $688,157   $850,934
<FN>
 (1) Stated rate reflects interest rate on notes as of December 31, 1997.
 (2) Effective rate reflects interest rate paid as of December 31, 1997 after adjustments for
     notes issued at discount or premium, capitalized fees associated with the issuance of the
     debt and interest rate swap agreements entered to alter the note rate.
 (3) Interest rates range up to 9.50% and maturity dates range up to 2002.
 (4) Provident has an option to call this debt in year 2000. Interest rate swaps of an equal
     amount have been matched against this debt and have identical call provisions except that
     the swaps are callable by the swap counterparty, not Provident.
 (5) Interest rates vary from 5.00% to 9.50% and maturity dates which vary up to 2005.
 (6) Interest rates vary from 6.12% to 17.10% and maturity dates which vary up to 2002.
</TABLE>
Under  Provident Bank's amended $1 Billion Bank Notes  program,  notes
can  be issued with either fixed or floating rates. The notes are  not
secured nor insured by the FDIC. Subordinated notes qualify as Tier  2
capital  while  senior  notes do not. At  December  31,  1997,  $687.5
million was available under this program.

Of  the $312.5 million issued under the $1 Billion Bank Notes program,
Provident  Financial  issued  $12.5  million  with  a  callable   debt
structure.  The notes have a final maturity of 2005, but have  a  call
option  exercisable by Provident Financial in 2000.  These  notes  are
hedged  with an interest rate swap with a call option, exercisable  by
the  swap  counterparty, which matches that of the  notes,  which  was
executed to reduce Provident Financial's overall funding cost  and  to
modify the interest rate sensitivity of the notes. Under the terms  of
this  transaction, if the swap counterparty exercises the call  option
on  the  interest rate swap in 2000, Provident Financial may,  at  its
discretion, exercise its call option to redeem the notes at  the  same
time,  or  if  the market offers a similarly attractive funding  cost,

                                  51
<PAGE>
Provident  Financial may execute another interest rate swap  to  hedge
the  notes for the remaining five years to maturity. Because the terms
of  the  call  options  are matching, any options  risk  to  Provident
Financial has been neutralized.

The  6.38%  Subordinated Notes, which qualify as Tier 2 capital,  were
issued  through  an underwritten offering in 1994 by  Provident  Bank.
They  are subordinated to the claims of depositors and other creditors
of  Provident  Bank  and  are  not insured  by  the  FDIC.  The  7.13%
Subordinated Notes, which also qualify as Tier 2 capital, were  issued
in  1993  by  Provident  Bank. The 9% Fixed  Rate  Capital  Notes  are
designated  as "Capital Securities" under Ohio law and, in  accordance
with  the  terms of the Notes, Provident Bank classifies a portion  of
its   undivided  profits  as  "Reserve  for  Retirement   of   Capital
Securities".

Provident  Financial  borrowed $162.7 million  through  sale-leaseback
transactions  with  various  investors  during  1997  and  1996.   The
borrowings  are  secured  by  auto leases within  the  consumer  lease
financing  portfolio. The debt calls for principal payments throughout
the life of the borrowings.

As  discussed  in  Note  A, Provident Financial purchased  Information
Leasing, an equipment leasing company during 1996. Information Leasing
financed their leases by borrowing funds from various institutions  of
which  $30.1  million was outstanding at December  31,  1997.  Payment
requirements  on  the  debt  matches the  rentals  receivable  on  the
equipment lease payments.

As  of  December 31, 1997, scheduled principal payments  on  long-term
debt for the following five years were as follows:
<TABLE>
<CAPTION>
                                  1998      1999      2000       2001       2002
                                                   (In Thousands)
<S>                              <C>       <C>       <C>         <C>       <C>    
Provident Financial Group, Inc.    $787      $589       $262       $207       $68
Subsidiaries                     38,522    32,033    317,846     18,178    18,773
</TABLE>

I.  Guaranteed  Preferred Beneficial Interests in Provident  Financial
Group,  Inc.'s Fixed Rate Junior Subordinated Debentures  In  November
1996,  Provident  Financial  established Provident  Capital  Trust  I.
Capital  Trust issued Capital Securities of $100 million of  preferred
to  the  public  and  $3.1 million of common to  Provident  Financial.
Proceeds from the issuance of the capital securities were invested  in
Provident  Financial's  8.60%  Junior Subordinated  Debentures.  Taken
together,  Provident Financial's obligations under the Guarantee,  the
Declaration,  the  Indenture and the Debentures  provide  a  full  and
unconditional  guarantee  of  the Capital  Securities.  The  Preferred
Capital  Securities  qualify  as Tier 1 capital  for  bank  regulatory
purposes.  The  sole  assets  (excluding interest  receivable  on  the
Debentures and prepaid expenses) of Capital Trust are the Debentures.

                                  52
<PAGE>
Both  the  Capital  Securities  and Debentures  call  for  semi-annual
dividend/interest payments. Provident Financial has the right to defer
payment  of  interest on the Debentures at any time for a  period  not
exceeding ten consecutive semi-annual periods. If interest payments on
the  Debentures are deferred, distributions on the Capital  Securities
will   also  be  deferred.  The  Capital  Securities  are  mandatorily
redeemable upon the maturity of the Debentures on December 1, 2026  or
upon  earlier  redemption  as  provided by  the  Indenture.  Provident
Financial has the right to redeem the Debentures, in whole or in part,
on or after December 1, 2006 at a premium, declining ratably to par on
December 1, 2016.

J.  INCOME TAXES  The composition of income tax expense follows:

                                             1997      1996       1995
                                                   (In Thousands)
Current                            
   State                                     $375       $37        $75
   U.S.                                    37,890    23,888      6,463
                                           38,265    23,925      6,537
Deferred                                   18,828    17,273     28,769
     Total                                $57,093   $41,198    $35,306

The  effective tax rate differs from the statutory rate applicable  to
corporations  as a result of permanent differences between  accounting
and taxable income. None of these differences were material.

Deferred  income  taxes  reflect the  net  tax  effects  of  temporary
differences between the carrying amounts of assets and liabilities for
financial  reporting  purposes and the amounts  used  for  income  tax
purposes. Significant components of Provident Financial's deferred tax
liabilities and assets as of December 31 are as follows:
<TABLE>
<CAPTION>
                                                   1997        1996        1995
                                                          (In Thousands)
<S>                                              <C>          <C>         <C>
Deferred Tax Liabilities:
  Excess Lease and Partnership Income            $115,197     $98,222     $63,204
  Recapture of Excess Reserve for Bad Debts           337       1,175       4,035
  Other - Net                                       9,598       9,302       8,190
    Total Deferred Tax Liabilities                125,132     108,699      75,429
Deferred Tax Assets:
  Provision for Loan and Lease Losses              28,250      20,973      20,456
  Deferred Compensation                             5,255       3,464       2,053
  Alternative Minimum Tax Credit                    1,813      10,687           -
  Other - Net                                       7,408       9,569       6,962
    Total Deferred Tax Assets                      42,726      44,693      29,471
      Net Deferred Tax Liabilities                $82,406     $64,006     $45,958
</TABLE>
K.   BENEFIT PLANS  Provident Financial has a Retirement Plan for  the
benefit  of  its  employees. Included under this plan is  an  Employee
Stock Ownership Plan ("ESOP") and a Personal Investment Election  Plan
("PIE  Plan").  Provident Financial also maintains a Life  and  Health
Plan  for  Retired Employees ("LH Plan"), an Employee  Stock  Purchase
Plan  ("ESPP"), a Deferred Compensation Plan ("DCP") and stock  option
plans.

                                  53
<PAGE>
The  ESOP covers all employees who are qualified as to age and  length
of  service.  It  is  a trusteed plan with the entire  cost  borne  by
Provident   Financial.   All  fund  assets  are   allocated   to   the
participants. Provident Financial's contributions are discretionary by
the  directors  of  Provident Financial. Provident Financial  incurred
expense  of $6.1 million, $3.5 million and $3.5 million in 1997,  1996
and 1995, respectively.

The PIE Plan, a tax deferred retirement plan, covers all employees who
are  qualified as to age and length of service. Employees who wish  to
participate in the PIE Plan may contribute from 1% to 8% of their pre-
tax salaries (to a maximum prescribed by the Internal Revenue Service)
to  the plan as voluntary contributions. Provident Financial will make
a  matching  contribution  equal  to  25%  of  the  pre-tax  voluntary
contributions  made  by  the  employees  during  the  plan  year.  The
contribution  made by Provident Financial is charged against  earnings
as the employees' contributions are made. Provident Financial incurred
expense  of  $646,000, $505,000 and $456,000 for this retirement  plan
for 1997, 1996 and 1995, respectively.

Provident  Financial's LH Plan provides medical coverage  as  well  as
life  insurance  benefits  to  eligible  retirees.  The  LH  Plan   is
contributory  until  the  retiree reaches  age  62  after  which  time
Provident   Financial  pays  the  entire  cost,   however,   Provident
Financial's responsibility for the payment of premiums is limited to a
maximum  of  two times the monthly premium costs as of  the  effective
date  of  the  LH Plan. Monthly premiums exceeding the maximum  amount
payable  by  Provident  Financial shall be the responsibility  of  the
retiree. Provident Financial may amend or terminate the LH Plan at any
time, without the consent of the retirees.

The  ESPP  provides eligible employees with an opportunity to purchase
Provident  Financial's Common Stock through payroll  deduction  in  an
amount  up  to 10% of their compensation, at a price equal to  eighty-
five  percent of the fair market price on either the first or the last
business  day  of  each calendar month, whichever is lower.  Provident
Financial incurred expense of $219,000, $168,000 and $132,000 for  the
ESPP for 1997, 1996 and 1995, respectively.

The  DCP  permits participants, selected by the Compensation Committee
of  the  Board  of Directors, to defer compensation in a  manner  that
aligns  their interests with those of Provident Financial shareholders
through the investment of deferred compensation in Provident Financial
Common  Stock. The DCP allows participants to postpone the receipt  of
5%  to  50%  of  compensation until retirement. Amounts  deferred  are
invested in a Provident Bank Stock Account or a Self-Directed Account.
Provident Financial will credit the Provident Bank Stock Account  with
an  amount  dependent upon Provident Financial's pre-tax earnings  per
share,  for  each  share of Provident Financial Common  Stock  in  the
account.  The  calculated  credit  is  charged  against  earnings   by
Provident  Financial  annually. Under  the  DCP,  Provident  Financial
expensed  approximately $2,624,000, $1,925,000 and $995,000  in  1997,
1996 and 1995, respectively.

                                  54
<PAGE>
Provident Financial has three Employee Stock Option Plans, an Advisory
Director's  Stock Option Plan and an Outside Directors'  Stock  Option
Plan.  The  Employee  Stock  Option Plans  made  8.4  million  options
available for grant. These plans authorize the issuance of options  to
purchase Common Stock for officers and key employees. The options  are
to  be  granted, with exercise prices at the approximate market value,
as of the date of grant. Options become exercisable beginning one year
from date of grant generally at the rate of 20% per year. The Advisory
Directors' Stock Option Plan and Outside Directors' Stock Option  Plan
authorized  the issuance of 371,250 and 168,750 options, respectively.
The terms of these options are comparable to the terms of the Employee
Stock Option Plans.

The  following  table summarizes option activity for the  three  years
ended December 31, 1997:
                                 Weighted
                                  Average     Number of       Options
                                 Exercise      Options       Available
                                   Price     Outstanding     for Grant

At January 1, 1995                 $9.14      2,862,051      1,487,513
 Authorized                          -                -              -
 Granted                           15.18        585,000       (585,000)
 Exercised                          8.38       (148,552)             -
 Canceled                          10.39        (41,963)        41,963
At December 31, 1995               10.25      3,256,536        944,476
 Authorized                          -                -        450,000
 Granted                           24.81      1,175,967     (1,175,967)
 Exercised                          9.53       (174,357)             -
 Canceled                          15.84        (36,982)        36,982
At December 31, 1996               14.28      4,221,164        255,491
 Authorized                          -                -      4,000,000
 Granted                           40.49        840,225       (840,225)
 Exercised                          8.93       (780,465)             -
 Canceled                          16.91       (113,135)       113,135
At December 31, 1997               20.50      4,167,789      3,528,401


At  December 31, 1997, 1996 and 1995, there were 2,012,954,  2,138,571
and  1,845,346  options exercisable respectively,  having  a  weighted
average   option  price  per  share  of  $11.45,  $9.15   and   $8.71,
respectively. The following table summarizes information  about  stock
options outstanding at December 31, 1997:
<TABLE>
<CAPTION>
                 Options Outstanding                     Options Exercisable
                                  Weighted
                                  Average      Weighted                 Weighted
    Range of                     Remaining     Average                  Average
    Exercise        Number      Contractual    Exercise     Number      Exercise
     Prices       Outstanding  Life in Years    Price     Exercisable    Price
<C>                 <C>                  <C>      <C>       <C>            <C>
$ 7.85 - $11.61     1,400,047            3.2      $8.53     1,360,896      $8.47
$12.00 - $17.95       825,157            6.9      14.36       438,413      14.14
$21.17 - $31.95       970,855            8.4      23.68       185,145      23.37
$33.63 - $52.19       971,730            9.4      39.79        28,500      35.04
</TABLE>
                                  55
<PAGE>
For  purposes  of providing the pro forma disclosures  required  under
SFAS  No.  123, the fair value of stock options granted in 1995,  1996
and  1997  was  estimated at the date of grant using  a  Black-Scholes
option  pricing  model.  The Black-Scholes option  pricing  model  was
developed for use in estimating the fair value of traded options which
have  no vesting restrictions and are fully transferable. In addition,
option  valuation  models  require  the  input  of  highly  subjective
assumptions  including  the expected stock price  volatility.  Because
Provident Financial's stock options have characteristics significantly
different  from  those of traded options, and because changes  in  the
subjective  input  assumptions can materially affect  the  fair  value
estimate,  management believes that the Black-Scholes  model  may  not
necessarily provide a reliable single measure of the fair value of its
stock options.

The  following  weighted-average assumptions were used in  the  option
pricing model for 1997, 1996 and 1995 respectively: risk-free interest
rates  of 6.47%, 6.55% and 6.55%; dividend yields of 3.00%, 3.75%  and
5.00%;  volatility factors of the expected market price  of  Provident
Financial's  Common Stock of .232, .228 and .234 and an expected  life
of  the  option  of 8, 9 and 9 years. Based on these assumptions,  the
weighted-average fair value of options granted in 1997, 1996 and  1995
was $11.51, $6.78 and $3.24, respectively.

No  compensation cost has been recognized for stock option grants. Had
compensation cost been determined for stock option awards based on the
fair  values  at grant dates as discussed above, Provident Financial's
net  income  and  earnings per share would not  have  been  materially
different from amounts reported.

L.   PREFERRED  STOCK   In  1991, Provident Financial  issued  371,418
shares of Non-Voting Convertible Preferred Stock to American Financial
Group  as partial consideration for the acquisition of Hunter  Savings
Association.  Pursuant to the terms of the Preferred Stock,  Provident
Financial elected to change the dividend rate from $8.00 per share  to
a  rate equivalent to that paid on its Common Stock. In December 1995,
301,146  shares  of the Preferred Stock were converted into  4,234,865
shares  of  Common  Stock. As of December 31, 1997  and  1996,  70,272
shares  of  Preferred Stock remain outstanding. These  shares  have  a
stated  value and liquidation value of $100 per share and a conversion
ratio of 14.0625 shares of Provident Financial's Common Stock for each
share of Convertible Preferred Stock.

                                  56
<PAGE>
M.  EARNINGS PER SHARE  The following table sets forth the computation
of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                                      1997      1996      1995
                                                           (In Thousands)
<S>                                                 <C>        <C>       <C>
Numerator:
  Net Income                                        $107,437   $78,145   $71,860
  Preferred Stock Dividends                             (712)     (536)   (2,437)
  Numerator for Basic Earning Per Share --
   Income Available to Common Stockholders           106,725    77,609    69,423
  Effect of Dilutive Securities --
   Convertible Preferred Stock Dividends                 712       536     2,437
  Numerator for Diluted Earnings Per Share --
   Income Available to Common Stockholders After
   Assumed Conversions                              $107,437   $78,145   $71,860

Denominator:
  Denominator for Basic Earnings Per Share --
   Weighted-Average Shares                            41,135    39,596    35,115
  Effect of Dilutive Securities:
    Convertible Preferred Stock                          988       988     5,165
    Stock Options                                      1,651     1,277       804
  Dilutive Potential Common Shares                     2,639     2,265     5,969
    Denominator for Diluted Earnings Per Share --
     Adjusted Weighted-Average Shares and Assumed
     Conversions                                      43,774    41,861    41,084

Basic Earnings Per Share                               $2.59     $1.96     $1.98

Diluted Earnings Per Share                             $2.45     $1.87     $1.75
</TABLE>
N.  REGULATORY  CAPITAL  REQUIREMENTS   Provident  Financial  and  its
banking   subsidiaries  are  subject  to  various  regulatory  capital
requirements administered by the federal banking agencies. Failure  to
meet  minimum capital requirements can initiate certain mandatory  and
possibly  additional  discretionary actions  by  regulators  that,  if
undertaken,   could  have  a  direct  material  effect  on   Provident
Financial's  financial statements. Under capital  adequacy  guidelines
and  the  regulatory framework for prompt corrective action, Provident
Financial  and  its  banking subsidiaries must meet  specific  capital
guidelines   that  involve  quantitative  measures  of   its   assets,
liabilities  and  certain off-balance sheet items as calculated  under
regulatory  accounting practices. Capital amounts  and  classification
are  also  subject  to qualitative judgments by the  regulators  about
components, risk weightings and other factors.

Quantitative  measures  established by regulation  to  ensure  capital
adequacy  require Provident Financial and its banking subsidiaries  to
maintain minimum ratios of 4.00% for Tier 1 capital to average assets,
4.00%  for Tier 1 capital to risk-weighted assets, and 8.00% for total
risk-based capital to risk-weighted assets. As of December  31,  1997,
Provident  Financial  and its banking subsidiaries  meet  all  capital
requirements to which it is subject.

                                  57
<PAGE>
As   of  December  31,  1997,  Provident  Financial  and  its  banking
subsidiaries' capital ratios were categorized as well capitalized  for
regulatory purposes. To be categorized as well capitalized,  Provident
Financial and its banking subsidiaries must maintain minimum ratios of
5.00%  for Tier 1 capital to average assets, 6.00% for Tier 1  capital
to  risk-weighted assets, and 10.00% for total risk-based  capital  to
risk-weighted  assets.  There have been no  subsequent  conditions  or
events  which  management  believes  have  changed  the  institutions'
status.
<TABLE>
<CAPTION>
                                                          1997               1996
                                                     Amount    Ratio    Amount    Ratio
                                                            (Dollars in Thousands)
<S>                                                 <C>        <C>     <C>        <C>
Tier 1 Capital (to Average Assets):
   Provident Financial (Consolidated)               $693,444    9.94%  $582,554    8.97%
   The Provident Bank                                522,846    8.15    414,365    6.60
   The Provident Bank of Kentucky                     28,905   10.85     25,759   10.76
   Provident Bank of Florida                          16,150    8.34       n/a     n/a
Tier 1 Capital (to Risk-Weighted Assets):
   Provident Financial (Consolidated)                693,444    9.67    582,554    9.19
   The Provident Bank                                522,846    7.67    414,365    6.76
   The Provident Bank of Kentucky                     28,905   17.00     25,759   13.11
   Provident Bank of Florida                          16,150    9.81       n/a     n/a
Total Risk-Based Capital (to Risk-Weighted Assets):
   Provident Financial (Consolidated)                940,363   13.11    824,519   13.00
   The Provident Bank                                767,297   11.25    655,756   10.70
   The Provident Bank of Kentucky                     30,536   17.96     27,705   14.10
   Provident Bank of Florida                          17,891   10.87       n/a     n/a
</TABLE>
O.   OFF-BALANCE SHEET FINANCIAL AGREEMENTS  Provident Financial  uses
financial  instruments  with off-balance  sheet  risk  to  manage  its
interest  rate risk and to meet the financing needs of its  customers.
These financial instruments include derivatives such as interest  rate
swaps,  forward  contracts and caps along with commitments  to  extend
credit  and  standby letters of credit. These instruments may  involve
credit  and  interest rate risk in excess of the amount recognized  in
the consolidated balance sheet.

Interest rate swap agreements involve the exchange of interest payment
obligations without the exchange of the underlying principal  amounts.
Such  interest rate swap transactions, which are a part  of  Provident
Financial's  asset/liability management  program,  are  structured  to
modify  interest  rate  risk  of specified assets  and/or  liabilities
resulting   from  interest  rate  fluctuations.  Interest  rate   swap
agreements  have  a credit risk component based on the  ability  of  a
counterparty to meet the obligations to Provident Financial under  the
terms  of the interest rate swap agreement. Notional principal amounts
express  the  volume  of  the transactions, but Provident  Financial's
potential  exposure  to credit risk is limited only  to  the  flow  of
interest  payments.  Provident Financial manages its  credit  risk  in
these  transactions through counterparty credit policies. At  December
31,  1997, Provident Financial had bilateral collateral agreements  in
place  with its counterparties, against which Provident Financial  has
pledged  investment securities with a carrying value  of  $501,000  as
collateral.

                                  58
<PAGE>
Summary  information with respect to the interest rate swap  portfolio
used   to  manage  Provident  Financial's  interest  rate  sensitivity
follows:
<TABLE>
<CAPTION>
                                                 December 31, 1997                        December 31,
                                                                   Weighted Average          1996
                              Notional   Unrealized   Unrealized   Receive  Pay    Life     Notional
                              Amount     Gross Gains  Gross Losses Rate     Rate   (Years)  Amount
                                                       (Dollars in Millions)
<S>                             <C>            <C>       <C>         <C>     <C>     <C>       <C>
Pay Variable Receive Fixed      $1,499         $7.6      $(5.7)      6.36%   5.95%   4.86      $2,102
Pay Fixed Receive Variable          46           .3        (.5)      8.86    7.82    4.97          32
                                $1,545         $7.9      $(6.2)                                $2,134
</TABLE>
The  expected  notional maturities of Provident  Financial's  interest
rate swap portfolio at December 31, 1997 are as follows:

                                         After 1    After 3
                               1 Year   Through 3  Through 5   After 5
                               or Less     Years      Years      Years
                                              (In Millions)
Pay Variable Receive Fixed       $226       $600        $45       $628
Pay Fixed Receive Variable          -          8         28         10

Since  many of the commitments to extend credit are expected to expire
without  being  drawn  upon,  the  total  commitment  amounts  do  not
necessarily  represent future cash requirements.  Provident  Financial
evaluates  each  customer's creditworthiness on a case-by-case  basis.
The  amount  of collateral obtained if deemed necessary  by  Provident
Financial  upon  extension of credit is based on  management's  credit
evaluation  of  the  counter-party. Collateral  held  varies  but  may
include   accounts   receivable,  inventory,  property,   plant,   and
equipment, and income-producing commercial properties.

Standby  letters of credit are primarily issued to support public  and
private  borrowing  arrangements,  including  commercial  paper,  bond
financing,  and  similar  transactions. The credit  risk  involved  in
issuing letters of credit is essentially the same as that involved  in
extending  loan facilities to customers. Collateral is obtained  based
on management's credit assessment of the customer.

Provident  Financial's  commitments to extend  credit  which  are  not
reflected in the balance sheet at December 31 are as follows:

                                                        1997      1996
                                                        (In Millions)
Commitments to Extend Credit                          $2,036    $1,699
Standby Letters of Credit                                123       116

                                  59
<PAGE>
P.   TRANSACTIONS  WITH  AFFILIATES  At December  31,  1997,  Carl  H.
Lindner, members of his immediate family and trusts for their benefit,
owned  44%  of  American Financial Group's Common Stock.  This  group,
along  with Carl H. Lindner's siblings and their families and entities
controlled  by them, or established for their benefit,  owned  55%  of
Provident  Financial's Common Stock. Provident  Financial  leases  its
home office space and other office space from a trust, for the benefit
of  a  subsidiary of American Financial Group. During 1995, the  lease
agreements  were  rewritten  and  extended  to  the  year  2010,  with
Provident Financial receiving $1.2 million which represented  the  net
present  value  of  the difference between payments  of  the  old  and
current  lease  agreements.  Provident Financial  was  amortizing  the
amount  received against rent expense until September 1997, which  was
the  expiration of the old lease agreements. Provident Financial  also
leased one of its branch locations and ninety-eight ATM locations from
principal  shareholders  and  their  affiliates.  Rentals  charged  by
American  Financial Group and affiliates for the years ended  December
31,  1997,  1996 and 1995 amounted to $2.0 million, $2.1 million  $1.4
million, respectively. Rentals of $217,000, $201,000 and $306,000 were
charged  by  principal shareholders and their affiliates during  1997,
1996 and 1995, respectively, for branch and ATM locations.

Provident  Bank  offers  shares  of  The  Riverfront  Funds,  Inc.,  a
proprietary  family  of mutual funds, to customers.  Riverfront  is  a
registered  investment company with seven portfolios,  each  having  a
different  investment objective. Provident Bank manages the portfolios
and  performs other related services, such as shareholder services and
acting  as  fund accountant and custodian. Riverfront  is  offered  to
customers  of  Provident  Bank,  including  personal  trust,  employee
benefit,   agency  and  custodial  clients,  as  well  as   individual
investors. At December 31, 1997, Riverfront had total assets of $380.5
million.  Approximately  $23.8 million  of  the  amount  was  held  by
Provident  Financial and $181.6 million was held by  Provident  Bank's
trust  department.  During  1997, 1996 and 1995,  Provident  Financial
recorded  approximately $1,387,000, $1,150,000 and $950,000 of  income
net  of  related  expenses,  respectively,  from  management  fees  of
Riverfront.

Provident   Financial  has  had  certain  transactions  with   various
executive   officers,  directors  and  principal  holders  of   equity
securities of Provident Financial and its subsidiaries and entities in
which these individuals are principal owners. Various loans and leases
have  been made as well as the sale of commercial paper and repurchase
agreements  to  these persons. Such loans to these persons  aggregated
approximately  $32.3 million and $38.9 million at December  31,  1997,
and  1996,  respectively. None of these loans were held by the  parent
company. During 1997, new loans aggregating $10.1 million were made to
such  parties and loans aggregating $16.7 million were repaid. All  of
the  loans  were made at market interest rates and, in the opinion  of
management, all amounts are fully collectible. At December  31,  1997,
and  1996, Provident Financial's commercial paper amounting  to  $13.7
million  and  $4.0 million, respectively, was held by  these  persons.
Additionally, repurchase agreements in the amount of $10.8 million and
$16.8 million had been sold to these persons at December 31, 1997, and
1996,  respectively. All of these transactions were at market interest
rates.

                                  60
<PAGE>
Q.   FAIR VALUE OF FINANCIAL INSTRUMENTS Carrying values and estimated
fair  values for certain financial instruments as of December  31  are
shown in the following table. In cases where quoted market prices  are
not  available, fair values are based on estimates using present value
or  other  valuation  techniques. Those techniques  are  significantly
affected  by  the  assumptions used, including the discount  rate  and
estimates of future cash flows. Because no secondary market exists for
many of Provident Financial's assets and liabilities, the derived fair
values  are calculated estimates, and the fair values provided  herein
do  not  necessarily represent the actual values which may be realized
in  the  disposition  of these instruments. The aggregate  fair  value
amounts  presented do not represent the underlying value of  Provident
Financial. What is presented below is a point-in-time valuation  which
is  affected,  in part, by unrealized gains and losses resulting  from
management's implementation of its program to manage overall  interest
rate risk. It is not management's intention to immediately dispose  of
a  significant portion of its financial instruments. As a result,  the
following  fair  value  information should not  be  interpreted  as  a
forecast of future earnings and cash flows.
<TABLE>
<CAPTION>
                                                   1997                    1996
                                          Carrying     Fair        Carrying     Fair
                                          Value        Value       Value        Value
                                                        (In Thousands)
<S>                                     <C>          <C>          <C>        <C>
Financial Assets:
  Cash and Cash Equivalents              $276,241     $276,241     $278,747    $278,747
  Trading Account Assets (Included in
    Other Assets)                             538          538          633         633
  Investment Securities                 1,381,707    1,381,707    1,028,207   1,028,207
  Loans (Excluding Lease Financing)     4,268,734    4,313,519    4,480,621   4,502,759
  Less: Reserve for Loan Losses           (60,539)          -      (55,349)          -
    Net Loans                           4,208,195    4,313,519    4,425,272   4,502,759

Financial Liabilities:
  Deposits                              4,696,298    4,731,184    4,596,480   4,607,983
  Short-Term Debt                         806,125      806,125      599,540     599,540
  Long-Term Debt (Excluding Lease
    Financing Debt) and Junior
    Subordinated Debentures               604,769      607,143      764,387     759,694

Off-Balance Sheet Financial Instruments:
  Interest Rate Swaps:
    Asset Based:
      Loans                                     -        (260)            -         231
    Liability Based:
      Deposits                                  -       3,421             -      (3,308)
      Long-Term Debt                            -      (1,405)            -     (11,531)
</TABLE>
The following methods and assumptions were used by Provident Financial
in estimating its fair value disclosures for financial instruments:

   Cash  and cash equivalents:  The carrying amounts reported  in
   the   balance   sheet  for  cash  and  short-term  instruments
   approximate those assets' fair values.

                                  61
<PAGE>   
   Investment securities and trading account assets: Fair  values
   for  investment  securities  and trading  account  assets  are
   based  on  quoted  market prices, where available.  If  quoted
   market  prices  are not available, fair values  are  based  on
   quoted  market  prices  of  comparable  instruments.  Residual
   interest  securities  are valued using  discounted  cash  flow
   techniques. Significant assumptions used in the valuation  are
   shown in Note C.
   
   Loans   receivable:   For  variable-rate  loans  that  reprice
   frequently  and  with no significant change  in  credit  risk,
   fair values are based on carrying values. The fair values  for
   certain  residential mortgage loans and other  consumer  loans
   are  based  on quoted market prices of similar loans  sold  in
   conjunction  with  securitization transactions,  adjusted  for
   differences  in  loan  characteristics. The  fair  values  for
   other  loans are estimated using discounted cash flow analyses
   and  interest  rates currently being offered  for  loans  with
   similar terms to borrowers of similar credit quality.
   
   Off-balance  sheet  financial  instruments:   Fair  value  for
   interest rate swaps is based upon current market quotes.
   
   Deposit  liabilities:   The fair values disclosed  for  demand
   deposits  are  equal to their carrying amounts.  The  carrying
   amounts  for  variable-rate, fixed-term money market  accounts
   and  certificates of deposit approximate their fair values  at
   the  reporting  date. Fair values for fixed-rate  certificates
   of   deposit  are  estimated  using  a  discounted  cash  flow
   calculation  that  applies  interest  rates  currently   being
   offered  on certificates to a schedule of aggregated  expected
   monthly maturities on time deposits.
   
   Short-term  debt:   The  carrying  amounts  of  federal  funds
   purchased, borrowings under repurchase agreements,  and  other
   short-term borrowings approximate their fair values.
   
    Long-term debt and junior subordinated debentures:  The  fair
    values of long-term borrowings that are traded in the markets
    are  equal to their quoted market prices. The fair values  of
    other   long-term  borrowings  (other  than   deposits)   are
    estimated  using  discounted cash  flow  analyses,  based  on
    Provident Financial's current incremental borrowing rates for
    similar types of borrowing arrangements.
    
                                  62
<PAGE>
R.  RESTATEMENT OF FINANCIAL RESULTS

During 1998, as required by the Financial Accounting Standards Board's
("FASB")  Special Report, "A Guide to Implementation of Statement  125
on  Accounting  for  Transfers and Servicing of Financial  Assets  and
Extinguishments of Liabilities, Second Edition," (December 1998),  and
related  guidance  set forth in statements made by the  staff  of  the
Securities Exchange Commission ("SEC") on December 8, 1998,  Provident
Financial  retroactively  has changed its  method  of  measuring  (the
"Methodology  Change")  the  fair  value  of  retained  interests   in
securitized  assets  to the cash-out method from the  cash-in  method.
Accordingly,  the  1997  and 1996 financial  statements  of  Provident
Financial have been restated.

The  cash-out  method results in lower initial gains on  the  sale  of
loans and higher subsequent interest income from the accretion of  the
additional  cash-out  discount. Accordingly,  the  Methodology  Change
reduced  1997 net income by $7.9 million or $0.18 per share to  $107.4
million or $2.45 per share and reduced 1996 net income by $3.1 million
or $0.07 per share to $78.1 million or $1.87 per share.

Under  the  securitizations, residual cash flows are retained  in  the
securitization  trusts  and allowed to accumulate.  These  accumulated
cash  flows  act  as credit enhancement assets for the  securitization
trusts'  security holders. Once certain targeted levels are  achieved,
subsequent residual cash flows are distributed to Provident  Financial
on an unrestricted basis. In addition, the accumulated cash flows held
within the securitization trusts will also be distributed to Provident
Financial  over the term of the securitization. The cash-in method  of
determining  the  fair value of the retained interest  in  securitized
assets  discounts the projected residual cash flows at the  time  such
cash  flows  are expected to be received by the securitization  trust.
The cash-out method of determining the fair value of retained interest
in  securitized  assets  required by the FASB and  SEC  discounts  the
projected residual cash flows at the time such cash flows are expected
to be distributed to Provident Financial.

S.   ADDITIONAL INFORMATION

LEGAL  CONTINGENCIES  Provident Financial is subject to litigation  in
the  ordinary  course  of business. Management does  not  expect  such
litigation   will  have  a  material  adverse  effect   on   Provident
Financial's financial position.

RESTRICTIONS ON CASH AND NONINTEREST BEARING DEPOSITS  Federal Reserve
Board  regulations require that Provident Bank, The Provident Bank  of
Kentucky  and  Provident  Bank  of Florida  maintain  certain  minimum
reserve balances. The average amount of those reserve balances for the
year ended December 31, 1997, was approximately $44.8 million.

INVESTMENT   IN   PARTNERSHIPS    Provident   Financial's   share   of
partnerships  was  carried at approximately $22.0  million  and  $15.4
million  at December 31, 1997, and 1996, respectively, which  includes
equity  in  net earnings of $2,935,000, $536,000 and $601,000  in  the
years 1997, 1996 and 1995, respectively.

                                  63
<PAGE>
OTHER  REAL ESTATE OWNED  At December 31, 1997, and 1996, the carrying
value  of other real estate and equipment owned was $12.4 million  and
$6.6 million, respectively.

PROVIDENT  AUTO LEASING COMPANY  In January 1997, Provident  Financial
formed Provident Auto Leasing Company, a Delaware business trust, as a
subsidiary  of  Provident  Commercial Group,  Inc.  Auto  Leasing  was
created  to avoid the administrative difficulty and expense associated
with  retitling  leased vehicles in connection with the  financing  or
transfer  of beneficial ownership of automobile and light duty  trucks
subject  to  leases.  Auto  Leasing is a separate  legal  entity  from
Commercial  Group and each maintains separate books and  records  with
respect  to its assets and liabilities. As of December 31,  1997  Auto
Leasing  had  total  assets of $55.8 million.  These  assets  are  not
available  to creditors of Commercial Group to secure any indebtedness
of  Commercial  Group,  or otherwise to satisfy  the  claims  of  such
creditors against Commercial Group.

RESTRICTIONS  ON TRANSFER OF FUNDS FROM SUBSIDIARIES  TO  PARENT   The
transfer  of  funds  by  the banking subsidiaries  to  the  parent  as
dividends,  loans  or  advances  is  subject  to  various   laws   and
regulations that limit the amount of such transfers that can  be  made
without regulatory approval. The maximum amount available for dividend
distribution  that  may be paid in 1998 by Provident  Bank,  Provident
Kentucky  and  Provident  Florida to its parent  without  approval  is
approximately  $167.6  million, plus 1998 net  earnings.  Pursuant  to
Federal Reserve and State regulations, the maximum amount available to
be  loaned to affiliates (as defined), including their Parent, by  the
banking  subsidiaries, was approximately $81.7 million to  any  single
affiliate,  and  $163.3 million to all affiliates  combined  of  which
$24.5 million was loaned at December 31, 1997.

                                  64
<PAGE>
PARENT  COMPANY  FINANCIAL INFORMATION  Parent Company only  condensed
financial information for Provident Financial, Inc. is as follows:
<TABLE>
                      BALANCE SHEETS (PARENT ONLY)
                            (In Thousands)
<CAPTION>
                                                                 December 31,
                                                               1997        1996
                           ASSETS
<S>                                                           <C>         <C>
Cash and Cash Equivalents                                     $115,785    $239,469
Investment Securities Available for Sale                       169,839      14,676
Loans (net of reserve for loan losses of $1,295 and $1,295)      6,911      10,772
Investment in Subsidiaries:
  Banking                                                      599,171     468,824
  Non-Banking                                                    5,175       5,017
Premises and Equipment                                           1,504       1,567
Accounts Receivable from Banking Subsidiaries                   13,776           -
Other Assets                                                    30,007      22,297
                                                              $942,168    $762,622

            LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts Payable to Banking Subsidiaries                          $-        $984
  Accounts Payable and Accrued Expenses                          9,986       3,693
  Commercial Paper                                             202,018     139,665
  Long-Term Debt                                                 1,913       2,458
  Junior Subordinated Debentures                               101,910     102,072
      Total Liabilities                                        315,827     248,872
Shareholders' Equity                                           626,341     513,750
                                                              $942,168    $762,622
</TABLE>
<TABLE>
                      STATEMENTS OF EARNINGS (PARENT ONLY)
                                (In Thousands)
<CAPTION>
                                                            Year Ended December 31,
                                                        1997        1996        1995
<S>                                                   <C>          <C>         <C>
Income:
  Dividends from Banking Subsidiaries                       $-     $25,000     $23,000
  Interest Income from Banking Subsidiaries              5,605       6,538       6,358
  Other Interest Income                                  7,364       1,625       2,373
  Noninterest Income                                     4,157         763         811
                                                        17,126      33,926      32,542
Expenses:
  Interest Expense                                      18,219       8,833       8,686
  Noninterest Expense                                    4,542       3,124       3,622
                                                        22,761      11,957      12,308
Earnings Before Taxes and Equity in Undistributed
  Net Earnings of Subsidiaries                          (5,635)     21,969      20,234
Applicable Income Tax Credits                            2,494       1,675       1,774
Earnings Before Equity in Undistributed Net Earnings
  of Subsidiaries                                       (3,141)     23,644      22,008
Equity in Undistributed Net Earnings of Subsidiaries   110,578      54,501      49,852
Net Earnings                                          $107,437     $78,145     $71,860
</TABLE>
                                  65
<PAGE>
<TABLE>
                         STATEMENTS OF CASH FLOWS (PARENT ONLY)
                                     (In Thousands)
<CAPTION>
                                                      Year Ended December 31,
                                                    1997        1996       1995
Operating Activities:
<S>                                                <C>        <C>        <C>
  Net Earnings                                     $107,437    $78,145    $71,860
  Adjustment to Reconcile Net Earnings to
   Net Cash Provided by Operating Activities:
    Net Earnings from Subsidiaries                 (110,578)   (79,501)   (72,852)
    Cash Dividends Received From Subsidiaries             -     25,000     23,000
    Amortization of Goodwill and Other                  396         39         54
    Depreciation of Premises and Equipment               54        446        304
    Realized Investment Security Gains               (1,068)         -          -
    Proceeds From Sale of Loans Held for Sale        41,123     32,581          -
    Origination of Loans Held for Sale              (41,943)   (32,491)         -
    Realized Gains on Loans Held for Sale               (58)       (90)         -
    (Increase) Decrease in Interest Receivable         (396)        64        (27)
    (Increase) Decrease in Other Assets             (23,327)    (8,713)     1,837
    Increase (Decrease) in Interest Payable              (1)       675         80
    Deferred Income Taxes                             2,457     (2,811)    (1,092)
    Increase (Decrease) in Other Liabilities          5,310     (4,229)    10,343
      Net Cash Provided by (Used In) Operating
        Activities                                  (20,594)     9,115     33,507

Investing Activities:
  Investment Securities Available for Sale:
    Proceeds from Sales                              11,571          -          -
    Proceeds from Maturities and Prepayments         20,329      1,700          -
    Purchases                                      (187,386)    (1,892)       (31)
  Investment Securities Held to Maturity:
    Proceeds from Maturities and Prepayments              -          -      1,700
    Purchases                                             -          -     (1,652)
  Net Decrease in Loans                               4,739      8,870     10,990
  Net Decrease in Premises and Equipment                  9         29         15
  Acquisitions                                            -          -       (185)
      Net Cash Provided by (Used In) Investing
        Activities                                 (150,738)     8,707     10,837

Financing Activities:
  Net Increase (Decrease) in Short-Term Debt         62,353     (5,656)     4,505
  Principal Payments on Long-Term Debt                 (545)      (836)    (5,598)
  Proceeds from Issuance of Long-Term Debt and
    Junior Subordinated Debentures                        -    102,320        404
  Cash Dividends Paid                               (30,247)   (21,970)   (18,809)
  Purchase of Treasury Stock                              -          -     (6,109)
  Proceeds from Sale of Common Stock                 16,068      1,878      5,260
  Contribution to Subsidiaries                            -     (3,093)         -
  Net Increase (Decrease) in Other Equity Items          19        (27)       464
    Net Cash Provided by (Used in) Financing
     Activities                                      47,648     72,616    (19,883)
    Increase (Decrease) in Cash and
      Cash Equivalents                             (123,684)    90,438     24,461
Cash and Cash Equivalents at Beginning of Year      239,469    149,031    124,570
    Cash and Cash Equivalents at End of Year       $115,785   $239,469   $149,031
</TABLE>
                                  66
<PAGE>
                          SUPPLEMENTARY DATA

Quarterly Consolidated Results of Operations - (Unaudited)

The  following  are quarterly consolidated results  of  operations  as
previously  reported and as restated for the two years ended  December
31, 1997.
<TABLE>
<CAPTION>
                                                                                    1997
                                              Fourth Quarter        Third Quarter         Second Quarter        First Quarter
                                              As                    As                    As                    As        
                                          Previously     As     Previously     As     Previously     As     Previously     As
                                           Reported   Restated   Reported   Restated   Reported   Restated   Reported   Restated
                                                                     (In Thousands Except Per Share Data)

<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>  
Total Interest Income                      $145,178   $145,578   $146,512   $146,712   $142,236   $142,236   $137,286   $137,286
Total Interest Expense                       77,739     77,739     81,031     81,031     76,689     76,689     73,753     73,753
  Net Interest Income                        67,439     67,839     65,481     65,681     65,547     65,547     63,533     63,533 
Provision for Loan and Lease Losses          (9,250)    (9,250)    (9,500)    (9,500)   (15,000)   (15,000)   (11,000)   (11,000)
  Net Interest Income After Provision
   for Loan and Lease Losses                 58,189     58,589     55,981     56,181     50,547     50,547     52,533     52,533

Service Charges on Deposit Accounts           6,514      6,514      6,331      6,331      6,329      6,329      5,578      5,578
Other Service Charges and Fees               11,171     11,171      6,281      6,281     10,373     10,373      9,233      9,233
Operating Lease Income                        7,592      7,592      6,616      6,616      6,405      6,405      5,594      5,594
Gain on Sale of Loans and Leases             14,240     10,540     25,635     22,035     18,800     15,500     14,908     12,808
Security Gains                                5,264      5,264      1,196      1,196      1,030      1,030      2,223      2,223
Other                                         5,022      5,022      2,158      2,158      3,857      3,857      3,008      3,008
  Total Noninterest Income                   49,803     46,103     48,217     44,617     46,794     43,494     40,544     38,444

Compensation                                 27,660     27,660     25,696     25,696     24,371     24,371     23,727     23,727
Depreciation on Operating Lease Equipment     4,905      4,905      4,601      4,601      4,409      4,409      3,752      3,752
Occupancy                                     3,882      3,882      3,516      3,516      2,700      2,700      2,646      2,646
Professional Services                         4,523      4,523      3,660      3,660      3,681      3,681      3,048      3,048
Deposit Insurance                               290        290        340        340        342        342        307        307
Equipment Expense                             4,334      4,334      3,989      3,989      3,618      3,618      3,267      3,267
Charges and Fees                              2,194      2,194      4,023      4,023      3,002      3,002      3,433      3,433
Marketing                                     2,313      2,313      1,694      1,694      1,841      1,841      2,042      2,042
Other                                        12,196     12,196     11,279     11,279      9,897      9,897      8,800      8,800
  Total Noninterest Expense                  62,297     62,297     58,798     58,798     53,861     53,861     51,022     51,022

  Earnings Before Income Taxes               45,695     42,395     45,400     42,000     43,480     40,180     42,055     39,955
Applicable Income Taxes                      15,402     14,247     15,898     14,708     15,280     14,125     14,748     14,013
    Net Earnings                            $30,293    $28,148    $29,502    $27,292    $28,200    $26,055    $27,307    $25,942

Net Earnings Per Common Share:
  Basic                                        $.72       $.67       $.71       $.66       $.69       $.63       $.67       $.63 
  Diluted                                       .68        .63        .67        .62        .65        .60        .63        .60 
  Cash Dividends                                .20        .20        .20        .20        .16        .16        .16        .16 
</TABLE>
<TABLE>
<CAPTION>
                                                                                   1996
                                              Fourth Quarter        Third Quarter         Second Quarter        First Quarter
                                              As                    As                    As                    As             
                                          Previously     As     Previously     As     Previously     As     Previously     As  
                                           Reported   Restated   Reported   Restated   Reported   Restated   Reported   Restated
                                                                       (In Thousands Except Per Share Data)
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Total Interest Income                      $135,648   $135,648   $131,267   $131,267   $127,612   $127,612   $125,798   $125,798
Total Interest Expense                       72,068     72,068     70,892     70,892     68,963     68,963     68,334     68,334
  Net Interest Income                        63,580     63,580     60,375     60,375     58,649     58,649     57,464     57,464
Provision for Loan and Lease Losses          (9,250)    (9,250)   (14,000)   (14,000)   (13,750)   (13,750)   (10,000)   (10,000)
  Net Interest Income After Provision
   for Loan and Lease Losses                 54,330     54,330     46,375     46,375     44,899     44,899     47,464     47,464

Service Charges on Deposit Accounts           5,826      5,826      5,529      5,529      5,317      5,317      4,865      4,865
Other Service Charges and Fees                5,957      5,957      6,771      6,771      7,373      7,373      9,227      9,227
Operating Lease Income                        3,089      3,089      2,490      2,490      2,022      2,022      2,432      2,432
Gain on Sale of Loans and Leases             12,645     10,945     16,187     13,187      1,149      1,149        974        974
Security Gains                                    -          -          -          -         96         96          -          -
Other                                           799        799      2,334      2,334      8,082      8,082      2,973      2,973
  Total Noninterest Income                   28,316     26,616     33,311     30,311     24,039     24,039     20,471     20,471

Compensation                                 21,736     21,736     20,370     20,370     18,298     18,298     19,426     19,426
Depreciation on Operating Lease Equipment     2,307      2,307      1,787      1,787      1,464      1,464      1,663      1,663
Occupancy                                     2,522      2,522      2,324      2,324      2,454      2,454      2,373      2,373
Professional Services                         3,435      3,435      4,019      4,019      2,183      2,183      1,826      1,826
Deposit Insurance                               161        161      8,889      8,889        887        887        887        887
Equipment Expense                             3,186      3,186      2,998      2,998      2,805      2,805      2,359      2,359
Charges and Fees                              2,867      2,867      2,199      2,199      2,044      2,044      1,473      1,473
Marketing                                       877        877      2,367      2,367        623        623      1,236      1,236
Other                                         8,755      8,755      8,358      8,358      7,312      7,312      6,692      6,692
  Total Noninterest Expense                  45,846     45,846     53,311     53,311     38,070     38,070     37,935     37,935

  Earnings Before Income Taxes               36,800     35,100     26,375     23,375     30,868     30,868     30,000     30,000
Applicable Income Taxes                      12,800     12,205      9,100      8,050     10,618     10,618     10,325     10,325
    Net Earnings                            $24,000    $22,895    $17,275    $15,325    $20,250    $20,250    $19,675    $19,675

Net Earnings Per Common Share:
  Basic                                        $.60       $.57       $.43       $.38       $.51       $.51       $.49       $.49
  Diluted                                       .57        .54        .41        .37        .49        .49        .47        .47
  Cash Dividends                                .14        .14        .14        .14        .14        .14        .12        .12
<\TOTAL>
Quarterly basic earnings per share numbers do not add to the  year-to-
date amount for 1996 due to rounding.

                                  67
<PAGE>
ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND  FINANCIAL  DISCLOSUREITEM 9.CHANGES  IN  AND  DISAGREEMENTS  WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

                               PART III

The  following  items  are  incorporated  by  reference  to  Provident
Financial's definitive proxy statement to be filed with the Commission
pursuant  to  Regulation  14A  within 120  days  after  the  close  of
Provident Financial's fiscal year ending December 31, 1997:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11.  EXECUTIVE COMPENSATIONITEM 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 

ITEM 13.  CERTAIN  RELATIONSHIPS AND  RELATED  TRANSACTIONSITEM 


                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K

(a)      1.See Index to Financial Statements on page 35 for a list  of
           all financial statements filed as a part of this report.

         2.Schedules   to   the   consolidated  financial   statements
           required by Article 9 of Regulation S-X have been omitted  as
           they  are  not  required, not applicable or  the  information
           required  thereby  is  set  forth in  the  related  financial
           statements.

     3.  Exhibits:

     Number Exhibit Description          Filing Status

      3.1   Articles of Incorporation    Incorporated by reference to
                                         Form 10-Q for quarter ending
                                         June 30, 1997.

      3.2   Code of Regulations          Incorporated by reference to
                                         Proxy Statement for the 1994
                                         Annual Meeting of
                                         Shareholders.

                                  68
<PAGE>
     Number Exhibit Description          Filing Status

     4.1    Instruments defining the     Provident Financial has no
            rights of security holders   outstanding issue of
                                         indebtedness exceeding 10%
                                         of the assets of Provident
                                         Financial and Consolidated
                                         Subsidiaries. A copy of the
                                         instruments defining the
                                         rights of security holders
                                         will be furnished to the
                                         Commission upon request.

      4.2   Plan of Reorganization       Incorporated by reference to
            relating to Series D,        Form 10-K for 1995.
            Non-Voting Convertible
            Preferred Stock


     10.1   Junior Subordinated          Incorporated by reference to
            Indenture, dated as of       Exhibit 4.1 on Form 8-K dated
            November 27, 1996, between   November 27, 1996.
            Provident Financial and the
            Bank of New York, as
            Indenture Trustee

     10.2   Amended and Restated         Incorporated by reference to
            Declaration of Trust of      Exhibit 4.3 on Form 8-K dated
            Provident Capital Trust I,   November 27, 1996.
            dated as of November 27,
            1996

     10.3   Form of Guarantee Agreement  Incorporated by reference to
            to be entered into by        registration statement number
            Provident Financial and The  333-20769.
            Bank of New York, as
            Guarantee Trustee

                        Management Compensatory Agreements

     10.4   Provident Financial 1990     Incorporated by reference to
            Employee Stock Purchase      Post-Effective Amendment No.
            Plan                         1 to Form S-8 (File No.
                                         33-34904).

     10.5   Provident Financial          Incorporated by reference to
            Retirement Plan (As          Form S-8 (File No. 33-90792).
            amended)

     10.6   Provident Financial 1988     Incorporated by reference to
            Stock Option Plan (As        Form S-8 (File No. 33-34906),
            amended)                     Form S-8 (File No. 33-43102)
                                         and Form S-8 (File No.
                                         33-84094).

                                  69
<PAGE>
Number      Exhibit Description          Filing Status

     10.7   Provident Financial 1992     Incorporated by reference to
            Advisory Directors' Stock    Form 8-K filed October 22,
            Option Plan (As amended)     1992, and Form S-8 (File No.
                                         33-62707).

     10.8   Provident Financial 1992     Incorporated by reference to
            Outside Directors' Stock     Form S-8 (File No. 33-51230).
            Option Plan

     10.9   Provident Financial          Incorporated by reference to
            Restricted Stock Plan        Form S-2 (File No. 33-44641).

     10.10  Provident Financial          Incorporated by reference to
            Deferred Compensation Plan   Form S-8 (File No. 33-61576)
                                         and Form 8-K filed March 28,
                                         1995.

     21     Subsidiaries of Provident    Filed herewith.
            Financial Group, Inc.

     23     Consent of Independent       Filed herewith.
            Auditors

     27.1   Restated Financial Data      Filed herewith.
            Schedule for 1997

     27.2   Restated Financial Data      Filed herewith.
            Schedule for 1996



(b)  Reports on Form 8-K:


     Date of Report      Item 5.  Other Events

     November 14, 1997   Pursuant to SEC Accounting Series Release No.
                         135 "Pooling-of-Interests Accounting",
                         Provident Financial disclosed net earnings of
                         $7.7 million, or 17 cents per fully diluted
                         share, for October 1997, and $92.7 million,
                         or $2.12 per fully diluted share, for the ten
                         months ended, October 31, 1997.

                                  70
<PAGE>
                              SIGNATURES
                                   
      Pursuant  to  the requirements of Section 13 of  the  Securities
Exchange Act of 1934, Provident Financial Group, Inc. has duly  caused
this  report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                       Provident Financial Group, Inc.


                                             /s/Robert L. Hoverson
                                                Robert L. Hoverson
                                                   President
                                                February 18, 1999

      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf of Provident Financial Group, Inc. and in the capacities and on
the dates indicated.

       Signature                Capacity                   Date


/s/Robert L. Hoverson   Director and President       February 18, 1999
   Robert L. Hoverson  (Principal Executive Officer)


/s/Jack M. Cook         Director                     February 18, 1999
   Jack M. Cook


/s/Thomas D. Grote, Jr. Director                     February 18, 1999
   Thomas D. Grote, Jr.


/s/Philip R. Myers      Director                     February 18, 1999
   Philip R. Myers


/s/Joseph A. Pedoto     Director                     February 18, 1999
   Joseph A. Pedoto


/s/Sidney A. Peerless   Director                     February 18, 1999
   Sidney A. Peerless


/s/Joseph A. Steger     Director                     February 18, 1999
   Joseph A. Steger


/s/Christopher J. Carey  Executive Vice President    February 18, 1999
   Christopher J. Carey  and Chief Financial Officer

                                  71


</TABLE>